As filed with the Securities and Exchange Commission on April 23, 1999
Registration No. 33-74190
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
Post-Effective Amendment No. 10
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SECURITY LIFE SEPARATE ACCOUNT L1
(Exact Name of Trust)
SECURITY LIFE OF DENVER INSURANCE COMPANY
(Name of Depositor)
1290 Broadway
Denver, Colorado 80203-5699
(Address of Depositor's Principal Executive Offices)
Copy to:
GARY W. WAGGONER, ESQ. KIMBERLY J. SMITH, ESQ.
Security Life of Denver Insurance Company Sutherland Asbill & Brennan LLP
1290 Broadway 1275 Pennsylvania Avenue, NW
Denver, Colorado 80203-5699 Washington, D.C. 20004-2415
(202) 383-0314
(Name and Address of Agent for Service)
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It is proposed that this filing will become effective:
on April 15, 1999 pursuant to paragraph (a) of Rule 485
---
60 days after filing pursuant to paragraph (a) of Rule 485
---
X on May 1, 1999 pursuant to paragraph (b) of Rule 485
---
immediately upon filing pursuant to paragraph (b) of Rule 485
---
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment
---
Title of securities being registered: Variable life insurance policies.
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SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 33-74190)
Cross-Reference Table
Form N-8B-2 Item No. Caption in Prospectus
1, 2 Cover; Security Life of Denver Insurance Company;
Security Life Separate Account L1
3 Inapplicable
4 Security Life of Denver Insurance Company
5, 6 Security Life Separate Account L1
7 Inapplicable
8 Financial Statements
9 Inapplicable
10(a), (b), (c), (d), (e) Policy Summary; Policy Values, Determining the
Value in the Variable Divisions;
Charges, Deductions and Refunds;
Surrender; Partial Withdrawals; The Guaranteed
Interest Division; Transfers of Account Value;
Right to Exchange Policy; Lapse; Reinstatement;
Premiums
10(f) Voting Privileges; Right to Change Operations
10(g), (h) Right to Change Operations
10(i) Tax Considerations; Detailed Information about the
FirstLine Universal Life Policy;
General Policy Provisions; The Guaranteed
Interest Division
11, 12 Security Life Separate Account L1
13 Policy Summary; Charges, Deductions and Refunds;
and Group or Sponsored Arrangements or
Corporate Purchasers
ii
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Form N-8B-2 Item No. Caption in Prospectus
14, 15 Policy Summary; Free Look Period or Right to
Examine Policy Period; General Policy
Provisions; Applying for a Policy
16 Premiums; Allocation of Net Premiums; How We
Calculate Accumulation Unit Values for Each
Division
17 Premium Payments Affect Your Coverage; Surrender;
Partial Withdrawals
18 Policy Summary; Tax Considerations; Detailed
Information about the FirstLine
Universal Life Policy; Security Life Separate
Account L1; Persistency Refund
19 Reports to Owners; Notification and
Claims Procedures; Performance Information
(Appendix C)
20 See 10(g) & 10(a)
21 Policy Loans
22 Policy Summary; Premiums; Grace Period; Security
Life Separate Account L1; Detailed Information
about the FirstLine Universal Life Policy
23 Inapplicable
24 Inapplicable
25 Security Life of Denver Insurance Company
26 Inapplicable
27, 28, 29, 30 Security Life of Denver Insurance Company
31, 32, 33, 34 Inapplicable
35 Inapplicable
36 Inapplicable
iii
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Form N-8B-2 Item No. Caption in Prospectus
37 Inapplicable
38, 39, 40, 41(a) General Policy Provisions; Distribution of
the Policies; Security Life of Denver Insurance
Company
41(b), 41(c), 42, 43 Inapplicable
44 Determining the Value in the Variable Divisions;
How We Calculate Accumulation Unit Values
for Each Division
45 Inapplicable
46 Partial Withdrawals; Detailed Information about
the FirstLine Universal Life Policy
47, 48, 49, 50 Inapplicable
51 Detailed Information about the FirstLine
Universal Life Policy
52 Determining the Value in the Variable Divisions;
Right to Change Operations
53(a) Tax Considerations
53(b), 54, 55 Inapplicable
56, 57, 58 Inapplicable
59 Financial Statements
iv
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Prospectus
FIRSTLINE VARIABLE UNIVERSAL LIFE
A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by
SECURITY LIFE OF DENVER INSURANCE COMPANY
AND
SECURITY LIFE SEPARATE ACCOUNT L1
Consider carefully the policy charges, deductions, and refunds beginning on page
47 in this prospectus.
You should read this prospectus and keep it for future reference. A prospectus
for each underlying fund portfolio must accompany and should be read together
with this prospectus.
This policy is not available in all jurisdictions. This policy is not offered in
any jurisdiction where this type of offering is not legal. Depending on the
state where it is issued, policy features may vary. You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information that is different.
Replacing your existing life insurance policy(ies) with this policy may not be
beneficial to you.
Your Policy
o is a flexible premium variable universal life insurance policy;
o is issued by Security Life of Denver Insurance Company;
o is guaranteed not to lapse during the first three policy years if you
meet certain requirements; and
o is returnable by you during the free look period or right to examine
policy period if you are not satisfied.
YOUR POLICY PREMIUM PAYMENTS
o are flexible, so the premium amount and frequency may vary;
o are allocated to variable investment divisions and the
guaranteed interest division, based on your instructions;
o are invested in shares of the underlying investment portfolios
under each variable division; and
o can be invested in up to eighteen investment options over the
policy's lifetime.
YOUR ACCOUNT VALUE
o is the sum of your holdings in the variable divisions, the
guaranteed interest division and the loan division;
o has no guaranteed minimum cash value under the variable
divisions. The value varies with the value of the matching
investment portfolio;
o has a minimum guaranteed rate of return if you have an
amount in the guaranteed interest division; and
o is subject to various expenses and charges, including possible
surrender charges.
DEATH PROCEEDS
o are paid if the policy is still in force when the insured person
dies;
o are equal to the death benefit minus outstanding policy loans,
accrued loan interest and unpaid charges incurred before the insured
person dies;
o are calculated under your choice of options;
* Option 1- a fixed minimum death benefit
* Option 2- a stated death benefit plus your account value
* Option 3- a stated death benefit plus the sum of the premiums you
have paid minus partial withdrawals you have taken for
policies delivered on or before December 31, 1997; and
o are generally not federally income taxed if your policy continues to
meet the federal income tax definition of life insurance.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DATE OF PROSPECTUS MAY 1, 1999
Form V-55-99
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ISSUED BY: Security Life of Denver UNDERWRITTEN BY: ING America Equities, Inc.
Insurance Company 1290 Broadway
Security Life Center Denver, CO 80203-5699
1290 Broadway (303) 860-2000
Denver, CO 80203-5699
(800) 525-9852
THROUGH ITS: Security Life Separate Account L1
ADMINISTERED BY: Customer Service Center
P.O. Box 173888
Denver, CO 80217-3888
(800) 848-6362
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TABLE OF CONTENTS
POLICY SUMMARY.................................................................8
Your Policy...........................................................8
Free Look Period or Right to Examine Policy Period....................8
Your Policy Premiums..................................................8
Allocation of Net Premiums...................................8
Variable Divisions....................................................8
Policy Values.........................................................9
Your Account Value in the Variable Divisions.................9
Transfers of Account Value...........................................10
Special Policy Features..............................................10
Additional Benefits.........................................10
Dollar Cost Averaging.......................................10
Automatic Rebalancing.......................................10
Loans.......................................................10
Partial Withdrawals.........................................10
Persistency Refund..........................................10
Policy Modification, Termination and Continuation
Features...........................................................10
Right to Exchange Policy....................................10
Surrender...................................................10
Lapse.......................................................11
Reinstatement...............................................11
Policy Maturity.............................................11
Death Benefits.......................................................11
Charges and Deductions...............................................11
Deductions from Premium.....................................11
Deductions from the Variable Divisions......................12
Monthly Deductions from Your Account Value..................12
Policy Transaction Fees.....................................12
Surrender Charges...........................................12
Tax Considerations...................................................12
INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE
INVESTMENT OPTIONS
AND THE GUARANTEED INTEREST DIVISION........................................13
Security Life of Denver Insurance Company............................13
Year 2000 Preparedness...............................................13
Security Life Separate Account L1....................................14
Variable Account Structure..................................14
Order of Variable Account Liabilities.......................14
Variable Divisions..........................................14
Investment Portfolios.......................................14
Objectives of the Investment Portfolios..............................15
The Guaranteed Interest Division.....................................19
Maximum Number of Investment Divisions...............................19
DETAILED INFORMATION ABOUT THE FIRSTLINE VARIABLE UNIVERSAL LIFE
POLICY.......20
Applying for a Policy................................................20
Policy Issuance.............................................20
Definition of Life Insurance Choice.........................20
Temporary Insurance..................................................20
Premiums ............................................................21
Scheduled Premiums..........................................21
Unscheduled Premium Payments................................21
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Minimum Annual Premium......................................22
Special Continuation Period.................................22
Allocation of Net Premiums..................................22
Premium Payments Affect Your Coverage................................23
Modified Endowment Contracts................................23
Death Benefits.......................................................23
Base Death Benefit..........................................25
Death Benefit Options.......................................25
Changes in Death Benefit Options............................26
Changes in Death Benefit Amounts............................27
Guaranteed Minimum Death Benefit............................28
Requirements to Maintain the Guarantee Period...............28
Additional Benefits..................................................29
Accidental Death Benefit Rider..............................29
Additional Insured Rider....................................29
Adjustable Term Insurance Rider.............................30
Children's Insurance Rider..................................31
Right to Change Insured Rider...............................31
Guaranteed Insurability Rider...............................31
Waiver of Cost of Insurance Rider...........................31
Waiver of Specified Premium Rider...........................31
Special Features.....................................................31
Policy Maturity.............................................31
Right to Exchange Policy....................................31
Policy Values........................................................32
Account Value...............................................32
Net Account Value...........................................32
Cash Surrender Value........................................32
Net Cash Surrender Value....................................32
Determining the Value in the Variable Divisions.............32
How We Calculate Accumulation Unit Values for Each Division.33
Transfers of Account Value...........................................33
Excessive Trading...........................................33
Guaranteed Interest Division Transfers......................34
Dollar Cost Averaging................................................34
Changing Dollar Cost Averaging..............................34
Terminating Dollar Cost Averaging...........................34
Automatic Rebalancing................................................35
Changing Automatic Rebalancing..............................35
Terminating Automatic Rebalancing...........................35
Policy Loans.........................................................35
Loan Repayment..............................................36
Loans and Your Benefits.....................................36
Partial Withdrawals..................................................37
Partial Withdrawals under Death Benefit Option 1............37
Partial Withdrawals under Death Benefit Option 2............37
Partial Withdrawals under Death Benefit Option 3............37
Stated Death Benefit and Target Death Benefit Reductions....37
Partial Withdrawal Mechanics................................38
Lapse................................................................38
Grace Period................................................38
If You Have the Guaranteed Minimum Death Benefit in Effect..38
Reinstatement........................................................39
Surrender............................................................40
General Policy Provisions............................................40
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Free Look Period or Right to Examine Policy Period..........40
Your Policy.................................................41
Age.........................................................41
Ownership...................................................41
Beneficiary(ies)............................................41
Collateral Assignment.......................................42
Incontestability............................................42
Misstatements of Age or Gender..............................42
Suicide ...................................................42
Transaction Processing......................................42
Notification and Claims Procedures..........................43
Telephone Privileges........................................43
Non-participation...........................................43
Distribution of the Policies................................43
Advertising Practices and Sales Literature..................44
Settlement Provisions.......................................44
Administrative Information About the Policy..........................45
Voting Privileges...........................................45
Material Conflicts..........................................46
Right to Change Operations..................................46
Reports to Owners...........................................47
CHARGES, DEDUCTIONS AND REFUNDS...............................................47
Deductions from Premiums.............................................47
Tax Charges.................................................47
Sales Charge................................................48
Daily Deductions from the Variable Account...........................48
Mortality and Expense Risk Charge...........................48
Monthly Deductions from Your Account Value...........................48
Policy Charge...............................................49
Monthly Administrative Charge...............................49
Cost of Insurance Charge....................................49
Guaranteed Issue............................................50
Charges for Additional Benefits.............................50
Changes in Monthly Charges..................................50
Guaranteed Minimum Death Benefit Charge.....................50
Policy Transaction Fees..............................................50
Partial Withdrawals.........................................50
Transfers...................................................50
Illustrations...............................................50
Premium Allocation Change...................................50
Persistency Refund...................................................51
Surrender Charge.....................................................51
Administrative Surrender Charge.............................52
Sales Surrender Charge......................................52
Calculation of Surrender Charge.............................53
Fees and Expenses of the Investment Portfolios.......................54
Investment Portfolio Annual Expenses........................55
Group or Sponsored Arrangements or Corporate Purchasers..............57
Other Charges........................................................57
TAX CONSIDERATIONS............................................................57
Tax Status of the Policy.............................................57
Diversification Requirements.........................................58
Tax Treatment of Policy Death Benefits...............................58
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Modified Endowment Contracts.........................................59
Multiple Policies....................................................59
Distributions Other than Death Benefits from Modified Endowment
Contracts..........................................................59
Distributions Other than Death Benefits from Policies That Are Not
Modified Endowment Contracts.......................................59
Investment in the Policy.............................................59
Policy Loans.........................................................60
Section 1035 Exchanges...............................................60
Tax-exempt Policy Owners.............................................60
Possible Tax Law Changes.............................................60
Changes to Comply with the Law.......................................60
Other................................................................60
ILLUSTRATIONS.................................................................62
ADDITIONAL INFORMATION........................................................66
Directors and Officers...............................................66
Regulation...........................................................69
Legal Matters........................................................69
Legal Proceedings....................................................69
Experts ............................................................69
Registration Statement...............................................69
FINANCIAL STATEMENTS..........................................................70
APPENDIX A...................................................................171
APPENDIX B...................................................................179
APPENDIX C...................................................................180
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INDEX OF SPECIAL TERMS
The following special terms are used in this prospectus. We explain each term on
the page(s) listed in the body of this prospectus and in the summary, if
applicable:
Account value..................................................................9
Accumulation unit.............................................................32
Accumulation unit value.......................................................32
Adjustable term insurance rider...............................................23
Age.......................................................................20, 41
Base death benefit............................................................25
Beneficiary(ies)..............................................................11
Cash surrender value...........................................................9
Customer service center........................................................2
Death proceeds................................................................25
Free look period..............................................................40
General account...............................................................14
Guarantee period..............................................................28
Guarantee period annual premium...............................................28
Guaranteed interest division..................................................19
Guaranteed minimum death benefit..............................................28
Initial premium...............................................................20
Insured.......................................................................20
Investment date...............................................................20
Investment division...........................................................19
Loan division..................................................................9
Maturity date.................................................................31
Minimum annual premium........................................................22
Monthly processing date.......................................................22
Net account value..........................................................9, 32
Net amount at risk.............................................................9
Net cash surrender value.......................................................9
Net premium................................................................8, 22
Owner......................................................................8, 41
Partial withdrawal............................................................37
Policy.....................................................................8, 14
Policy date...................................................................20
Policy loan...................................................................35
Portfolios.................................................................9, 14
Rider.........................................................................10
Scheduled premium.............................................................21
Segment.......................................................................27
Special continuation period...................................................22
Stated death benefit..........................................................20
Surrender charge...............................................................9
Target death benefit..........................................................30
Target premium................................................................52
Total death benefit...........................................................30
Transaction date..............................................................32
Valuation date.................................................................9
Valuation period...........................................................9, 33
Variable account..............................................................14
Variable division(s)..........................................................14
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POLICY SUMMARY
THIS SUMMARY HIGHLIGHTS SOME OF THE IMPORTANT POINTS ABOUT YOUR POLICY. THE
POLICY IS MORE FULLY DESCRIBED IN THE ATTACHED, COMPLETE PROSPECTUS. PLEASE READ
THE PROSPECTUS CAREFULLY. "WE," "US," "OUR," AND THE "COMPANY" REFER TO SECURITY
LIFE OF DENVER INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE POLICY OWNER.
THE OWNER IS THE INDIVIDUAL, ENTITY, PARTNERSHIP, REPRESENTATIVE OR PARTY WHO
MAY EXERCISE ALL RIGHTS OVER THE POLICY AND RECEIVE THE POLICY BENEFITS DURING
THE INSURED PERSON'S LIFETIME.
ANY STATE VARIATIONS ARE COVERED IN A SPECIAL POLICY FORM FOR USE IN THAT STATE.
THIS PROSPECTUS PROVIDES A GENERAL DESCRIPTION OF THE POLICY. YOUR ACTUAL POLICY
AND ANY RIDERS ARE THE CONTROLLING DOCUMENTS. IF YOU WOULD LIKE TO REVIEW A COPY
OF THE POLICY AND RIDERS, CONTACT OUR CUSTOMER SERVICE CENTER.
YOUR POLICY
Your policy provides life insurance protection on the insured person. The policy
includes the basic policy, applications, and any riders or endorsements. As long
as the policy remains in force, we pay a death benefit at the death of the
insured person. While your policy is in force, you may access your policy value
by taking loans or partial withdrawals. You may also surrender your policy for
its net cash surrender value. On the policy anniversary after the insured person
reaches age 100, if the insured person is still alive we will pay a maturity
benefit instead of a death benefit. SEE POLICY MATURITY, PAGE 31.
Life insurance is not a short-term investment. You should evaluate your need for
life insurance coverage and this policy's long-term investment potential and
risks before purchasing a policy.
FREE LOOK PERIOD OR RIGHT TO EXAMINE POLICY PERIOD
You have the right to examine your policy and return it for a refund of premiums
paid or the account value, as specified by state law, if you are not satisfied
for any reason. The policy is then void. SEE FREE LOOK PERIOD OR RIGHT TO
EXAMINE POLICY PERIOD, PAGE 40.
YOUR POLICY PREMIUMS
The policy is a flexible premium policy because the amount and frequency of the
premium payments you make may vary within limits. You must make premium
payments:
o for us to issue your policy;
o sufficient to keep your policy in force; and
o as necessary to continue certain benefits.
On your application, you choose how much and how often you want to pay premiums.
Depending on your choices, it may not be enough to keep your policy or certain
riders in force. The amount of premium you pay affects the length of time your
policy stays in force. SEE PREMIUMS, PAGE 21.
ALLOCATION OF NET PREMIUMS
This policy has premium-based charges which are subtracted from your payments.
We add the balance, or the net premium, to your policy based on your investment
instructions. You may allocate the net premiums among one or more variable
divisions, the guaranteed interest division, or both. You may not invest in more
than eighteen investment divisions, including the guaranteed interest division,
over the life of your policy.
We apply net premium payments we have received from you to your policy after we:
o receive your initial premium;
o have the information we require;
o approve your policy application; and
o issue your policy.
You need to allocate your premiums to your investment choices in percentages
that are whole numbers and which total 100%. SEE ALLOCATION OF NET PREMIUMS,
PAGE 22.
VARIABLE DIVISIONS
Any amount you direct into the guaranteed interest division is credited with
interest at a fixed rate set by us. If you invest in any of the following
variable divisions, depending on market conditions, you may make or lose money.
The variable divisions are described in the prospectuses for the underlying
investment portfolios.
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Each variable division investment portfolio has its own investment objective.
SEE OBJECTIVES OF THE INVESTMENT PORTFOLIOS, PAGE 15.
AIM VARIABLE INSURANCE FUNDS
AIM V.I. Capital Appreciation Fund
AIM V.I. Government Securities Fund
THE ALGER AMERICAN FUND
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND & VARIABLE INSURANCE
PRODUCTS FUND II
VIP Growth Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio
VIP II Asset Manager Portfolio
VIP II Index 500 Portfolio
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund (formerly, INVESCO VIF-Industrial Income
Portfolio)
INVESCO VIF-High Yield Fund
INVESCO VIF-Small Company Growth Fund
INVESCO VIF-Total Return Fund
INVESCO VIF-Utilities Fund
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger Berman AMT Growth Portfolio
Neuberger Berman AMT Limited Maturity Bond Portfolio
Neuberger Berman AMT Partners Portfolio
VAN ECK WORLDWIDE INSURANCE TRUST
Van Eck Worldwide Bond Fund
Van Eck Worldwide Emerging Markets Fund
Van Eck Worldwide Hard Assets Fund
Van Eck Worldwide Real Estate Fund
POLICY VALUES
Your policy account value is the amount you have in the guaranteed interest
division, plus the amount you have in each variable division. If you have
outstanding policy loans, your account value includes the amount in the loan
division. The loan division is part of our general account specifically designed
to hold money used as collateral for loans and loan interest. The general
account contains all of our assets other than those held in the variable
account, or our other separate accounts. Your account value reflects:
o net premiums;
o deductions for charges;
o the investment performance of the amounts you have in the variable
divisions;
o interest earned on the amount you have in the guaranteed interest
division;
o interest earned on the amount you have in the loan division; and
o partial withdrawals.
We subtract charges and partial withdrawals you take from your account value.
You make a partial withdrawal when you withdraw part of your net cash surrender
value. Partial withdrawals may reduce the amount of base death benefit which may
trigger a surrender charge.
We may deduct a surrender charge from your account value in the event of:
o surrender;
o policy lapse;
o requested reductions in the stated death benefit; or
o certain partial withdrawals.
SEE SURRENDER CHARGE, PAGE 51.
Your cash surrender value is equal to your account value minus any surrender
charge.
Your net cash surrender value is equal to the cash surrender value minus
outstanding policy loans and accrued loan interest, if any.
Your net account value is equal to the account value minus outstanding policy
loans and accrued loan interest, if any.
YOUR ACCOUNT VALUE IN THE VARIABLE DIVISIONS
Accumulation units are the way we measure value in the variable divisions.
Accumulation unit value is the value of a unit of a variable division on the
valuation date. Each variable division has a different accumulation unit value.
SEE DETERMINING THE VALUE IN THE VARIABLE DIVISIONS, PAGE 32.
On each valuation date, we determine the accumulation unit values. The
accumulation unit value for each variable division reflects the investment
performance of the matching investment portfolio during the valuation period.
The valuation period is the time beginning at 4:00 p.m. Eastern time on a
valuation date and ending at 4:00 p.m. Eastern time on the next valuation date.
Each accumulation
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unit value reflects asset-based charges under the policy, and the expenses of
the investment portfolios. SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR
EACH DIVISION, PAGE 33.
TRANSFERS OF ACCOUNT VALUE
You may make up to twelve free transfers among the variable divisions or to the
guaranteed interest division per policy year. We charge $25 for each transfer
over twelve you make in a policy year. This charge does not apply to any
automatic rebalancing or dollar cost averaging transfers: they are free. There
are restrictions on transfers to or from the guaranteed interest division. SEE
TRANSFERS OF ACCOUNT VALUE, PAGE 33.
SPECIAL POLICY FEATURES
ADDITIONAL BENEFITS
You may attach certain additional benefits to your policy by rider. A rider
changes benefits under your policy. In most cases, we deduct a monthly charge
from your account value for these benefits. SEE ADDITIONAL BENEFITS, PAGE 29.
DOLLAR COST AVERAGING
You may choose dollar cost averaging on your application or complete a customer
service form. Dollar cost averaging is a systematic plan of transferring account
values to selected investment divisions. It is intended to protect your policy's
value from short-term price fluctuations. However, dollar cost averaging does
not assure a profit, nor does it protect against a loss in a declining market.
Dollar cost averaging is free. SEE DOLLAR COST AVERAGING, PAGE 34.
AUTOMATIC REBALANCING
You may choose automatic rebalancing on your policy. Automatic rebalancing
periodically reallocates your net account value among the investment divisions
to maintain your specified distribution of account value among those divisions.
Automatic rebalancing is free. SEE AUTOMATIC REBALANCING, PAGE 35.
LOANS
You may take loans against your policy's net cash surrender value. We charge an
annual loan interest rate of 3.75%. We credit an annual interest rate of 3% on
amounts held in the loan division as collateral for your loan. Beginning in your
eleventh policy year, where permitted by law, we may include amounts in the loan
division for calculation of your policy's persistency refund. SEE POLICY LOANS,
PAGE 35.
PARTIAL WITHDRAWALS
You may withdraw part of your net cash surrender value any time after your first
policy year. You may make only one partial withdrawal per policy year. Partial
withdrawals may reduce the death benefit and will reduce your account value.
Surrender charges may apply. SEE PARTIAL WITHDRAWALS, PAGE 37.
PERSISTENCY REFUND
After your tenth policy anniversary, where permitted by state law, we credit
your account value with a persistency refund on every monthly processing date.
SEE PERSISTENCY REFUND, PAGE 51.
POLICY MODIFICATION, TERMINATION AND CONTINUATION FEATURES
RIGHT TO EXCHANGE POLICY
For 24 months after the policy date you can exchange your policy for a
guaranteed policy, unless state law requires differently. The right to exchange
your policy is free. SEE RIGHT TO EXCHANGE POLICY, PAGE 31.
SURRENDER
You may surrender your policy for its net cash surrender value at any time while
the insured person is living.
We calculate your net cash surrender value on the valuation date we receive your
request and policy at our customer service center. All insurance coverage ends
on the date we receive your request. You must return your policy or a lost
policy form to us. SEE SURRENDER, PAGE 40.
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LAPSE
In general, insurance coverage continues as long as your policy's net cash
surrender value is enough to pay the monthly deductions. However, your policy
and its riders are guaranteed not to lapse during the first three years of your
policy if the conditions of the special continuation period have been met. SEE
LAPSE, PAGE 38, AND SPECIAL CONTINUATION PERIOD, PAGE 22.
REINSTATEMENT
You may reinstate your policy and its riders within five years of its lapse if
you still own the policy and the insured person is still living.
You will need to give proof that the insured person continues to be insurable.
You will also need to pay required reinstatement premiums.
If the guaranteed minimum death benefit lapses and you do not correct it, this
feature terminates. Once it terminates, you cannot reinstate this feature.
We will reinstate any policy loans existing when coverage ended, with accrued
loan interest to the date of the lapse. SEE REINSTATEMENT, PAGE 39.
POLICY MATURITY
If the insured person is still living on the maturity date or the policy
anniversary nearest the date when the insured person reaches age 100, you must
surrender your policy and we will pay the net account value. Your policy then
ends. SEE POLICY MATURITY, PAGE 31.
DEATH BENEFITS
At the insured person's death, we pay death proceeds to the beneficiary(ies) if
your policy is still in force. The beneficiary(ies) is(are) the person or people
you name to receive the death proceeds. The death proceeds equal the base death
benefit plus amounts payable by rider, minus the amount of any outstanding
policy loan and accrued loan interest. Based on the death benefit option you
have chosen, the base death benefit varies.
The base death benefit does not include any adjustable term insurance rider you
may have on your policy. The target death benefit includes any adjustable term
insurance rider you may have on your policy plus your base death benefit. The
total death benefit is at least equal to or greater than your target death
benefit. The death benefit at issue may vary from the stated death benefit plus
adjustable term insurance coverage for some 1035 exchanges.
The minimum stated death benefit to issue a policy is $50,000. However, we may
lower this minimum for group or sponsored arrangements, or corporate purchasers.
SEE DEATH BENEFITS, PAGE 23.
You may change your base death benefit amount while your policy is in force,
subject to certain restrictions. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 27.
CHARGES AND DEDUCTIONS
DEDUCTIONS FROM PREMIUM
We make the following deductions from each premium payment you make:
1. Tax charges -- We currently deduct a charge of 2.5% of premiums for
state and local taxes. We currently deduct a charge of 1.5% of each
premium to cover our estimated cost of the federal income tax treatment
of deferred acquisition costs. SEE TAX CHARGES, PAGE 47.
2. Sales charge-- We deduct a percentage of each premium to cover a
portion of our expenses in selling your policy. This charge is based on
the insured person's age when the policy becomes effective, or the date
of an increase in coverage or when a new segment is added. The initial,
or first segment, is the stated death benefit on the effective date of
the policy. An increase in the stated death benefit (other than one
caused by a death benefit option change) will cause a new segment to be
created.
Age of Sales Charge
Insured Person Percentage
-------------- ------------
0-49 2.25%
50-59 3.25%
60-85 4.25%
SEE DEDUCTIONS FROM PREMIUMS, PAGE 47.
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DEDUCTIONS FROM THE VARIABLE DIVISIONS
We assess a mortality and expense risk charge of 0.75% per year or 0.002055% per
day against the variable divisions. This charge compensates us for mortality and
expense risks under the policies. SEE DAILY DEDUCTIONS FROM THE VARIABLE
ACCOUNT, PAGE 48.
MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE
We deduct the following charges from your account value at the beginning of each
policy month:
1. Initial policy charge -- $10 per month for the first three policy
years.
2. Monthly administrative charge -- $3 per month plus $0.0125 per $1,000
of the stated death benefit, or of the target death benefit, if
greater. Currently, we limit the per $1,000 charge to $15 per month.
3. Cost of insurance charge -- Based on the net amount at risk on the life
of the insured person.
The amount of this charge differs for:
o the segments of the base death benefit; and
o the adjustable term insurance rider.
4. Charges for additional benefits -- The cost of additional benefits you
choose. The adjustable term insurance rider charge is included in the
cost of insurance charge.
5. Guaranteed minimum death benefit charge -- currently $0.005 per $1,000
of the stated death benefit during the guarantee period. This charge is
guaranteed never to be greater than $0.01 per $1,000 of the stated
death benefit.
SEE MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE 48.
POLICY TRANSACTION FEES
We deduct policy transaction fees from your account value at the time of the
transaction.
The following are the current transaction fees. SEE POLICY TRANSACTION FEES,
PAGE 50.
1. Partial withdrawal fee -- Lesser of $25 or 2% of the amount requested.
2. Transfer fee -- We allow twelve free transfers among investment
divisions per policy year. For each transfer beyond that, a $25 fee
applies.
3. Illustrations -- You may request one free illustration per policy year.
For each illustration beyond that, a $25 fee may apply.
4. Premium Allocation Change -- You may make five free premium allocation
changes per policy year. For each premium allocation change beyond
that, a $25 fee applies.
SURRENDER CHARGES
During the first fourteen years of your policy or an additional segment, we
assess a surrender charge if you:
o surrender the policy;
o reduce the stated death benefit (other than
by changing the death benefit option);
o let your policy lapse; or
o take a partial withdrawal which reduces
your stated death benefit.
The charge is made up of the administrative surrender charge, plus the sales
surrender charge.
The administrative surrender charge is a fixed dollar amount per each $1,000 of
stated death benefit. It depends upon the insured person's age at the policy
date, or the effective date of each additional segment. The sales surrender
charge is never more than 50% of one base standard target premium. SEE SURRENDER
CHARGE, PAGE 51.
TAX CONSIDERATIONS
Under current federal income tax law, death benefits of life insurance policies
generally are not subject to income tax. In order for this treatment to apply,
the policy must qualify as a life insurance contract. We believe it is
reasonable to conclude that the policy will qualify as a life insurance
contract. SEE TAX STATUS OF THE POLICY, PAGE 57.
Assuming the policy qualifies as a life insurance contract, under current
federal income tax law, your
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account value earnings are generally not subject to income tax as long as they
remain within your policy. However depending on circumstances, the following
events may cause taxable consequences for you:
o partial withdrawals;
o surrender; or
o lapse.
In addition to the events listed above, if your policy is a modified endowment
contract, loans against or secured by the policy may cause income taxation. A
penalty tax may be imposed on a distribution from a modified endowment contract
as well. SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 59.
You should consult a qualified legal or tax adviser before you purchase your
policy.
INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE INVESTMENT OPTIONS
AND THE GUARANTEED INTEREST DIVISION
SECURITY LIFE OF DENVER INSURANCE COMPANY
Security Life of Denver Insurance Company ("Security Life") is a stock life
insurance company organized under the laws of the State of Colorado in 1929. Our
headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are
admitted to do business in the District of Columbia and all states except New
York. At the close of 1998, the company and its consolidated subsidiaries had
over $174.3 billion of life insurance in force. As of December 31, 1998 our
total assets were over $10.0 billion, and our shareholder's equity was over $926
million.
We have a complete line of life insurance products, including:
o annuities;
o individual life;
o group life;
o pension products; and
o market life reinsurance.
Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING").
ING is one of the world's three largest diversified financial services
organizations. ING is headquartered in Amsterdam, The Netherlands. It has
consolidated assets over $461.8 billion on a Dutch (modified U.S.) generally
accepted accounting principles basis, as of December 31, 1998.
The principal underwriter and distributor for our policies is ING America
Equities, Inc. ING America Equities is a stock corporation organized under the
laws of the State of Colorado in 1993. It is a wholly owned subsidiary of
Security Life and is a registered broker-dealer with the SEC and the NASD. ING
America Equities, Inc. is located at 1290 Broadway, Denver, Colorado 80203-5699.
YEAR 2000 PREPAREDNESS
Security Life of Denver Insurance Company is aware of the computer problems that
may exist surrounding the Year 2000. Our senior management projects information
processing and delivery systems to have a Year 2000 readiness interim target
completion date of June 29, 1999 with a final completion date of December 31,
1999.
The Year 2000 problem originates from the predominant use in computer programs
of a two-digit field to capture the year, for example 99 instead of 1999. When
we reach the year 2000 many of these programs will assume the year 00 is
actually 1900 rather than 2000. This incorrect assumption can lead to erroneous
results, false calculations or system failures. This is not only a computer
problem, but also applies to other machinery or equipment containing computer
chips which calculate dates for correct performance, the so-called "embedded
systems". That is why errors, ranging from telephone shutdown to other services
may occur as well. This potential risk is often referred to as the "Millennium
Bug" or the "Year 2000 problem".
The problem is made more complex by the many lines of code that can be affected
in a single system, the number of systems required to support business
activities and the interdependence of both the internal and external systems
involved in exchanging data. This is particularly true for the financial
services industry, where information is at the heart of the business and which
depends heavily on the uninterrupted transfer of data world-wide, bank-to- bank
and with clearing houses, exchanges and
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agencies. If the potential problems are not addressed, this could in some cases
result in business system failure. From a financial perspective, this could, for
instance, lead to incorrect interest calculations or over/under payments.
A project plan has been implemented and our project team has analyzed and
remediated our in-house source code. We completed the remediation in December,
1998. The project plan covers Security Life, ING America Equities, Inc.,
Midwestern United Life Insurance Company, and First ING Life Insurance Company
of New York. We will follow our normal project management methodology including
communication with senior management on a monthly and as-needed basis. Our
targeted completion date is scheduled for June 29, 1999, but there is no
assurance that Security Life will be successful, or that interaction with other
service providers will not impact our services at that time.
Security Life has completed an inventory and assessment of all vendor products.
We are in the process of verifying that each vendor product is Year 2000 ready.
Funds have been allocated for the 1999 efforts, and we believe we have
sufficient resources to ensure Year 2000 processing capabilities.
SECURITY LIFE SEPARATE ACCOUNT L1
VARIABLE ACCOUNT STRUCTURE
We established Security Life Separate Account L1 (the "variable account") on
November 3, 1993, under Colorado's insurance law. It is a unit investment trust,
registered with the SEC under the Investment Company Act of 1940. The SEC does
not supervise our management of the variable account or Security Life.
The variable account is a separate investment account. It is used to support our
variable life insurance policies and for other purposes allowed by law and
regulation. We keep the variable account assets separate from our general
account and other separate accounts. We may offer other variable life insurance
contracts with different benefits and charges that invest in the variable
account. We do not discuss these contracts in this prospectus. The variable
account may invest in other securities not available for the policy described in
this prospectus. The general account contains all of our assets other than those
held in the variable account (variable divisions) or other separate accounts.
The company owns all the assets in the variable account. We credit gains to or
charge losses against the variable account without regard to performance of
other investment accounts.
ORDER OF VARIABLE ACCOUNT LIABILITIES
State law provides that we may not charge general account liabilities against
variable account assets equal to its reserves and other liabilities. This means
that in the event we were ever to become insolvent, the variable account assets
will be used first to pay variable account policy claims. Only if assets remain
in the variable account after these claims have been satisfied can these assets
be used to pay other policy owners and our creditors.
The variable account may have liabilities from assets credited to other variable
life policies offered by the variable account. If the assets of the variable
account are greater than required reserves and policy liabilities, we may
transfer the excess to our general account.
VARIABLE DIVISIONS
The variable account has several divisions. Each division invests in shares of a
matching investment portfolio. This means that the investment performance of a
policy depends on the performance of the investment portfolios you choose. Each
investment portfolio has its own investment objective. These investment
portfolios are not available directly to individual investors. They are only
available as the underlying investments for variable annuity and variable life
insurance contracts and certain pension accounts.
INVESTMENT PORTFOLIOS
Each of the investment portfolios is a separate series of an open-end management
investment company. The investment company receives investment advice from a
registered investment adviser who is not associated with us.
The investment portfolios sell shares to separate accounts of insurance
companies. These insurance companies may or may not be affiliated with us. This
is known as "shared funding." Investment portfolios may sell shares as the
underlying investment for both variable annuity and variable life
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insurance contracts. This process is known as "mixed funding."
The investment portfolios may sell shares to certain qualified pension and
retirement plans that qualify under Section 401 of the Internal Revenue Code
("IRC"). As a result, a material conflict of interest may arise between
insurance companies, owners of different types of contracts and retirement
plans, or their participants.
If there is a material conflict, we will consider what should be done, including
removing the investment portfolio from the variable account. There are certain
risks with mixed and shared funding, and with selling shares to qualified
pension and retirement plans. See the investment portfolios' prospectuses.
OBJECTIVES OF THE INVESTMENT PORTFOLIOS
Each investment portfolio has a different investment objective that it tries to
achieve by following its own investment strategy. The objectives and policies of
each investment portfolio affect its return and its risks. With this prospectus,
you must receive the current prospectus for each investment portfolio. We
summarize the investment objectives for each investment portfolio here. You
should read each investment portfolio prospectus.
Certain investment portfolios offered under this policy have investment
objectives and policies similar to other funds managed by the portfolio's
investment adviser. The investment results of a portfolio may be higher or lower
than those of other funds managed by the same adviser. There is no assurance,
and no representation is made, that the investment results of any investment
portfolio will be comparable to those of another fund managed by the same
investment adviser.
Some investment portfolio advisers (or their affiliates) may pay us compensation
for servicing, administration or other expenses. Currently, these advisers
include A I M Advisors, Inc.; Fidelity Investments(R); Fred Alger Management,
Inc.; INVESCO Funds Group, Inc.; Neuberger Berman Management Inc.; and Van Eck
Global. The amount of compensation is usually based on the aggregate assets of
the investment portfolio from contracts that we issue or administer. Some
advisers may pay us more than others. AIM VARIABLE INSURANCE FUNDS, INC.
AIM Variable Insurance Funds, Inc. is a registered, open-end, series, management
investment company. A I M Advisors, Inc., ("AIM") serves as each fund's
investment adviser. AIM has acted as an investment adviser since its
organization in 1976. Today, AIM, together with its subsidiaries, advises or
manages over 110 investment portfolios encompassing a broad range of investment
objectives.
AIM V.I. Capital Appreciation Fund -- seeks growth of capital through
investment in common stocks, with emphasis on medium- and small-sized
growth companies.
AIM V.I. Government Securities Fund -- seeks to achieve high current income
consistent with reasonable concern for safety of principal by investing in
debt securities issued, guaranteed or otherwise backed by the United States
Government.
THE ALGER AMERICAN FUND
The Alger American Fund is a registered investment company organized on April 6,
1988. It is a multi- series Massachusetts business trust. The Fund's investment
manager is Fred Alger Management, Inc., which has provided investment advisory
services
since 1964.
Alger American Growth Portfolio -- seeks long-term capital appreciation.
The portfolio focuses on growing companies that generally have broad
product lines, markets, financial resources and depth of management. Under
normal circumstances, the portfolio invests primarily in equity securities
of large companies. The portfolio considers a large company to have a
market capitalization of $1 billion or greater.
Alger American Leveraged AllCap Portfolio -- seeks long-term capital
appreciation.
Under normal circumstances, the portfolio invests in the equity securities
of companies of any size which demonstrate promising growth potential.
The portfolio can leverage, that is, borrow money, to buy additional
securities. By borrowing money, the portfolio has the potential
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to increase its returns if the increase in the value of the securities purchased
exceeds the cost of borrowing, including interest paid for the money borrowed.
Alger American MidCap Growth Portfolio -- seeks long-term capital appreciation.
The portfolio focuses on midsize companies with promising growth potential.
Under normal circumstances, the portfolio invests primarily in equity
securities of companies having a market capitalization within the range of
companies in the S&P(R) MidCap 400 Index.
Alger American Small Capitalization Portfolio -- seeks long-term capital
appreciation.
The portfolio focuses on small, fast-growing companies that offer
innovative products, services or technologies to a rapidly expanding
marketplace. Under normal circumstances, the portfolio invests primarily in
equity securities of small capitalization companies. A small capitalization
company is one that has a market capitalization within the range of the
Russell(R) 2000 Growth Index or the S&P(R) SmallCap 600 Index.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE
PRODUCTS FUND II
Fidelity Variable Insurance Products Fund ("VIP" established November 13, 1981)
and Variable Insurance Products Fund II ("VIP II" established March 21, 1988)
are open-end, diversified, management investment companies. These funds are
organized as Massachusetts business trusts.
Fidelity Management & Research Company ("FMR") manages and provides investment
and other services to the funds named here. However, Bankers Trust Company also
provides sub-advisory services for VIP II Index 500 Portfolio. FMR is the
management arm of Fidelity Investments(R), which was established in 1946, and is
one of America's largest mutual fund managers.
VIP Growth Portfolio -- seeks capital appreciation.
FMR's principal investment strategies include:
o Investing primarily in common stocks.
o Investing in companies that it believes have above-average growth
potential (stocks of these companies are often called "growth"
stocks).
o Investing in domestic and foreign issuers.
o Using fundamental analysis of each issuer's financial condition
and industry position and market and economic conditions to select
investments.
VIP Money Market Portfolio -- seeks as high a level of current income as is
consistent with the preservation of capital and liquidity.
FMR's principal investment strategies include:
o Investing in U.S. dollar-denominated money market securities,
including U.S. Government securities and repurchase agreements,
and entering into reverse repurchase agreements.
o Investing more than 25% of total assets in the financial services
industry.
o Investing in compliance with industry- standard requirements for
money market funds for the quality, maturity and diversification
of investments.
VIP Overseas Portfolio -- seeks long-term growth of capital.
FMR's principal investment strategies include:
o Investing at least 65% of total assets in foreign securities.
o Investing primarily in common stocks.
o Allocating investments across countries and regions considering
the size of the market in each country and region relative to the
size of the international market as a whole.
o Using fundamental analysis of each issuer's financial condition
and industry position and market and economic conditions to select
investments.
VIP II Asset Manager Portfolio -- seeks high total return with reduced risk
over the long term by allocating its assets among stocks, bonds, and
short-term instruments.
FMR's principal investment strategies include:
o Allocating the fund's assets among stocks, bonds, and short-term
and money market instruments.
o Maintaining a neutral mix over time of 50% of assets in stocks,
40% of assets in bonds, and 10% of assets in short-term and money
market instruments.
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o Adjusting allocation among asset classes gradually within the
following ranges: stock class (30 - 70%), bond class (20 - 60%),
and short-term/money market class (0 - 50%).
o Investing in domestic and foreign issuers.
o Analyzing an issuer using fundamental and/or quantitative factors
and evaluating each security's current price relative to estimated
long-term value in selecting instruments.
VIP II Index 500 Portfolio -- seeks investment results that correspond to the
total return of common stocks publicly traded in the United States as
represented by the S&P(R) 500.
Bankers Trust Company (BT)'s principal investment strategies include:
o Investing at least 80% of assets in common stocks included in the
S&P(R) 500.
o Lending securities to earn income for the fund.
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO Variable Investment Funds, Inc. is a registered, open-end management
investment company. It was organized as a Maryland corporation on August 19,
1993. It is currently made up of ten diversified investment portfolios. Five of
these investment portfolios are described here.
INVESCO Funds Group, Inc. is the Funds' investment adviser. As the adviser, it
is mostly responsible for providing the portfolios with investment management,
various administrative services, and supervising the Fund's daily business
affairs.
INVESCO Capital Management, Inc. sub-advises the Total Return Fund. "VIF" refers
to INVESCO Variable Investment Fund. INVESCO Distributors, Inc. ("IDI"),
provides distribution services for the INVESCO Variable Investment Funds, Inc.
INVESCO VIF-Equity Income Fund (Formerly, INVESCO VIF-Industrial Income
Portfolio) -- seeks high current income, with growth of capital as a
secondary objective.
The fund normally invests at least 65% of its assets in dividend-paying
common and preferred stocks, although in recent years that percentage has
been somewhat higher. Stocks held by the fund generally are expected to
produce a relatively high level of income and a consistent, stable return.
Although it focuses on the stocks of larger companies with a strong record
of paying dividends, the fund also may invest in companies that have not
paid regular dividends. The fund's equity investments are limited to stocks
that can be traded easily in the United States; it may, however, invest in
foreign securities in the form of American Depository Receipts (ADRs).
The rest of the fund's assets are invested in debt securities, generally
corporate bonds that are rated investment grade or better. The fund also
may invest up to 15% of its assets in lower-grade debt securities commonly
known as "junk bonds", which generally offer higher interest rates, but are
riskier investments than investment grade securities.
INVESCO VIF-High Yield Fund -- seeks to provide a high level of current income.
It invests substantially all of its assets in lower- rated debt securities,
commonly called "junk bonds," and preferred stock, including securities
issued by foreign companies. Although these securities carry with them
higher risks, they generally provide higher yields-- and therefore higher
income--than higher-rated debt securities.
INVESCO VIF-Small Company Growth Fund -- seeks investment growth over the long
term.
The fund normally invests at least 80% of its assets in equity securities
of companies with market capitalizations of $1 billion or less. INVESCO
uses a bottom-up investment approach to the fund's investment portfolio,
focusing on companies that are in the developing stages of their life
cycles. Using this approach, INVESCO tries to identify companies that it
believes are undervalued in the marketplace, have earnings which may be
expected to grow faster than the U.S. economy in general, and/or offer the
potential for accelerated earnings growth due to rapid growth of sales, new
products, management changes, or structural changes in the economy. The
prices of securities
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issued by these small companies tend to rise and fall more rapidly than
those of more established companies.
The remainder of the fund's assets can be invested in a wide range of
securities that may or may not be issued by small companies. In addition to
equity securities, the fund can invest in foreign securities and debt
securities, including so-called "junk bonds."
INVESCO VIF-Total Return Fund -- seeks to provide high total return through both
growth and current income.
It normally invests at least 30% of its assets in common stocks of
companies with a strong history of paying regular dividends and 30% of its
assets in debt securities. Debt securities include obligations of the
United States Government and government agencies. The remaining 40% of the
fund is allocated among these and other investments at INVESCO's
discretion, based upon current business, economic and market conditions.
INVESCO VIF-Utilities Fund -- seeks capital appreciation and income.
The fund normally invests at least 80% of its assets in companies doing
business in the utilities economic sector. The remainder of the fund's
assets are not required to be invested in the utilities economic sector.
The fund is aggressively managed. Although the fund can invest in debt
securities, it primarily invests in equity securities that INVESCO believes
will rise in price faster than other investments, as well as options and
other investments whose value is based upon the values of equity
securities.
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger Berman Advisers Management Trust (the "Trust,") is a registered,
open-end management investment company. It was organized as a Delaware business
trust on May 23, 1994. The Trust is made up of separate portfolios
("Portfolios"), each of which invests all of its net investable assets in a
matching series ("Series") of Advisers Managers Trust ("Managers Trust").
Managers Trust is a diversified, open-end management investment company
organized as a New York common law trust on May 24, 1994. This master feeder
structure is different from that of many other investment companies which
directly purchase and manage their own securities portfolios. Neuberger Berman
Management Incorporated acts as investment manager to Managers Trust. Neuberger
Berman, LLC is the sub-adviser.
The investments for the Portfolio are managed by the same portfolio manager(s)
who manage one or more other mutual funds that have similar names, investment
objectives and investment styles as the Portfolio. You should be aware that the
Portfolio is likely to differ from the other mutual funds in size, cash flow
pattern and tax matters. Accordingly, the holdings and performance of the
Portfolio can be expected to vary from those of the other mutual funds.
Shares of the separate Portfolios of Neuberger Berman Advisers Management Trust
are sold only through the currently effective prospectus and are not available
to the general public. Shares of the AMT Portfolios may be purchased only by
life insurance companies to be used with their separate accounts which fund
variable annuity and variable life insurance policies.
Neuberger Berman Growth Portfolio -- seeks growth of capital. It invests mainly
in common mid-capitalization securities.
The portfolio managers currently focus on the securities of
mid-capitalization companies. The managers use a growth-oriented investment
approach. A growth-oriented approach seeks stocks of companies that are
fast-growing in emerging or rapidly evolving industries.
Neuberger Berman Limited Maturity Bond Portfolio -- seeks the highest available
current income consistent with liquidity and low risk to principal; total
return is secondary goal.
The Limited Maturity Bond Portfolio invests mainly in investment-grade
bonds and other debt securities from U.S. Government and corporate issuers.
These may include mortgage-and asset- backed securities.
The portfolio may invest up to 10% of its net assets, measured at the time
of investment, in below investment grade fixed income securities, or
comparable unrated securities.
The Limited Maturity Bond Portfolio maintains an average portfolio duration
of four years or
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less. However, the series may invest in securities of any duration.
Neuberger Berman Partners Portfolio -- seeks growth of capital. The Portfolio
invests mainly in common stocks of mid-to large-capitalization companies.
Its investment program seeks securities believed to be undervalued based on
strong fundamentals, including low price to earnings ratio, consistent cash
flow, and the company's track record through all points of the market
cycle.
VAN ECK WORLDWIDE INSURANCE TRUST
Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a business trust under the laws of the Commonwealth of
Massachusetts on January 7, 1987. On April 12, 1995, Van Eck Investment Trust
changed its name to Van Eck Worldwide Insurance Trust. Van Eck Associates
Corporation serves as investment adviser and manager to the funds.
Van Eck Worldwide Bond Fund -- seeks high total return--income plus capital
appreciation--by investing globally, primarily in a variety of debt
securities.
Van Eck Worldwide Emerging Markets Fund -- seeks long term capital appreciation
by investing in equity securities in emerging markets around the world.
Van Eck Worldwide Hard Assets Fund -- seeks long term capital appreciation by
investing primarily in "hard asset securities." Income is a secondary
consideration. Hard assets include:
o precious metals;
o natural resources;
o real estate; and
o commodities.
Van Eck Worldwide Real Estate Fund -- seeks high total return by investing in
equity securities of companies that own significant real estate or
principally do business in real estate.
THE GUARANTEED INTEREST DIVISION
You may allocate all or a part of the net premiums and transfers of your net
account value into the guaranteed interest division. The guaranteed interest
division is part of our general account which guarantees principal. It pays
interest at a fixed rate that we declare.
The general account supports our non-variable insurance and annuity obligations.
We have not registered interests in the guaranteed interest division under the
Securities Act of 1933. Also, we have not registered the guaranteed interest
division or the general account as an investment company under the Investment
Company Act of 1940 (because of exemptive and exclusionary provisions). This
means that the general account, the guaranteed interest division and its
interests are generally not subject to regulation under these Acts.
The SEC staff has not reviewed the disclosures included in this prospectus
relating to the general account and the guaranteed interest division. These
disclosures, however, may be subject to certain requirements of the federal
securities law regarding accuracy and completeness of statements made in this
prospectus.
The amount you have in the guaranteed interest division is the sum of net
premiums you allocate to that division, plus transfers you made to the
guaranteed interest division, plus interest earned.
Amounts you transfer out of or withdraw from the guaranteed interest division
reduce this amount. It is also reduced by deductions for charges from your
account value allocated to the guaranteed interest division.
We declare the interest rate that applies to all amounts in the guaranteed
interest division. These interest rates are never less than the minimum
guaranteed interest rate of 3% and will be in effect for periods of at least
twelve months. In Florida, the minimum guaranteed interest rate is 4% through
policy year ten and 3.5% for all policy years after the tenth. Interest
compounds daily at an effective annual rate that equals the declared rate. We
credit interest to the guaranteed interest division on a daily basis. We pay
interest regardless of the actual investment performance of our account. We bear
all of the investment risk for the guaranteed interest division.
MAXIMUM NUMBER OF INVESTMENT DIVISIONS
You may invest in a total of eighteen divisions over the lifetime of your
policy. Investment divisions include the variable and the guaranteed interest
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divisions, but not the loan division. The loan division does not count toward
the eighteen division maximum.
As an example, if you have had funds in seventeen variable divisions and the
guaranteed interest division (or eighteen variable divisions), these are the
only divisions to which you may later add or transfer funds. You may want to use
fewer divisions in the early years of your policy, so that you can invest in
other divisions in the future. Further, if you invest in eighteen variable
divisions, you will not be able to invest in the guaranteed interest division.
DETAILED INFORMATION ABOUT THE FIRSTLINE VARIABLE UNIVERSAL LIFE
POLICY
This prospectus describes our standard FirstLine variable universal life
insurance policy. There may be differences in the policy because of state
requirements where we issue your policy. We will describe any such differences
in your policy.
The illustrations beginning on page 64 are to show how the FirstLine policies
work.
APPLYING FOR A POLICY
You purchase a FirstLine policy by submitting an application to us. On the
policy date, the insured person must be no older than age 85. The insured person
is the person on whose life we issue a policy and upon whose death we pay death
proceeds. Age is the insured person's age on the birthday nearest the policy
date plus the number of completed policy years since the policy date.
We may back-date the policy up to six months to allow the insured person to give
proof of a younger age for the purposes of your policy.
POLICY ISSUANCE
Before we issue a policy or apply your net premium to the investment divisions,
we require satisfactory evidence of insurability of the insured person and
payment of your initial premium. This evidence may include a medical examination
and completion of all underwriting and issue requirements. The investment date
is the first date we apply the net premium payments we have received from you to
your policy. Your initial premium is the premium we must receive before coverage
can begin. The initial premium is the first premium we receive and apply to your
policy. It must be at least equal to the sum of the scheduled premiums which are
due from your policy date through your investment date.
We generally require a minimum stated death benefit of $50,000. We may reduce
the minimum stated death benefit for group or sponsored arrangements or
corporate purchasers. Our underwriting and reinsurance procedures in effect at
the time you apply limit the maximum stated death benefit.
The policy date as shown on your policy schedule determines:
o monthly processing dates;
o policy months;
o policy years; and
o policy anniversaries.
It is not affected by the date you receive the policy. The policy date may be
different from the date we receive your first premium payment. If the policy
date is earlier, we charge monthly deductions from the policy date.
DEFINITION OF LIFE INSURANCE CHOICE
When you apply for your policy, you choose one of two tests for the federal
income tax definition of life insurance. You cannot change your choice later.
The tests are the cash value accumulation test and the guideline premium/cash
value corridor test. If you choose the guideline premium /cash value corridor
test, we may limit premium payments relative to your policy death benefit. SEE
TAX STATUS OF THE POLICY, PAGE 57.
TEMPORARY INSURANCE
If you apply and qualify, we may issue temporary insurance in an amount equal to
the face amount of insurance for which you applied. The maximum amount of
temporary insurance for binding limited life insurance coverage is $3 million,
which includes any in force coverage with us. This temporary insurance is in
force as long as you meet all requirements.
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Coverage begins when:
1. you have completed and signed our binding limited life insurance
coverage form;
2. we receive and accept a premium payment of at least your scheduled
premium (selected on your application); and
3. part I of the application is completed.
Binding limited life insurance coverage ends on the earliest of:
o the date we return your premiums;
o five days after we mail notice of termination to the address on your
application;
o the date your policy coverage starts;
o the date we refuse to issue you a policy based on your application; or
o 90 days after you sign our binding limited life insurance coverage
form.
There is no death benefit under the temporary insurance agreement if:
o there is a material misrepresentation in your answers on the binding
limited life insurance coverage form;
o there is a material misrepresentation in statements on your
application;
o the person or persons intended to be the insured people die by suicide
or self- inflicted injury; or
o the bank does not honor your premium check.
PREMIUMS
You may choose the amount and frequency of premium payments, within limits.
SCHEDULED PREMIUMS
Your premiums are flexible. You may select your scheduled premium (within our
limits) when you apply for your policy. The scheduled premium, shown in your
policy and schedule, is the amount you choose to pay over a stated time period.
THIS AMOUNT MAY OR MAY NOT BE ENOUGH TO KEEP YOUR POLICY IN FORCE. You may
receive premium reminder notices for the scheduled premium on a monthly,
quarterly, semiannual, or annual basis. You are not required to pay the
scheduled premium.
Alternatively, you may choose to pay your premium by electronic funds transfer
each month. This option is not available for your initial premium. The financial
institution that makes your electronic funds transfer may charge for this
service.
You can change the amount of your scheduled premium within our minimum and
maximum limits at any time. If you fail to pay your scheduled premium or if you
change the amount of your scheduled premium, your policy performance will be
affected. During the special continuation period, your scheduled premium should
not be less than the minimum annual premium shown in your policy. If you want
one of two guaranteed minimum death benefit choices, your scheduled premium
should not be less than the guarantee period annual premium shown in your
policy. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 28.
UNSCHEDULED PREMIUM PAYMENTS
Generally speaking, you may make unscheduled premium payments at any time,
however:
1. We may limit the amount of your unscheduled premium payments that would
result in an increase in the base death benefit amount required by the
federal income tax law definition of life insurance. We may require
satisfactory evidence that the insured person is insurable at the time
that you make the unscheduled premium payment if the death benefit is
increased due to your unscheduled premium payments.
2. We may require proof that the insured person is insurable if your
unscheduled premium payment will cause the net amount at risk to
increase; and
3. We will return premium payments which are greater than the "seven-pay"
limit for your policy if your payment would cause your policy to become
a modified endowment contract, unless you send us notice acknowledging
the new modified endowment contract status for your policy.
SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 59 AND CHANGES TO COMPLY
WITH THE LAW, PAGE 60.
If you have an outstanding policy loan and you make an unscheduled payment which
is received by us before the maturity date, we will consider this
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payment a loan repayment, unless you tell us otherwise. If your payment is a
loan repayment, we do not take out the tax and sales charges which apply to
premium payments.
MINIMUM ANNUAL PREMIUM
You must pay a minimum annual premium during your first three policy years to
qualify for the special continuation period.
Your minimum annual premium is based on:
o the insured person's age, gender, premium class and any rating;
o the stated death benefit of your policy; and
o any additional benefits you select.
Your minimum annual premium is shown in the schedule pages of your policy. We
may reduce the minimum annual premium for group, or sponsored arrangements, or
for corporate purchasers.
SPECIAL CONTINUATION PERIOD
The special continuation period is during the first three policy years. Under
the special continuation period, we guarantee that your policy will not lapse,
regardless of its net cash surrender value, if on a monthly processing date:
o the sum of all premiums you have paid, minus partial withdrawals that
you have taken, minus policy loans that you have taken, including
accrued loan interest is greater than or equal to;
o the minimum monthly premiums for each policy month, starting with the
first month of your policy through the current policy monthly
processing date.
On the monthly processing date, we deduct the monthly deductions from your
account value.
The minimum monthly premium is one-twelfth of the minimum annual premium.
During the first three years of your policy, if there is not enough net cash
surrender value to pay the monthly deductions and you have satisfied our
requirements, we do not permanently waive certain charges. Instead, we continue
to deduct these charges. This deduction may result in your policy having
negative net cash surrender value, unless you pay enough premium to prevent
this. The negative balance is your unpaid monthly deductions owing. At the end
of the special continuation period to avoid lapse of your policy, you must pay
enough premium to bring the net cash surrender value to zero plus the amount
that covers your estimated monthly deductions for the following two months. SEE
LAPSE, PAGE 38.
ALLOCATION OF NET PREMIUMS
The net premium is the balance remaining after we take premium-based charges
from your premium payment. We add the net premium to your account value
according to your instructions.
We apply net premiums we have received from you to your policy after:
a) we receive the amount of premium required for your insurance coverage
to begin;
b) all issue requirements have been met and received by our customer
service center;
c) we approve your policy application; and
d) your policy is issued.
All amounts you designated for the guaranteed interest division will be
allocated to that division. If your state requires return of your premium during
the free look period we invest amounts you have designated for the variable
divisions into the Fidelity VIP Money Market Division until 15 days after we
issue your policy (deemed delivery time, plus a typical free look period which
varies by state). If your state provides for return of account value during the
free look period and for premium payments after the end of the free look period,
we invest amounts you designated for the variable divisions directly into your
selected investment portfolios. SEE FREE LOOK PERIOD OR RIGHT TO EXAMINE
POLICY PERIOD, PAGE 40.
We allocate premium payments received after we apply your initial net premium
payment to your policy on the valuation date of receipt. We always use your most
recent premium allocation instructions. Your instructions must specify
percentages that are whole numbers totaling 100%.
You may invest in a maximum of eighteen divisions over the lifetime of your
policy. This eighteen investment division maximum includes the variable
divisions and the guaranteed interest division, but not the loan division. SEE
MAXIMUM NUMBER OF INVESTMENT DIVISIONS, PAGE 19.
You may make five free premium allocation changes per year. After the five free
premium allocation changes, we charge you $25 for each additional allocation
change per policy year. The $25 fee is
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withdrawn from each investment division pro rata to the amount in each division.
PREMIUM PAYMENTS AFFECT YOUR COVERAGE
Unless you have the guaranteed minimum death benefit feature or are in the
special continuation period, your policy continues in effect only until your net
cash surrender value no longer covers the monthly deductions for your benefits.
If this happens, your policy will enter the 61-day grace period and you must
make a premium payment to avoid lapse. SEE LAPSE, PAGE 38, AND GRACE PERIOD,
PAGE 38.
If you pay your minimum annual premium each year during the first three policy
years, we guarantee your policy and riders will not lapse during the special
continuation period, regardless of your net cash surrender value. SEE SPECIAL
CONTINUATION PERIOD, PAGE 22.
Under the guaranteed minimum death benefit, the base death benefit portion of
your policy remains effective until the end of the guarantee period. The
guaranteed minimum death benefit feature does not apply to riders which can
lapse and terminate during the guarantee period. You must meet all conditions of
the guarantee. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 28.
MODIFIED ENDOWMENT CONTRACTS
There are special federal income tax rules for distributions from certain life
insurance policies known as "modified endowment contracts." These rules apply to
distributions such as policy loans, surrenders, and partial withdrawals.
Whether or not these rules apply depends upon whether or not the premiums you
paid are greater than the "seven-pay" limit. SEE MODIFIED ENDOWMENT CONTRACTS,
PAGE 59.
If we find that your scheduled premium causes your policy to be a modified
endowment contract on your policy date, we will require you to acknowledge that
you know the policy is a modified endowment contract. We will issue your policy
based on the scheduled premium you selected. If you do not want your policy to
be issued as a modified endowment contract, you may reduce your scheduled
premium to a level which does not cause your policy to be a modified endowment
contract. We will then issue your policy based on the revised scheduled premium.
DEATH BENEFITS
You can decide the amount of insurance you need, now and in the future. You can
combine the long-term advantages of permanent life insurance base coverage with
the flexibility and short-term advantages of term life insurance. Both permanent
and term life insurance are available under your one FirstLine policy.
When we issue your policy, we base the initial insurance coverage on the
instructions in your application. The initial death benefit is the stated death
benefit amount. You can add an adjustable term insurance rider for additional
insurance coverage.
Death benefits are valued as of the date of death of the insured person. The
stated death benefit is the permanent element of your policy. The adjustable
term insurance rider is the term insurance element of your policy.
The adjustable term insurance rider acts as a bridge. It provides term insurance
coverage which automatically adjusts to fill the gap between your total death
benefit and your base death benefit depending on which death benefit option you
choose. Generally, your stated death benefit may be no less than $50,000 to
issue your policy.
We do not guarantee coverage provided by the adjustable term insurance rider
under the guaranteed minimum death benefit. It may be to your economic advantage
to include part of your insurance coverage under the adjustable term insurance
rider. Both the cost of insurance under the adjustable term insurance rider and
the cost of insurance for the base death benefit are deducted monthly from your
account value and generally increase with the age of the insured person. Use of
the adjustable term insurance rider may reduce sales compensation. SEE
ADJUSTABLE TERM INSURANCE RIDER, PAGE 30.
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DEATH BENEFIT SUMMARY
THIS CHART ASSUMES NO DEATH BENEFIT OPTION CHANGES, NO REQUESTED OR
SCHEDULED INCREASES OR DECREASES IN STATED OR TARGET DEATH BENEFIT AND THAT
PARTIAL WITHDRAWALS ARE LESS THAN THE PREMIUM PAID.
<TABLE>
<CAPTION>
OPTION 1 OPTION 2 OPTION 3
================= ================================== ================================ =====================================
<S> <C> <C> <C>
STATED The amount of policy death The amount of policy death The amount of policy death
DEATH benefit at issue, not including benefit at issue, not including benefit at issue,not including rider
BENEFIT rider coverage. This amount rider coverage. This amount coverage. Thisamount stays level
stays level throughout the life of stays level throughout the life throughout the life ofthe contract.
the contract. of the contract.
BASE DEATH The greater of the stated death The greater of the stated death The greater of the stated death
BENEFIT benefit or the account value benefit plus the account value benefit plus the sum of all
multiplied by the death benefit or the account value multiplied premiums you have paid minus
corridor factor. by the death benefit corridor partial withdrawals you have taken
factor. or the account value multiplied by
the death benefit corridor factor.
TARGET Stated death benefit plus Stated death benefit plus Stated death benefit plus
DEATH adjustable term insurance rider adjustable term insurance rider adjustable term insurance rider
BENEFIT benefit. This amount remains benefit. This amount remains benefit. This amount remains
level throughout the life of the level throughout the life of the level throughout the life of the
policy. policy. policy.
TOTAL This is the total death proceeds. This is the total death proceeds. This is the total death proceeds. It
DEATH It is the greater of the target It is the greater of the target is the greater of the target death
BENEFIT death benefit or the base death death benefit plus the account benefit plus the sum of all
benefit. value or the base death benefit premiums you have paid minus
partial withdrawals you have taken
or the base death benefit.
ADJUSTABLE The adjustable term insurance The adjustable term insurance The adjustable term insurance
TERM rider benefit is the total death rider benefit is the total death rider benefit is the total death
INSURANCE benefit minus base death benefit, benefit minus the base death benefit minus the base death
RIDER but it will not be less than zero. benefit, but it will not be less benefit, but it will not be less than
BENEFIT If the account value multiplied than zero. If the account value zero. If the account value
by the death benefit corridor multiplied by the death benefit multiplied by the death benefit
factor is greater than the stated corridor factor is greater than corridor factor is greater than the
death benefit, the adjustable term the stated death benefit plus the stated death benefit plus the sum
insurance benefit will be account value, the adjustable of all premiums you have paid
decreased. It will be decreased term insurance rider benefit minus partial withdrawals you
so that the sum of the base death will be decreased. It will be have taken, the adjustable term
benefit and the adjustable term decreased so that the sum of the insurance rider benefit will be
insurance rider benefit is not base death benefit and the decreased. It will be decreased so
greater than the target death adjustable term insurance rider that the sum of the base death
benefit. If the base death benefit benefit is not greater than the benefit and the adjustable term
becomes greater than the target target death benefit plus the insurance rider benefit is not
death benefit, then the adjustable account value. If the base greater than the target death
term insurance rider benefit is death benefit becomes greater benefit plus the sum of all
zero. than the target death benefit premiums you have paid minus
plus the account value, then the partial withdrawals you have
adjustable term insurance rider taken. If the base death benefit
benefit is zero. becomes greater than the target
death benefit plus the sum of all
premiums you have paid minus
partial withdrawals you have
taken, then the adjustable term
insurance rider benefit is zero.
</TABLE>
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BASE DEATH BENEFIT
Your base death benefit can be different from your stated death benefit as a
result of:
o your choice of death benefit option;
o a change in your death benefit option;
o increases to satisfy the federal income tax law definition of life
insurance;
o partial withdrawals;
o increases or decreases in the stated death benefit; or
o a transaction which causes the base death benefit to change.
As long as your policy is in force, we will pay the death proceeds to your
beneficiary when the insured person dies. The beneficiary(ies) is(are) the
person (people) you name to receive the death proceeds from your policy. The
death proceeds are:
o your base death benefit; plus
o any rider benefits; minus
o your outstanding policy loan with accrued loan interest; minus
o outstanding policy charges due before the insured person's date of
death.
There could be outstanding policy charges if the insured dies while your policy
is in the grace period, or three-year special continuation period.
DEATH BENEFIT OPTIONS
You have a choice of three death benefit options if your policy was delivered on
or before December 31, 1997: option 1, option 2 or option 3 (described below).
If your policy was delivered after December 31, 1997, you have a choice of two
death benefit options: option 1 or option 2. Your choice may result in your
having a base death benefit which is greater than your stated death benefit. You
may change your death benefit option after the policy date and before the
maturity date. SEE CHANGES IN DEATH BENEFIT OPTIONS, PAGE 26.
Under death benefit option 1, your base death benefit is the greater of:
1. your stated death benefit on the date of the insured person's death; or
2. your account value on the date of the insured person's death multiplied
by the appropriate factor from the definition of life insurance factors
shown in Appendix A or B.
Under death benefit option 2, your base death benefit is the greater of:
1. your stated death benefit plus your account value on the date of the
insured person's death; or
2. your account value on the date of the insured person's death multiplied
by the appropriate factor from the definition of life insurance factors
shown in Appendix A or B.
Under option 1 positive investment performance is generally reflected in a
reduced net amount at risk. This lowers your policy's total cost of insurance
charges. Option 1 offers insurance coverage that is a set amount with
potentially lower cost of insurance charges over time. You should choose option
2 if you want to have investment performance reflected in your insurance
coverage.
If your policy was delivered on or before December 31, 1997, you may choose
death benefit option 3.
Under death benefit option 3, the base death benefit is the greater of:
1. your stated death benefit plus the sum of all premiums you have paid
minus partial withdrawals you have taken under your policy; or
2. your account value on the date of the insured person's death multiplied
by the appropriate factor from the definition of life insurance factors
shown in Appendix A or B.
Therefore, the base death benefit generally will increase as you pay premiums,
and decrease as you take partial withdrawals. In no event will your base death
benefit be less than your stated death benefit.
Federal income tax law requires that your death benefit be at least as much as
your account value multiplied by a factor defined by law. This factor is based
on:
o the insured person's age;
o the insured person's gender;
o possibly the insured person's premium class; and
o the test you chose for the federal income tax law definition of life
insurance.
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We will adjust your policy to continue to qualify as life insurance under the
federal income tax laws in existence at the time the policy was issued.
CHANGES IN DEATH BENEFIT OPTIONS
You may request a change in your death benefit option after the policy date and
before the maturity date. Your death benefit option change is effective on your
next monthly anniversary after we accept and approve your requested change, so
long as at least five days remain before your monthly anniversary. If fewer than
five days remain before your monthly anniversary, your death benefit option
change is effective on your next monthly anniversary.
After we approve your request, we send a new policy schedule page to you. You
should attach it to your policy. We may ask you to return your policy to our
customer service center so that we can note the change in your schedule. A death
benefit option change applies to your entire stated or base death benefit.
For you to change from death benefit option 1 to option 2, or from death benefit
option 1 to option 3 if available under your policy, you must provide to us
proof that the insured person is insurable under our normal rules of
underwriting for your policy class, except in Florida. Changing your death
benefit option may reduce or increase your target death benefit, as well as your
stated death benefit.
We may not allow you to change the death benefit option if it reduces the target
or stated death benefit below the minimum we require to issue your policy.
On the effective date of your option change, your stated death benefit is
changed as follows:
Change Change Stated Death Benefit
From To Following Change:
- -------- -------- -------------------------------
Option 1 Option 2 your stated death benefit
before the change minus
your gross account value as
of the effective date of the
change.
Option 2 Option 1 your stated death benefit
before the change plus your
gross account value as of the
effective date of the change.
Option 1 Option 3 your stated death benefit
before the change minus (a)
the sum of the premiums
you have paid, plus (b)
partial withdrawals you have
taken as of the effective date
of the change.
Option 3 Option 1 your stated death benefit
before the change plus (a)
the sum of the premiums
you have paid, minus (b)
partial withdrawals you have
taken as of the effective date
of the change.
Option 2 Option 3 your stated death benefit
before the change plus (a)
your account value as of the
effective date of the change,
minus (b) the sum of the
premiums you have paid
minus partial withdrawals
you have taken as of the
effective date of the change.
Option 3 Option 2 your stated death benefit
before the change plus (a)
the sum of the premiums
you have paid minus partial
withdrawals you have taken
as of the effective date of the
change, minus (b) your
account value as of the
effective date of the change.
We increase or decrease your stated death benefit to keep the net amount at risk
the same on the date you change your death benefit option. Additionally, there
is no change to the amount of term insurance if you have an adjustable term
insurance rider. SEE COST OF INSURANCE CHARGE, PAGE 49.
If you change your death benefit option, we adjust the stated death benefit for
each of your segments by allocating your account value to each benefit segment.
For example, if you change from death benefit option 1 to option 2, your stated
death benefit is decreased by the amount of your account value allocation to
that segment. If you change from death benefit option 2 to option 1, your stated
death benefit is increased by the amount allocated to that segment. We do not
impose a surrender charge for any decrease in your stated death benefit due to
your
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changing your death benefit option. There is no change to the target premium.
SEE SURRENDER CHARGE, PAGE 51.
CHANGES IN DEATH BENEFIT AMOUNTS
You may want to increase the target or stated death benefit under your policy.
You may do this while your policy is in force and before the policy anniversary
when the insured person turns age 86. You may request a decrease in the stated
death benefit only after your first policy anniversary.
Contact our customer service center to request an increase or decrease in your
policy death benefit. The request is effective as of the next monthly processing
date after we receive your request and approve it, unless there are underwriting
or other requirements which must be met before your request is effective. Any
requested change in your coverage must be for at least $1,000.
After we approve your request, we will send you a new schedule page for your
policy which includes the:
o stated death benefit;
o benefit under applicable riders;
o guaranteed cost of insurance rates of each segment;
o guideline annual premium;
o new surrender charge; and
o target death benefit schedule.
Keep the new schedule with your policy. We may ask you to send your policy to us
so that we can note the change in your schedule.
We may not approve a requested change because it will disqualify your policy as
life insurance under the applicable federal income tax law. If we disapprove a
change for any reason, we provide you with a notice of our decision. SEE TAX
CONSIDERATIONS, PAGE 57.
If you decrease your death benefit, you may not decrease your stated death
benefit below the minimum we require to issue your policy.
There may be tax consequences as a result of a decrease in your death benefit,
as well as a possible surrender charge. SEE TAX STATUS OF THE POLICY, PAGE 57
AND MODIFIED ENDOWMENT CONTRACTS, PAGE 59.
Requested reductions in the death benefit will first be applied to decrease the
target death benefit. We decrease your stated death benefit only after your
adjustable term insurance rider coverage is reduced to zero. If you have more
than one segment, we divide subsequent decreases in stated death benefit among
your benefit segments pro rata unless state law requires differently. You must
provide satisfactory evidence that the insured person is still insurable in
order to increase your death benefit.
Unless you tell us differently, we assume any request you make for an increase
in your target death benefit is also a request for an increase to the stated
death benefit. Thus, the amount of your adjustable term insurance rider will not
change. You may change the target death benefit only once in a policy year.
The initial, or first segment, is the stated death benefit on the effective date
of the policy. An increase in the stated death benefit (other than one caused by
an option change) will cause a new segment to be created. The segment year
begins on the segment effective date and ends one year later. The following may
apply to each new segment:
o a new minimum annual premium during the first three years of your
policy;
o a new sales charge;
o new surrender charges;
o new cost of insurance charges, guaranteed and current;
o a new incontestability period;
o a new suicide exclusion period; and
o a new target premium.
A requested increase in your stated death benefit creates a new segment. Once we
create a new segment, it is permanent unless state law requires differently. If
an option change causes the stated death benefit to increase, no new segment is
created. Instead, the size of each existing segment(s) is(are) changed. If it
causes the stated death benefit to decrease, each segment is decreased.
To determine the applicable sales charge, premiums you pay after an increase are
applied to your policy segments in the same proportion as the guideline annual
premiums for each segment bears to the sum of the guideline annual premiums for
all segments. For each coverage segment, your schedule shows your guideline
annual premiums.
We allocate the net amount at risk among segments in the same proportion that
each segment bears to the total stated death benefit.
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GUARANTEED MINIMUM DEATH BENEFIT
Usually, how long your policy remains in force depends on your policy's net cash
surrender value. Because we deduct charges monthly from your net cash surrender
value, your coverage lasts only as long as your net cash surrender value is
enough to pay these charges and your account value is more than your loan
interest due during the special continuation period. Your account value and the
length of time your policy remains in force depend on:
1. timing and amount of any premium payments;
2. the investment performance of the variable divisions;
3. the interest you earn in the guaranteed interest division;
4. the amount of your monthly charges;
5. partial withdrawals you take; and
6. loan activity you may have.
You can choose whether or not to put one of two guaranteed minimum death benefit
options in force only at the issue of your policy. This option extends the
period that your policy's stated death benefit remains in effect even if the
variable divisions have poor investment performance. See your policy to
determine how your benefits are affected in this situation. The two guaranteed
minimum death benefit options vary primarily by the length of time they each
cover for the guarantee period. These features have a guarantee period that
lasts:
1. under one guaranteed minimum death benefit option, until the later of
ten policy years or until the insured person is age 65; or
2. under the other guaranteed minimum death benefit option, the lifetime
of the insured person so long as your policy is in force, or to the
maturity date.
The guaranteed minimum death benefit coverage does not apply to any riders,
including the adjustable term insurance rider. Therefore, if your net cash
surrender value is not enough to pay the deductions as they come due on your
policy and if your policy is no longer in the special continuation period, only
the stated death benefit portion of your coverage is guaranteed to stay in
force. See your policy to determine how your benefits are affected in this
situation. SEE LAPSE, PAGE 38.
The guaranteed minimum death benefit is not available in some states.
REQUIREMENTS TO MAINTAIN THE GUARANTEE PERIOD
To qualify for the guaranteed minimum death benefit you must pay an annual
premium higher than the minimum annual premium. During the guarantee period, we
will also deduct a monthly charge from your account value. This higher premium
is called the guarantee period annual premium. The guarantee period monthly
premium is equal to one-twelfth of the guarantee period annual premium. Your net
account value must also meet certain diversification requirements. SEE CHARGES,
DEDUCTIONS AND REFUNDS, PAGE 47.
Although the required guarantee period annual premium level is different for the
two guarantee period options, the guaranteed minimum death benefit operates
similarly for either option.
Your guarantee period annual premium depends on which of the two guarantee
periods you choose, as well as:
o your policy's stated death benefit;
o the insured person's age, gender, premium class and underwriting
characteristics;
o the death benefit option you chose;
o additional rider coverage on your policy; and
o other additional benefits on your policy.
If your policy has no rider coverage, the guarantee period annual premium for
the guarantee period for life will be equal to the guideline annual premium
determined under the federal income tax law definition of life insurance. The
guarantee period annual premium for the ten year or age 65 guarantee period will
be the greater of the target premium or the minimum annual premium for each
segment. The guarantee period annual premium for the guarantee period for life
will be greater than that required for the ten year or age 65 guarantee period.
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<PAGE>
At each monthly processing date we test to see if you have paid enough premium
to keep your guarantee in place. We calculate:
o actual premiums paid; minus
o the amount of any partial withdrawals you make; minus
o policy loans you take with accrued loan interest. This amount must
equal or exceed;
o the sum of the guarantee period monthly premium payments for each
policy month starting with your first policy month through the end of
the policy month that begins on the current monthly processing date.
You must continually meet the requirements of the guarantee period for this
feature to remain in effect. We show the guarantee period annual premium on your
policy schedule. If your policy benefits increase, the guarantee period annual
premium increases. If your policy fails to meet this test on any monthly
processing date, the guarantee period ends, and thus the guaranteed minimum
death benefit lapses.
The guarantee period ends if your net account value on any monthly processing
date is not diversified as follows:
1. you must invest your net account value in at least five investment
divisions; and
2. you may invest no more than 35% of your net account value in any one
division.
Your policy will continue to meet the diversification requirements if:
1. you have automatic rebalancing and you meet the two diversification
tests listed above; or
2. you have dollar cost averaging which results in transfers into at least
four additional investment divisions with no more than 35% of any
transfer directed to any one division.
SEE DOLLAR COST AVERAGING, PAGE 34, AND AUTOMATIC REBALANCING, PAGE
35.
If you fail to satisfy either the premium test or the diversification test and
you do not correct it, this feature terminates. If you choose the guaranteed
minimum death benefit, you must make sure your policy satisfies the premium test
and diversification test. Once it terminates, you cannot reinstate the
guaranteed minimum death benefit feature. The guaranteed period annual premium
then no longer applies to your policy.
ADDITIONAL BENEFITS
Your policy may include additional benefits, which we attach by rider. A rider
changes benefits under your policy and may or may not add an additional cost to
your policy. If applicable, we deduct a monthly charge from your account value
for each rider you choose. You may cancel these rider benefits at any time. If
you choose any of these benefits your policy will include the details. Not all
riders are available for all policies. You may schedule your term rider coverage
to increase or decrease at issue. If you want to increase your scheduled
benefits after issue of your rider, new guidelines may apply. Scheduled benefits
are the kind and amount of benefits you choose under your policy over a stated
period of time.
Periodically we may offer other riders than those listed here. You should
contact your registered representative for a complete list of the riders now
available.
SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 59, FOR INFORMATION ON THE
POSSIBLE TAX EFFECTS OF ADDING OR CANCELING THESE BENEFITS.
ACCIDENTAL DEATH BENEFIT RIDER
This rider is not available for policies issued on or after May 1, 1998. This
rider will pay the benefit amount you select if the insured person dies as a
result of an accident or if the insured person dies within 90 days of an injury
which occurred in an accident where the insured person dies before reaching age
70.
ADDITIONAL INSURED RIDER
This rider provides death benefits upon the death of immediate family members
other than the insured person. You may add up to nine additional insured person
riders to your policy. The minimum amount of coverage for each rider is $10,000.
The maximum coverage for all additional insured persons is five times your
policy's stated death benefit.
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ADJUSTABLE TERM INSURANCE RIDER
You may increase your death proceeds by adding an adjustable term insurance
rider on the insured person's life. As the name suggests, the adjustable term
insurance rider adjusts over time.
You specify a target death benefit when you apply for this rider. The target
death benefit can be level or can be scheduled to change at the beginning of any
policy year. We generally restrict your target death benefit to an amount not
more than ten times your stated death benefit at issue. In other words, if your
stated death benefit is $100,000, then the maximum amount of target death
benefit we allow you is $1,000,000.
The death benefit for the adjustable term insurance rider is the difference
between your total death benefit and your base death benefit. The death benefit
automatically adjusts daily as your base death benefit changes. Total death
benefit depends on which death benefit option is in effect:
OPTION 1: If option 1 is in effect, the total death benefit is the greater
of:
a. the target death benefit; or
b. the account value multiplied by the appropriate factor
from the death benefit corridor factors in the policy.
OPTION 2: If option 2 is in effect, the total death benefit is the greater
of:
a. the target death benefit plus the account value; or
b. the account value multiplied by the appropriate factor
from the death benefit corridor factors in the policy.
OPTION 3: If option 3 is in effect, the total death benefit is the greater
of:
a. the target death benefit plus the greater of the sum of
the premiums you have paid minus partial withdrawals you
have taken; or
b. the account value multiplied by the appropriate factor
from the death benefit corridor factors in the policy.
For example, under option 1, assume your base death benefit increases as a
result of an increase in your account value. The adjustable term insurance rider
adjusts to provide death proceeds equal to your total death benefit in each
year:
Base Death Total Death Adjustable Term
Benefit Benefit Insurance Rider Amount
----------- ----------- ----------------------
$201,500 $250,000 $48,500
202,500 250,000 47,500
202,250 250,000 47,750
It is possible that the amount of your adjustable term insurance may be zero if
your base death benefit increases enough. Using the same example, if the base
death benefit under your policy grew to $250,000 or more, the adjustable term
insurance would be zero.
The adjustable term insurance can never be less than zero. Even when the
adjustable term insurance is reduced to zero, your rider remains in effect until
you remove it from your policy. Therefore, if later the base death benefit is
reduced below your target death benefit, the adjustable term insurance rider
amount reappears to maintain the total death benefit.
You may change the target death benefit schedule after it is issued, based on
our rules. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 27.
We may deny any future, scheduled increases to your target death benefit if you
cancel a scheduled change, or if you ask for an unscheduled decrease in your
target death benefit.
Partial withdrawals, changes from death benefit option 1 to option 2, changes
from death benefit option 1 to option 3 and base decreases may reduce the amount
of your target death benefit. SEE PARTIAL WITHDRAWALS, PAGE 37, AND CHANGES IN
DEATH BENEFIT OPTIONS, PAGE 26.
There is no defined premium for a given amount of adjustable term insurance
coverage. Instead, we deduct a monthly cost of insurance charge from your
account value. The cost of insurance for this rider is calculated as the monthly
cost of insurance rate for the rider coverage multiplied by the adjustable term
death benefit in effect that month. The cost of insurance rates will be
determined by us from time to time. They will be based on the issue age, gender,
and premium class of the person insured, as well as the length of time since
your policy date. The
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monthly guaranteed maximum cost of insurance rates for this rider will be in the
policy. SEE COST OF INSURANCE CHARGE, PAGE 49.
There are no sales or surrender charges for this coverage. This means that an
increase in your target death benefit which does not increase your stated death
benefit does not increase the total surrender charge for your policy. Further, a
decrease in your adjustable term insurance rider coverage does not cause a
surrender charge to be assessed. If the target death benefit schedule is
increased by you after the rider is issued, we use the same rates for the entire
coverage for this rider. These rates are based on the original premium class
even though satisfactory new evidence of insurability is given to us for the
increased schedule.
CHILDREN'S INSURANCE RIDER
This rider is not available for policies issued on or after May 1, 1998. This
rider allows the addition of a death benefit for a child (or children) who is
born or legally adopted by you if the child (or children) live to reach 15 days
of age. Under these circumstances, you do not need to provide proof of
insurability for the child or children.
RIGHT TO CHANGE INSURED RIDER
This rider allows you to change the insured person under your policy. You must
provide satisfactory evidence of insurability for the insured person. A change
of the insured person may have federal income tax consequences. If you change
the insured person, the cost of your future insurance charges may change, but
your account value remains the same as of the date you make this change.
Changing the insured person also means that there will be new contestability and
suicide periods. There is no charge for this rider.
GUARANTEED INSURABILITY RIDER
This rider is not available for policies issued on or after May 1, 1998. This
rider allows increases in the stated death benefit without providing us evidence
that the insured person remains insurable. Increases in the stated death benefit
may be limited in amount and timing.
WAIVER OF COST OF INSURANCE RIDER
If the insured person becomes totally disabled while your policy is in force,
this rider provides that we waive the monthly expense charges, cost of insurance
charges, and rider charges during the disability. This means that we do not
deduct these amounts from your account value. You must meet all of our
requirements for this rider to apply. If you add this rider to your policy, you
may not add the waiver of specified premium rider.
WAIVER OF SPECIFIED PREMIUM RIDER
If the insured person becomes disabled while your policy is in force, this rider
provides that we credit a specified premium amount monthly to your policy during
the total disability of the insured person. There is a waiting period before
this benefit applies. In your application, you select the amount of premium we
credit subject to our limits. If you add this rider to your policy, you may not
add the waiver of cost of insurance rider.
SPECIAL FEATURES
POLICY MATURITY
On the maturity date if the insured person is still living, you must surrender
the policy for the net account value. Your policy then ends. The maturity date
is the policy anniversary nearest the date when the insured person reaches age
100. Some part of this payment may be taxable. You should consult your tax
adviser.
RIGHT TO EXCHANGE POLICY
During the first 24 months after your policy date, you have the right to
exchange your policy to a guaranteed policy, unless state law requires
differently. To do this, we transfer the amount you have in the variable
divisions to the guaranteed interest division. We allocate all of your future
net premiums only to the guaranteed interest division. We do not allow any
future payments or transfers to the variable divisions when you exercise this
right.
We will not charge you for the transfer to make this exchange. SEE THE
GUARANTEED INTEREST DIVISION, PAGE 19.
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POLICY VALUES
ACCOUNT VALUE
Your account value is the total amount you have in the guaranteed interest
division, the variable divisions, and the loan division. Your account value
reflects:
o net premiums;
o deductions for charges;
o partial withdrawals;
o investment performance of the variable divisions;
o interest earned on the amount you have in the guaranteed interest
division; and
o interest earned on the amounts you have in the loan division.
NET ACCOUNT VALUE
Your policy's net account value is your account value minus the amount of your
outstanding policy loans and accrued loan interest.
CASH SURRENDER VALUE
Your cash surrender value is your account value minus any surrender charge.
NET CASH SURRENDER VALUE
Your net cash surrender value is your cash surrender value minus the amount of
your outstanding policy loans and accrued loan interest.
DETERMINING THE VALUE IN THE VARIABLE DIVISIONS
The amounts included in the variable divisions are measured by accumulation
units and accumulation unit values.
The value of a variable division is the accumulation unit value for that
division times the number of accumulation units you own in that division. Each
variable division has a different accumulation unit value.
You purchase accumulation units of a division whenever you allocate premium or
make transfers to that division. This includes transfers from the loan division.
We redeem accumulation units from the variable divisions:
o when you take a partial withdrawal;
o when amounts are transferred from a variable division (including
transfers to the loan division);
o for the monthly deductions from your account value;
o for policy transaction charges;
o for surrender charges;
o on surrender; and
o to pay the death benefit when the insured person dies.
We calculate the number of variable division accumulation units purchased or
redeemed by:
1. dividing the dollar amount of your transaction by:
2. the division's accumulation unit value calculated at the close of
business on the valuation date of the transaction.
The accumulation unit value is the value of an accumulation unit determined as
of each valuation date. The accumulation unit value of each division varies with
the investment performance of the matching portfolio. It reflects:
o investment income;
o realized and unrealized capital gains and losses;
o investment portfolio expenses; and
o daily mortality and expense risk charges we take from the variable
account.
SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION,
PAGE 33.
The date of a transaction is the date we receive your premium, an acceptable
request or other transaction request at our customer service center, so long as
the date of receipt is a valuation date. Each valuation date ends at 4:00 p.m.
Eastern time. We use the accumulation unit value which is next calculated after
we receive your premium or transaction request and we use the number of
accumulation units attributable to your policy on the date of receipt.
We take monthly deductions from your account value as of the monthly processing
date. If your monthly processing date is not a valuation date, the monthly
deduction is processed on the next valuation date.
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The value of amounts allocated to the variable divisions goes up or down
depending on investment performance.
FOR AMOUNTS IN THE VARIABLE DIVISIONS, THERE IS NO GUARANTEED
MINIMUM CASH VALUE.
HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION
We determine accumulation unit values for the variable divisions on each
valuation date.
We generally set the accumulation unit value for a division at $10 on the date
when the division is first opened and begins accepting amounts. After that, the
accumulation unit value on any valuation date is:
1. the accumulation unit value for the preceding valuation date multiplied
by
2. the accumulation experience factor for that division for the valuation
period.
Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and
ends at 4:00 p.m. Eastern time on the next valuation date.
We calculate an accumulation experience factor for each investment division
every valuation date as follows:
1. We take the share value of the underlying portfolio shares in the
division as reported to us by the investment portfolio managers as of
the close of business on that valuation date.
2. We add dividends or capital gain distributions declared per share and
reinvested by the investment portfolio on the date that the share value
is affected. If applicable, we subtract a charge for taxes from this
amount.
3. We divide the remaining amount by the value of the shares in the
underlying investment portfolio for the variable division at the close
of business on the previous valuation date.
4. We then subtract a charge for the mortality and expense risk which we
assume under your policy. The daily charge is .002055% of the
accumulation unit value. This is an annual rate of .75% of the
accumulation unit value. If the previous day was not a valuation date,
the charge is multiplied by the additional number of days since the
prior valuation date.
The result of these calculations is the accumulation experience factor for the
valuation period.
TRANSFERS OF ACCOUNT VALUE
You may make up to twelve free transfers among the variable divisions, or the
guaranteed interest division, in each policy year. You may not make transfers
until after your free look period ends if your state requires a refund of
premium during the free look period. We do not limit your number of transfers,
but we charge a $25 fee for each transfer that you make after the first twelve
in each policy year. We do not include transfers for automatic rebalancing or
dollar cost averaging toward your twelve free transfers.
You may make transfer requests in writing, or by telephone if you have telephone
privileges, to our customer service center. Your transfer takes effect on the
valuation date we receive your request. The minimum amount you may transfer is
$100. This minimum does not need to come from one division or be transferred to
one division as long as the total amount you transfer is at least $100. However,
if the amount remaining in a variable division is less than $100 when you make a
transfer request, we transfer the entire amount out of that division.
EXCESSIVE TRADING
Excessive trading activity can disrupt investment portfolio management
strategies and increase portfolio expenses. Thus, we limit excessive transfer
activity.
Excessive transfers may cause:
o increased trading and transaction costs;
o disruption of planned investment strategies;
o forced and unplanned portfolio turnover;
o lost opportunity costs; and
o the investment portfolios to have large asset swings that decrease
their ability to provide maximum investment return to all policyowners.
In response to excessive trading, we may place
restrictions or refuse transfers made by third-party
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<PAGE>
agents acting on behalf of owners such as a market timing service. We will
refuse or place restrictions on transfers when we determine, in our sole
discretion, that transfers are harmful to the investment portfolios, or to
policyowners as a whole.
GUARANTEED INTEREST DIVISION TRANSFERS
You may transfer from the guaranteed interest division only in the first 30 days
of each policy year. Transfer requests received within 30 days before your
policy anniversary are deemed to occur on your policy anniversary. A request
received by us within 30 days after your policy anniversary is effective as of
the valuation date we receive it. Transfer requests made at any other time will
not be processed.
Transfers from the guaranteed interest division are limited to the largest of:
o 25% of your guaranteed interest division balance at the time of your
first transfer or withdrawal out of it in that policy year;
o the sum of the amounts you have transferred and withdrawn from the
guaranteed interest division in the prior policy year; or
o $100.
Transfers of your account value into the guaranteed interest division are not
restricted.
DOLLAR COST AVERAGING
If your policy has at least $10,000 invested in either the Fidelity VIP Money
Market Portfolio, or the Neuberger Berman AMT Limited Maturity Bond Portfolio,
you can elect dollar cost averaging. The main goal of dollar cost averaging is
to protect your policy values from short-term price changes.
DOLLAR COST AVERAGING DOES NOT ASSURE A PROFIT NOR DOES IT PROTECT
YOU AGAINST A LOSS IN A DECLINING MARKET.
This systematic plan of transferring account values is intended to reduce the
risk of investing too much when the price of an investment portfolio's shares is
high. It also reduces the risk of investing too little when the price of an
investment portfolio's shares is low.
Since you transfer the same dollar amount to other divisions each period, you
purchase more units in a division if the unit value is low, and you purchase
fewer units if the unit value is high. You may add dollar cost averaging to your
policy at any time. The first dollar cost averaging date must be at least five
days after we receive your dollar cost averaging request. Dollar cost averaging
cannot begin until after the end of your free look period if your state requires
refund of all premiums paid during the free look period.
With dollar cost averaging, you designate either a dollar amount, or a
percentage of your account value, for automatic transfer from either the
division invested in either the Fidelity VIP Money Market Portfolio or the
Neuberger Berman AMT Limited Maturity Bond Portfolio for automatic transfer.
Each period, we automatically transfer the amount you select from your chosen
source division to one or more other variable divisions. You may not make
transfers to or from the guaranteed interest division or the loan division under
dollar cost averaging.
The minimum percentage you may transfer to any one division is 1% of the total
amount you transfer to all divisions you select. You must transfer at least $100
for each dollar cost averaging transfer.
Dollar cost averaging may occur on the same day of the month either monthly,
quarterly, semi-annually, or annually. Unless you tell us otherwise, dollar cost
averaging automatically takes place monthly, on the monthly processing date.
We do not count dollar cost averaging transfers toward your twelve free
transfers per policy year. There is no charge for this feature.
You may have both dollar cost averaging and automatic rebalancing at the same
time. The dollar cost averaging division from which your transfer will be taken
cannot be included in your automatic rebalancing program.
CHANGING DOLLAR COST AVERAGING
You may change your dollar cost averaging program one time per policy year. If
you have telephone privileges, you may make changes to the dollar cost averaging
program by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 43.
TERMINATING DOLLAR COST AVERAGING
You may cancel dollar cost averaging by sending satisfactory notice to our
customer service center. We must receive it at least five days before the next
dollar cost averaging date.
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Dollar cost averaging will terminate if:
1. you specify a termination date; or
2. your balance remaining in the division from which your dollar cost
averaging transfers are taken reaches a dollar amount you set; or
3. on any dollar cost averaging date, the amount in the division from
which you want to make a transfer is equal to or less than the amount
to be transferred. We will transfer the remaining amount and dollar
cost averaging ends.
AUTOMATIC REBALANCING
Automatic rebalancing provides you with a method for maintaining a consistent
approach to investing account values over time, and simplifying the process of
asset allocation by dividing amounts among the investment options you have
chosen.
Transfers made for automatic rebalancing do not count toward your twelve free
transfers per policy year. There is no charge for this feature.
If you choose this feature, on each rebalancing date we transfer amounts among
the divisions to match your pre-set automatic rebalancing allocation
percentages. After the transfers, the ratio of your account value in each
division to your total account value for all divisions included in automatic
rebalancing matches the automatic rebalancing allocation percentage for that
division. This action rebalances the amounts in the investment divisions that do
not match your set allocation. This happens if an investment division
outperforms other divisions for that time period.
You may choose the automatic rebalancing feature on your application or later by
completing our customer service form. Automatic rebalancing may occur on the
same day of the month either monthly, quarterly, semi-annually, or annually. If
you do not specify, automatic rebalancing will occur quarterly.
If you choose automatic rebalancing on your policy application, the first
transfer occurs on the date you select (after your free look period if your
state requires return of all premiums paid during the free look period). If you
elect this feature after your policy date, we process the first transaction on
the date you have requested. If you requested no date, processing is on the last
valuation date of the calendar quarter we receive your notice at our customer
service center.
When you choose automatic rebalancing allocations, you may choose up to eighteen
total investment divisions. SEE MAXIMUM NUMBER OF INVESTMENT DIVISIONS,
PAGE 19.
You may have both automatic rebalancing and dollar cost averaging at the same
time. The division from which your dollar cost averaging transfers are taken
cannot be included in your automatic rebalancing allocating program. You may not
include the loan division in your automatic rebalancing allocations.
CHANGING AUTOMATIC REBALANCING
You may change your allocation percentages for automatic rebalancing at any
time. Your allocation change is effective on the valuation date that we receive
it at our customer service center. If you reduce the amount allocated to the
guaranteed interest division, it is considered a transfer from that division.
You must meet the requirements for the maximum transfer amount and time
limitations on transfers from the guaranteed interest division. SEE TRANSFERS OF
ACCOUNT VALUE, PAGE 33.
If you have automatic rebalancing and the guaranteed minimum death benefit and
you ask for an allocation which does not meet the guaranteed minimum death
benefit diversification requirements, we will notify you that the allocation
needs to be changed and ask you for revised instructions.
TERMINATING AUTOMATIC REBALANCING
You may terminate automatic rebalancing at any time, as long as we receive your
notice of termination at least five days before the next automatic rebalancing
date. If you have the guaranteed minimum death benefit and you terminate the
automatic rebalancing feature, you still must meet the diversification
requirements of your net account value for the guarantee period to continue. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 28.
POLICY LOANS
You may borrow against your policy at any time after the first monthly
processing date by using your policy as security for a loan, or as otherwise
required
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by law. The amount you borrow is called a policy loan. Your policy loan is:
1. the total amount you borrow from your policy; plus
2. any policy loan interest that is capitalized when due; minus
3. policy loan repayments you make.
Unless state law requires differently, any new policy loan you take must be at
least $100. The maximum amount you can borrow on any valuation date, unless
required differently by state law, is your net cash surrender value minus the
monthly deductions to your next policy anniversary.
Your request for a policy loan must be directed to our customer service center.
If you have telephone privileges, you may request a policy loan for less than
$25,000 by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 43.
Based on our administrative system, we may have other rules for policy loans.
For example, we may require that your loan request be for a dollar amount rather
than a percentage to be taken from a specific division.
Loan interest charges on your policy loan accrue daily at an annual interest
rate of 3.75%. Interest is due in arrears on each policy anniversary. If you do
not pay your interest when it is due, we add it to your policy loan on your
policy anniversary.
If you request an additional loan, we add the amount you request to your
existing outstanding policy loan. This way, there is only one loan outstanding
on your policy at any time.
You may repay all or part of your policy loan at any time while your policy is
in force. We assume that any payments you make, other than your scheduled
premiums, are policy loan repayments. You must tell us otherwise if you want us
to consider additional payments as premiums.
When you request a loan you may specify one investment division from which the
loan will be taken. If you do not specify one, the loan will be taken
proportionately from each active investment division you have.
When you take a policy loan, we transfer an amount equal to your policy loan
amount from the variable and the guaranteed interest divisions in the same
proportion they represent of your total net account value to the loan division.
We follow this same process for loan interest in the amount due at your policy
anniversary. We credit the loan division with interest at an annual rate of 3%.
The loan division is part of our general account, separate from the guaranteed
interest division. When we make transfers to the loan division, we redeem
sufficient units of the variable divisions to cover the amount of the loan which
you take from the variable account. Unless you tell us otherwise, we deduct the
amount transferred from each division in the same proportion that your account
value in that division has to your net account value immediately before the loan
transaction. We determine the amounts in each division as of the valuation date
when we receive your loan request.
Policy loans may cause your policy to lapse if your net cash surrender value is
not enough to pay all deductions each month. SEE LAPSE, PAGE 38.
Any policy loans you take may have tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 59,
AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS, PAGE 59.
LOAN REPAYMENT
We transfer the amount of interest credited to the loan division for a policy
year from the loan division on your policy anniversary. When you make a loan
repayment, we transfer an amount equal to your repayment from the loan division
up to the amount of your policy loan. Unless you tell us otherwise, we allocate
these transfers among the variable divisions and the guaranteed interest
division in the same proportion as your current premium allocation.
LOANS AND YOUR BENEFITS
Taking a loan decreases the amount you have in the variable divisions. Accruing
loan interest will change your net account value as compared to what it would
have been if you did not take a loan.
Even if you repay your loan, it has a permanent effect on your account value.
This means that the benefits under your policy may be affected.
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The loan is a first lien on your policy. This means we deduct your outstanding
policy loan and accrued loan interest from the death benefit payable, the cash
surrender value payable on surrender or your account value on the maturity date.
Failure to repay your loan may affect the guaranteed minimum death benefit
feature and the length of time your policy remains in force. The policy lapses
(FOR EXCEPTIONS, SEE SPECIAL CONTINUATION PERIOD, PAGE 22 AND GUARANTEED MINIMUM
DEATH BENEFIT, PAGE 26) when the cash surrender value minus policy loans and
accrued loan interest is not enough to cover your monthly deductions. If your
policy lapses with a loan outstanding, you may have adverse tax consequences.
SEE DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS,
PAGE 59, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS, PAGE 59.
If you do not repay your policy loan, we deduct the outstanding policy loan
amount and accrued loan interest from the death benefits payable, or the cash
surrender value payable upon surrender.
PARTIAL WITHDRAWALS
You may request a partial withdrawal on any valuation date after your first
policy anniversary by contacting our customer service center. If you request
partial withdrawals by telephone, the partial withdrawal must be for an amount
less than $25,000 and may not cause a decrease in your death benefit; otherwise,
your partial withdrawal request must be in writing. SEE TELEPHONE PRIVILEGES,
PAGE 43.
You may take only one partial withdrawal per policy year. We may set rules on
partial withdrawals, based on our administrative system. For example, we may
require that you specify a dollar amount rather than a percentage to be taken
from a specific division.
The minimum partial withdrawal you may take is $100. The maximum partial
withdrawal you may take is the amount which leaves $500 as your net cash
surrender value. If you request a withdrawal of more than this maximum, we
require you to surrender your policy. When you take a partial withdrawal, we
deduct your withdrawal amount plus a service fee from your account value. If
applicable, we deduct a surrender charge from your account value if your partial
withdrawal causes a reduction in your stated death benefit. SEE CHARGES,
DEDUCTIONS AND REFUNDS, PAGE 47.
Partial withdrawals may have adverse tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 59; AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 59.
PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 1
If you selected death benefit option 1, and if no more than fifteen years have
passed since your policy date and the insured person is not yet age 81, you may
make a partial withdrawal of up to the greater of 10% of your account value, or
5% of your stated death benefit without decreasing the stated death benefit. Any
additional amounts you withdraw will reduce your stated death benefit by the
amount of the withdrawal.
PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 2
If you have selected death benefit option 2, a partial withdrawal does not
reduce your stated death benefit or target death benefit. However, we reduce the
total death benefit by at least the partial withdrawal amount because your
account value is reduced.
PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 3
If you have selected death benefit option 3, a partial withdrawal may reduce
your total death benefit, but only to the level of your target death benefit.
STATED DEATH BENEFIT AND TARGET DEATH BENEFIT REDUCTIONS
Generally, we reduce the stated death benefit by the amount of the partial
withdrawal. A partial withdrawal may reduce your target death benefit.
Partial withdrawals do not reduce the stated death benefit if your base death
benefit has been increased to qualify your policy as life insurance under the
federal income tax laws, if you withdraw an amount that is no greater than the
amount that reduces your account value to a level which no longer requires your
base death benefit to be increased to qualify as life insurance for federal
income tax law purposes. SEE TAX STATUS OF THE POLICY, PAGE 57.
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We require a minimum stated death benefit and a minimum target death benefit to
issue your policy. You are not allowed to take a partial withdrawal if it
reduces your stated death benefit or target death benefit below this minimum.
SEE GROUP OR SPONSORED ARRANGEMENTS OR CORPORATE PURCHASERS,
PAGE 57.
PARTIAL WITHDRAWAL MECHANICS
Unless you tell us otherwise, we will make a partial withdrawal from the
guaranteed interest division and the variable divisions in the same proportion
that each division has to your net account value immediately before your
withdrawal. The amount withdrawn from the guaranteed interest division may not
be for more than your total withdrawal multiplied by the ratio of your account
value in the guaranteed interest division to your total net account value
immediately before the partial withdrawal transaction.
We will send a new schedule page for your policy showing the effect of your
withdrawal if there is any change to your stated death benefit or your target
death benefit.
To make this change, we may ask that you return the policy to our customer
service center. Your withdrawal and any reductions in the death benefits are
effective as of the valuation date on which we receive your request. SEE
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE
59, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS, PAGE 59.
LAPSE
Your insurance coverage continues as long as your net cash surrender value is
enough to pay all deductions each month. Lapse does not apply if either the
guaranteed minimum death benefit or the special continuation period is in effect
and you have met all requirements or your policy has reached the maturity date.
SEE SPECIAL CONTINUATION PERIOD, PAGE 22, AND GUARANTEED MINIMUM DEATH BENEFIT,
PAGE 28.
If there is an outstanding policy loan, your policy will lapse if the loan plus
the accrued interest owed is more than the account value.
GRACE PERIOD
Your policy enters the 61-day lapse grace period if, on a monthly processing
date:
1. your net cash surrender value is zero (or less); and
2. the three-year special continuation period has expired, or you have not
paid the required special continuation period premium; and
3. you do not have the guaranteed minimum death benefit or it has expired
or terminated.
We notify you that the policy is in a grace period at least 30 days before the
grace period ends. We provide this notice to you, or a person to whom you have
assigned your policy, at the last address in our records. We notify you of the
required premium payment necessary to prevent your policy from lapsing. This
amount is generally the amount of past due charges, plus the amount that covers
your estimated monthly policy and rider deductions for the next two months. If
the insured person dies during the grace period, we pay death proceeds to your
beneficiary(ies) with reductions for policy loans, accrued loan interest, and
monthly deductions owed. We will send you a lapse notice if the guaranteed
minimum death benefit is going to lapse.
If we receive your payment of the required amount before the end of the grace
period, we apply it to your account value in the same manner as your other
premium payments, then we take the overdue deductions from your account balance.
If you do not pay the full amount we request within the 61-day grace period,
your policy and all of its riders lapse without value. We then withdraw your
remaining account balance from the variable divisions and the guaranteed
interest division. We deduct amounts which you owe us, including any surrender
charge and inform you that the policy has ended.
IF YOU HAVE THE GUARANTEED MINIMUM DEATH BENEFIT IN EFFECT
After the special continuation period has ended, and if the guaranteed minimum
death benefit is in effect, your policy's stated death benefit will not lapse
during the guarantee period. This is true even if your net cash surrender value
is not enough to cover all of
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<PAGE>
the deductions from your account value on any monthly processing date. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 28.
The guaranteed minimum death benefit does not protect benefits you may have
under riders attached to your policy. Nor does it protect any amount of the base
death benefit which is more than the stated death benefit. These benefits lapse
if on any monthly processing date, your policy net cash surrender value is not
enough to pay all monthly deductions from your account value (unless your policy
is in the three-year special continuation period and your account value is more
than the interest due on your loan). While the guaranteed minimum death benefit
applies, we reduce your account value by monthly deductions, but not below zero.
We permanently waive monthly deductions during the guarantee period which would
reduce your account value below zero.
The guaranteed minimum death benefit terminates if your policy does not meet the
monthly premium or diversification tests. If your guaranteed minimum death
benefit terminates, the normal test for lapse then resumes. SEE REQUIREMENTS TO
MAINTAIN THE GUARANTEE PERIOD, PAGE 28.
LAPSE SUMMARY
<TABLE>
<CAPTION>
SPECIAL CONTINUATION PERIOD GUARANTEED MINIMUM DEATH BENEFIT
(option 1 or option 2)
===================================================================================================================
IF YOU MEET THE IF YOU DO NOT MEET THE IF YOU MEET THE IF YOU DO NOT MEET THE
REQUIREMENTS REQUIREMENTS REQUIREMENTS REQUIREMENTS
<S> <C> <C> <C>
Your policy does not Your policy enters the Your policy does not Your policy enters the
lapse if you do not have grace period if your net lapse if you do not have grace period ifyour net
enough net cash cash surrender value is enough net cash cash surrender value is
surrender value to pay the not enough to pay the surrender value to pay the not enough to pay the
monthly charges. The monthly charges, or if monthly charges. monthly charges, or if
charges are delayed until your loan interest due is However, if you have any your loan interest due is
the earlier of: 1) the date more than your net riders, they lapse after the more than yournet cash
you have enough net cash account value. If you do grace period and only surrender value. If you
surrender value to cover not pay enough premium your base coverage do not pay enough
the monthly charge, or 2) to cover the past due remains in force. premium tocover the past
until the end of the monthly charges and Charges for your base due monthlycharges and
special continuation interest due, plus the coverage are then interest due, plusthe
period. monthly charges and deducted each month to monthly chargesand
interest due through the the extent that there is interest due through the
end of the grace period sufficient net account end of the grace period
(at the end of the value to pay these (at the end of the
following two months), charges. If there is not following two months),
your policy lapses. sufficient net account your policy lapses.
value to pay a charge, it is
permanently waived.
</TABLE>
REINSTATEMENT
If you do not pay enough premium before the end of the grace period, your policy
lapses. You may still reinstate your policy and its riders (other than the
guaranteed minimum death benefit) within five years after the grace period ends.
Unless state law requires differently, we will reinstate your policy and riders
if:
1. you have not surrendered your policy for its net cash surrender value;
2. you provide satisfactory evidence to us that the insured person (and
any people insured under your riders) is still insurable
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<PAGE>
according to our normal rules of underwriting for your type of policy;
and
3. we receive enough premium from you to keep your policy and its riders
in force from the beginning to the end of the grace period and for two
months after the reinstatement date.
Reinstatement is effective as of the monthly processing date following our
approval of your reinstatement application. When we reinstate your policy, we
also reinstate the surrender charges for the amount and time remaining when your
policy lapsed. If you had a policy loan when coverage ended, we reinstate it
with accrued loan interest to the date of lapse. The cost of insurance charges
in effect at the time of reinstatement for the age of the insured person are
adjusted to reflect the time since the lapse.
We apply the net premiums received after reinstatement according to the premium
allocation instructions in effect at the start of the grace period, unless you
tell us otherwise.
SURRENDER
You may surrender your policy for its net cash surrender value any time while
the insured person is living. You do this by sending a written request and your
policy or a lost policy form to our customer service center.
Your policy net cash surrender value is your cash surrender value, minus policy
loans you have taken including accrued loan interest.
We compute your net cash surrender value as of the valuation date we receive
your surrender request and policy at our customer service center. All insurance
coverage ends on the date we receive your surrender request and policy.
We do not pro-rate or add back charges and expenses deducted from your account
value which we deducted on the monthly anniversary before the date your
surrender is processed. If you surrender your policy during the first fourteen
policy years or segment years, we deduct a surrender charge from your net
account value. If you surrender your policy during the early policy years, you
may have little or no net cash surrender value. SEE SURRENDER CHARGE, PAGE 51.
A surrender of your policy may have adverse tax consequences. SEE DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 59, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 59.
GENERAL POLICY PROVISIONS
FREE LOOK PERIOD OR RIGHT TO EXAMINE POLICY PERIOD
You have the right to examine your policy. If for any reason you do not want it,
you may return your policy to us or your registered representative within the
period shown in the policy. If you return your policy to us within your state's
specified time limit, we will consider it canceled as of your policy date.
If you cancel your policy during this free look period, you will receive a
refund as determined under state law.
Generally, there are two types of free look refunds. Some states require a
return of all premiums paid while others permit payment of the account value
plus a refund of all charges deducted. Your policy will specify what free look
refund applies in your state. The type of free look refund allowed in your state
will affect when your initial net premium and any additional net premiums we
receive from you before the end of the free look period are invested into the
variable divisions you selected.
Your state may require us to return the premiums you have paid if you cancel
your policy during the free look period. In this case, that portion of your
initial net premium and any net premium we receive from you during the free look
period that you have allocated to the variable divisions will then be held in
the division investing in the Fidelity Money Market Portfolio for 15 days after
we issue your policy (five days deemed delivery time plus a typical free look
period of 10 days), unless state law requires otherwise, if:
o you made a premium payment before we issued your policy; and
o you have provided all information and documents we have requested.
At the end of 15 days, your account value will be allocated among your chosen
variable divisions, based on your most recent premium allocation instructions.
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<PAGE>
Your state may require us to return your account value plus a refund of all
charges deducted during the free look period. In this case, that portion of your
initial net premium that you have allocated to the variable divisions will then
be invested according to your most recent premium allocation instructions on the
date we issue your policy if:
o you made a premium payment before we issued your policy; and
o you have provided all information and documents we have requested.
Amounts you allocated to the guaranteed interest division will be invested into
that division when we issue your policy if you have made a premium payment and
have no outstanding information or document requests from us. Once we have
applied your net premium to your selected investment divisions, you may transfer
funds between investment divisions and activate policy investment features such
as automatic rebalancing or dollar cost averaging.
YOUR POLICY
The entire contract between you and us is the combination of:
o your policy;
o a copy of your original application and any applications for benefit
increases or decreases;
o all of your riders;
o endorsements;
o schedule pages; and
o reinstatement applications.
If you make a change to your coverage, we give you a copy of your changed
application and new schedules. If you send us your policy, we attach these items
to your policy and return it to you. Otherwise, you need to attach them to your
policy. Unless there is fraud, we consider all statements made in an application
to be representations and not guarantees. We use no statement to deny a claim,
unless it is in an application.
A president or an officer of our company and our secretary or assistant
secretary must sign all changes or amendments we make to your policy. No other
person may change the terms or conditions of your policy.
AGE
We issue your policy at the insured person's age stated in your policy schedule.
This is based on the insured person's age as of the nearest birthday to the
policy date. We determine the insured person's age at any given time by adding
the number of completed policy years to the age calculated at issue and shown in
the schedule.
OWNERSHIP
The original owner is the person named as the owner in the policy application.
The owner can exercise all rights and receive the benefits during the insured
person's lifetime before the maturity date. This includes the right to change
the owner, beneficiaries, or method to pay proceeds.
As a matter of law, all rights of ownership are limited by the rights of any
person who has been assigned rights under the policy, and any irrevocable
beneficiary(ies).
You may name a new owner by giving us written notice. The effective date of the
change to the new owner is the date the prior owner signs the notice. However,
we will not be liable for any action we take before a change is recorded at our
customer service center. A change in ownership may cause the prior owner to
recognize taxable income on gain under the policy.
BENEFICIARY(IES)
You, as owner, name the beneficiary(ies) when you apply for your policy. The
primary beneficiary(ies) who survives the insured person receives the death
proceeds. Other surviving beneficiary(ies) receive death proceeds only if there
is no surviving primary beneficiary(ies). If more than one beneficiary(ies)
survives the insured person, they share the death proceeds equally, unless you
have told us otherwise. If none of your policy beneficiaries has survived the
insured person, we pay the death proceeds to you, or to your estate as owner.
Once you tell us who the beneficiary(ies) is/are, we keep this information on
file. You may name a new beneficiary during the insured person's lifetime. We
pay the death proceeds to the most recent beneficiary(ies) whom you have most
recently named and which we have on record. We do not make multiple payments.
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<PAGE>
COLLATERAL ASSIGNMENT
You may assign your policy as security by sending written notice to us. After we
record the assignment, your rights as owner and the beneficiary's(ies') rights
(unless the beneficiary(ies) were made an irrevocable beneficiary(ies) under an
earlier assignment) are subject to the assignment. It is your responsibility to
make sure the assignment is valid.
INCONTESTABILITY
After your policy has been in force while the insured person is alive for two
years from your policy date, we will not question the validity of the statements
in your application. After your policy has been in force while the insured
person is alive for two years from the effective date of any new segment or from
the effective date of an increase in any other benefit, we will not contest the
statements in your application for the new segment or other benefit increase.
After this policy has been in force while the insured person is alive for two
years from the effective date of any reinstatement, we will not contest the
statements in your application for reinstatement.
MISSTATEMENTS OF AGE OR GENDER
If the insured person's age or gender has been misstated, we adjust the death
benefit. We adjust death benefits to the amount which would have been purchased
for the insured person's correct age and gender. We base the adjusted death
benefit on the cost of insurance charges deducted from your account value on the
last monthly processing date before the insured person's death, or as otherwise
required by state law.
If unisex cost of insurance rates apply, we do not make any adjustments for a
misstatement of gender.
SUICIDE
If the insured person commits suicide, while that insured person is sane or
insane within two years of your policy date unless otherwise required by state
law, we limit death benefits to:
1. the total of all premiums paid to the time of death; minus
2. the amount of outstanding policy loans and accrued loan interest; minus
3. any partial withdrawals you have taken.
If the insured person has been changed, and the new insured person dies by
suicide within two years of the change date, we then limit the death benefit to:
1. your net cash surrender value as of the change date; plus
2. the premiums you paid since the change date; minus
3. the sum of any increases in policy loans, accrued loan interest, and
partial withdrawals taken since the change date.
We make a limited payment to the beneficiary(ies) for a new segment or other
increase if the insured person commits suicide, while sane or insane within two
years of the effective date of a new segment, or within two years of an increase
in any other benefit, unless otherwise required by state law. The limited
payment we make is equal to the cost of insurance and monthly expense charges
which were deducted for such increase.
TRANSACTION PROCESSING
Generally, within seven days of when we receive all information required to
process a payment, we pay:
o death proceeds;
o net cash surrender value upon surrender;
o partial withdrawals; and
o loan proceeds.
We may delay processing these transactions if:
o the NYSE is closed for trading;
o trading on the NYSE is restricted by the SEC;
o there is an emergency so that it is not reasonably possible to sell
securities in the variable divisions or to determine the value of an
investment division's assets; or
o a governmental body with jurisdiction over the separate account allows
suspension by its order.
Any SEC rules and regulations that apply determine whether or not these
conditions exist.
We execute transfers among the variable divisions as of the valuation date of
our receipt of your request at our customer service center.
We determine death proceeds as of the insured person's date of death. The death
proceeds are not affected by changes in the value of the variable
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<PAGE>
divisions after the insured person's death. We pay interest at our stated rate
(or at a higher rate if required by law) from the insured person's date of death
to the date of payment.
We may delay payment from our guaranteed interest division for up to six months,
unless state law requires otherwise, of:
o surrender proceeds;
o withdrawal amounts; or
o loan amounts.
We pay interest at our declared rate (or at a higher rate if required by law)
from the date we receive the request if we delay payment more than 30 days.
NOTIFICATION AND CLAIMS PROCEDURES
Except for certain authorized telephone requests, we must receive in writing any
election, designation, change, assignment or request made by the owner.
You must use a form acceptable to us. We are not liable for actions taken before
we receive and record the written notice. We may require you to return your
policy for policy change, or at the time of surrender.
If the insured person dies while your policy is in force, please let us or your
registered representative know as soon as possible. We will immediately send you
instructions on how to make a claim. As proof of the deceased insured person's
death, we may require you to provide proof of the deceased insured person's age,
and a certified copy of the deceased insured person's death certificate.
The beneficiary(ies) and the deceased insured person's next of kin may need to
sign authorization forms. These forms allow us to get information about the
deceased insured person. This information may include medical records of doctors
and hospitals used by the deceased insured person.
TELEPHONE PRIVILEGES
If your policy was delivered on or after May 1, 1999, telephone privileges are
automatically provided to you and your agent or registered representative,
unless you tell us otherwise. If you do not wish to have this feature, decline
it on the application or contact our customer service center. If your policy was
delivered before May 1, 1999, you may choose telephone privileges by completing
our customer service form and returning it to our customer service center.
Telephone privileges allow you or your agent or registered representative, if
applicable, to call our customer service center to:
o make transfers;
o change premium allocations;
o change features in your dollar cost averaging and automatic rebalancing
programs;
o partial withdrawals; or
o request a policy loan.
Our customer service center uses reasonable procedures to make sure that
instructions received by telephone are genuine. These procedures may include:
1. requiring some form of personal
identification;
2. providing written confirmation of any
transactions; and
3. tape recording telephone calls.
By accepting automatic telephone privileges, you authorize us to record your
telephone calls to us. If we use reasonable procedures to confirm instructions,
we are not liable for losses due to unauthorized or fraudulent instructions. We
may discontinue this privilege at any time.
NON-PARTICIPATION
Your policy does not participate in the surplus earnings of Security Life.
DISTRIBUTION OF THE POLICIES
The principal underwriter (distributor) for our policies is ING America
Equities, Inc. ING America Equities, Inc. is a wholly owned subsidiary of
Security Life. It is registered as a broker-dealer with the SEC and the NASD. We
pay ING America Equities, Inc. for acting as the principal underwriter under a
distribution agreement.
We sell our policies through registered representatives of other broker-dealers
including, but not limited to:
1. VESTAX Securities Corporation, a subsidiary of ING America Insurance
Holdings, Inc.;
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<PAGE>
2. Locust Street Securities, Inc., an affiliate of Security Life of Denver
Insurance Company;
3. Multi-Financial Services, Inc., an affiliate of Security Life of Denver
Insurance Company; and
4. IFG Network Securities, Inc., a subsidiary of Investors Financial
Group, Inc., which is a subsidiary of ING America Insurance Holdings,
Inc.
These broker-dealers have entered into selling agreements with us. They are
registered with the SEC and the NASD.
Under these selling agreements, we pay a distribution allowance to
broker-dealers, who then pay commissions to the registered representative who
sells this policy. The distribution allowance may be up to 95% of the first
target premium that you pay. For premiums that you pay over your first target
premium, the distribution allowance may be up to 4% in policy years one through
ten, and up to 2% in policy years over ten.
Broker-dealers may receive annual renewal payments of up to 0.10% of the net
account value at the earlier of the beginning of the tenth year of your policy
or after you pay more than the guideline single premium according to the federal
income tax definition of life insurance.
Compensation arrangements vary among broker-dealers and depend on particular
circumstances. In addition to the above-described compensation, we may pay:
o override payments;
o expense allowances;
o bonuses;
o special marketing fees;
o wholesaler fees and marketing allowances; and
o training allowances.
Under our sales incentive programs, as permitted by law, registered
representatives may receive other compensation such as:
o expense-paid trips;
o expense-paid educational seminars; and
o merchandise.
We pay all distribution and other allowances from our own resources which
includes sales charges deducted from premiums and surrender charges.
ADVERTISING PRACTICES AND SALES LITERATURE
We may use advertisements and sales literature to promote this product,
including:
o articles on variable life insurance and other information published in
business or financial publications;
o indices or rankings of investment securities; and
o comparisons with other investment vehicles, including tax
considerations.
We may use information regarding the past performance of the variable investment
divisions. But past performance is not indicative of future performance of the
investment divisions or the policies and is not reflective of the actual
investment experience of individual policyowners.
We may feature certain investment divisions and their managers, as well as
describe asset levels and sales volumes for our products. We may refer to past,
current, or prospective economic trends and investment performance or other
information we believe may be of interest to our customers.
SETTLEMENT PROVISIONS
You may elect to have the beneficiary(ies) receive the death proceeds other than
in one payment. If you make this election, you must do so during the insured
person's lifetime. If you have not made this election, the beneficiary(ies) may
do so within 60 days after we receive proof of the insured person's death.
You may take your net cash surrender value in other than one payment.
The investment performance of the variable divisions does not affect payments
under these settlement options. Instead, interest accrues at a fixed rate based
on the option you choose. Payment options are subject to our rules at the time
you make your selection. A periodic payment must be at least $20. Currently,
these alternate payment options are available if the proceeds are $2,000 or
more.
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<PAGE>
Option I: PAYOUTS FOR A DESIGNATED PERIOD: Payout payments may be made on a
monthly, quarterly, semi-annual, or annual basis.
These payments may last for a period from five to thirty years. The
installment dollar amounts are equal except for any excess
interest. Settlement Option Table I in your policy shows the amount
of the first monthly payout for each $1,000 of account value
applied.
Option II: LIFE INCOME WITH PAYOUTS GUARANTEED FOR A DESIGNATED PERIOD: Payout
payments may be made on a monthly, quarterly, semi-annual, or
annual basis.
We make these payments throughout the lifetime of the person
receiving the payment, or if longer for guaranteed periods of five,
ten, fifteen, or twenty years. You may choose the length of time to
receive the guaranteed payments. If you choose a longer guaranteed
period, this will decrease the amount of your periodic payments.
The installment dollar amounts are equal except for any excess
interest. The Settlement Option Table II in your policy shows the
amount of the first monthly payout for each $1,000 of account value
applied. This option is available only for the ages shown in this
table.
Option III: HOLD AT INTEREST: Amounts may be left on deposit with us to be
paid at the death of the person you choose to receive the payment,
or at a chosen earlier date. We will pay interest at our declared
rate on any unpaid balance (or at a higher rate if required by
law). You may choose interest to be accumulated or be paid on a
monthly, quarterly, semi-annual, or annual basis.
You may not leave money on deposit for more than 30 years.
Option IV: PAYOUTS OF A DESIGNATED AMOUNT: Payouts will be made until
proceeds, including interest, are exhausted. Interest is at a rate
we declare (or at a higher rate as required by law). Payout payment
choices are on a monthly, quarterly, semi-annual, or annual basis.
Option V: OTHER: You, as owner, may ask us to apply money under any options
we offer at the time we pay the benefit.
The beneficiary(ies) or other person (successor to the beneficiary(ies)) who has
the right to receive payments may name someone else to receive amounts that we
would otherwise pay to the beneficiary's(ies') estate if he/she/they die(s). The
person who has the right to receive payment may name another person, at any
time. Designating another person to receive payment may have income, gift or
estate tax consequences. Consult a professional tax adviser before making this
designation.
We must approve an arrangement that involves someone who is to receive payment
who is not a human being (for example, a corporation). We must approve a
situation involving a person who is to receive payment while acting on behalf of
another, called a fiduciary. We base the details of all arrangements on our
rules at the time the arrangements are effective. This includes rules on the:
o minimum amount we pay under an option;
o minimum amounts for installment payments;
o withdrawal rights;
o right to receive payments over time, which we may offer as a lump sum
payment;
o naming of people who have the right to receive payment and their
successors; and
o proof of age and survival.
ADMINISTRATIVE INFORMATION ABOUT THE POLICY
VOTING PRIVILEGES
We invest the variable divisions' assets in shares of investment portfolios. We
are the legal owner of the shares held in the variable account and we have the
right to vote on certain issues. Among other things, we may vote on issues
described in the fund's current prospectus, or issues requiring a vote by
shareholders under the Investment Company Act of 1940.
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<PAGE>
Even though we own the shares, we give you the opportunity to tell us how to
vote the number of shares attributable to your account value.
We count fractional shares. If you have a voting interest, we send you proxy
material and a form on which to give us your voting instructions.
Each investment portfolio's shares have the right to one vote. The votes of all
investment portfolios are cast together on a collective basis, except on issues
for which the interests of the portfolios differ. In these cases, voting is done
on a portfolio-by-portfolio basis.
Examples of issues that require a portfolio-by- portfolio vote are:
1. changes in the fundamental investment policy of a particular investment
portfolio; or
2. approval of an investment advisory agreement.
We vote the shares in accordance with your instructions at meetings of
investment portfolio shareholders. We vote any investment portfolio shares that
are not attributable to policies, and any investment portfolio shares for which
the owner does not give us instructions, the same way we vote as if we did
receive owner instructions.
We reserve the right to vote investment portfolio shares without getting
instructions from policy owners if the federal securities laws, regulations, or
their interpretations change to allow this.
You may only instruct us on matters relating to the investment portfolios
corresponding to divisions in which you have invested assets as of the record
date set by the investment portfolio's Board for the portfolio's shareholders
meeting. We determine the number of investment portfolio shares in each division
that we attribute to your policy by dividing your account value allocated to
that division by the net asset value of one share of the matching investment
portfolio.
MATERIAL CONFLICTS
We are required to track events to identify any material conflicts arising from
using investment portfolios for both variable life and variable annuity separate
accounts. The boards of the investment portfolios, Security Life, and other
insurance companies participating in the investment portfolios, have this same
duty. There may be a material conflict if:
o state insurance law or federal income tax law changes;
o investment management of an investment portfolio changes; or
o voting instructions given by owners of variable life insurance policies
and variable annuity contracts differ.
The investment portfolios may sell shares to certain qualified pension and
retirement plans qualifying under Code Section 401. These include cash or
deferred arrangements under Code Section 401(k). Therefore, there is a
possibility that a material conflict may arise between the interests of owners
in general, or between certain classes of owners, and these retirement plans or
participants in these retirement plans.
If there is a material conflict, we have the duty to determine appropriate
action, including removing the portfolios involved from our variable investment
options. We may take other action to protect policy owners. This could mean
delays or interruptions of the variable operations.
When state insurance regulatory authorities require us, we may ignore voting
instructions relating to changes in an investment portfolio's adviser or its
investment policies. If we do ignore voting instructions, we give you a summary
of our actions in the next semi-annual report to owners.
Under the Investment Company Act of 1940, we must get your approval for certain
actions involving our separate account. In this case, you have one vote for
every $100 of value you have in the variable divisions. We cast votes credited
to amounts in the variable divisions, but not credited to policies in the same
proportion as votes cast by owners.
RIGHT TO CHANGE OPERATIONS
Subject to state limitations, we may from time to time make any of the following
changes to our separate account:
1. Change the investment objective.
2. Offer additional divisions which will invest in portfolios we find
appropriate for policies we issue.
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<PAGE>
3. Eliminate variable divisions.
4. Combine two or more variable divisions.
5. Substitute a new investment portfolio for a portfolio in which the
division currently invests. A substitution may become necessary if, in
our judgment:
o a portfolio no longer suits the purposes of your policy;
o there is a change in laws or regulations;
o there is a change in a portfolio's investment objectives or
restrictions;
o the portfolio is no longer available for investment; or
o another reason we deem a substitution is appropriate.
6. Transfer assets related to your policy class to another separate
account.
7. Withdraw the separate account from registration under the 1940 Act.
8. Operate the separate account as a management investment company under
the 1940 Act.
9. Cause one or more divisions to invest in a mutual fund other than, or
in addition to, the investment portfolios.
10. Stop selling these policies.
11. End any employer or plan trustee agreement with us under the
agreement's terms.
12. Limit or eliminate any voting rights for the separate account.
13. Make any changes required by the 1940 Act, or its rules or regulations.
We will not make a change until it is effective with the SEC and approved by the
appropriate state insurance departments, if necessary. We will notify you of
changes. If you then wish to transfer the amount you have in the affected
division to another variable division, or to the guaranteed interest division,
you may do so free of charge. Just notify us at our customer service center.
REPORTS TO OWNERS
At the end of each policy year we send a report to you that shows:
o your total net policy death benefit (your stated death benefit plus
adjustable term insurance rider death benefit, if any);
o your account value;
o your policy loans, if any, plus accrued interest;
o your net cash surrender value;
o information about the variable divisions; and
o your account transactions during the previous year showing net
premiums, transfers, deductions, loans, or withdrawals.
We also send semi-annual reports with financial information on the investment
portfolios, including a list of the investment holdings of each portfolio to
you.
We send confirmation notices to you throughout the year for certain policy
transactions.
CHARGES, DEDUCTIONS AND REFUNDS
The amount of a charge may not exactly correspond to the cost incurred by us to
provide the service or benefits associated with the particular policy. Many
charges are not at "cost". For example, the sales charges may not cover all of
the sales and distribution expenses actually incurred by us. Proceeds from other
charges, including the mortality and expense risk charge or cost of insurance
charges, may be used in part to cover such expenses.
DEDUCTIONS FROM PREMIUMS
We consider any payment we receive before the maturity date to be a premium if
you do not have an outstanding loan. After we deduct certain expenses from your
premium payment, we add the remaining net premium to your account value.
TAX CHARGES
We pay state and local taxes in almost all states. These taxes vary in amount
from state to state and may vary from jurisdiction to jurisdiction within a
state. Currently, state and local taxes range from 0.5% to 5% with some states
not imposing these types of taxes. We currently deduct an amount equal to 2.5%
of each premium payment you make to cover these taxes. The 2.5% rate
approximates the average tax rate we expect to pay in all states.
We also currently deduct an amount equal to 1.5% of each premium payment you
make to cover our
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<PAGE>
estimated costs for the federal income tax treatment of deferred acquisition
costs. This cost is determined solely by the amount of life insurance premiums
we receive.
We reserve the right to increase or decrease your premium expense charge for
taxes as a result of changes in the tax law, within limits set by state law. We
also reserve the right to increase or decrease your premium expense charge for
the federal income tax treatment of deferred acquisition costs based on any
change in that cost to us.
SALES CHARGE
We deduct a percentage from each of your premium payments to compensate us for
the costs we incur in selling the policies. We base the deducted percentage on
the insured person's age on the policy date or an increase in your coverage:
Segment Issue Sales Charge Percentage
Age
------------- -----------------------
0 - 49 2.25%
50 - 59 3.25%
60 - 85 4.25%
These premium deductions are a part of the total sales charge. To determine your
applicable sales charge, premiums you pay after an increase in stated death
benefit are allocated to your policy segments in the same proportion as the
guideline annual premium (defined by federal income tax law) for each segment
bears to the total guideline annual premium for your stated death benefit.
The sales charge covers the costs of distribution, preparing our sales
literature, promotional expenses, and other direct and indirect expenses. The
amount charged is not specifically related to sales expenses in a particular
year.
We may reduce or waive the sales charge for certain group or sponsored
arrangements or for corporate purchasers.
DAILY DEDUCTIONS FROM THE VARIABLE ACCOUNT
MORTALITY AND EXPENSE RISK CHARGE
We deduct a charge each day for the mortality and expense risks we assume. This
charge is 0.002055% per day of the amount you have in the variable divisions.
This is an annual rate of 0.75%.
The mortality risk we assume is that insured people, as a group, may live less
time than we estimated. We assume risk that expenses we incur in issuing and
administering the policies and in operating the variable divisions are greater
than the amount we estimated when we set these charges.
The mortality and expense risk charge does not apply to your account value which
is invested in the guaranteed interest division or the loan division.
MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE
We deduct charges from your account value on each monthly processing date. On or
before November 1, 1999, we will make available to you the option to designate a
single withdrawal investment division from which we will take your monthly
deductions. You may designate a withdrawal investment division at policy
application or at a later time. You may choose to have us withdraw the monthly
deduction from the guaranteed interest division or the variable divisions in
which you have amounts. You may not use the loan division as your designated
withdrawal investment division from which to deduct monthly deductions.
If you do not choose a withdrawal investment division from which to deduct
monthly deductions, or if the amount you have in your designated withdrawal
investment division is not enough to cover the monthly deductions, these charges
are taken from the variable and guaranteed interest divisions in the same
proportion that your account value in each division has to your total net
account value as of the monthly processing date.
If you change your designated withdrawal investment division from which monthly
deductions are deducted, we may consider this a premium allocation change for
which there may be a charge. SEE POLICY TRANSACTION FEES, PAGE 50.
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<PAGE>
DIVISIONS FROM WHICH WE DEDUCT CHARGES
<TABLE>
<CAPTION>
MONTHLY CHARGES: COST OF
INSURANCE CHARGES, RIDER CHARGES, LOANS AND
ADMINISTRATION FEES TRANSACTION FEES PARTIAL WITHDRAWALS
- ----------- ----------------------------------------- ---------------------------- -----------------------------------
<S> <C> <C> <C>
CHOICE May choose one withdrawal investment Proportionally among Maychoose any withdrawal
division, including guaranteed interest variable divisions and investment division or combination
division when this option is available guaranteed interest division of investment divisions, subject to
requirements
- ----------- ----------------------------------------- ---------------------------- -----------------------------------
DEFAULT Proportionally among variable divisions Proportionally among Proportionally among variable
and guaranteed interest division variable divisions and divisions and guaranteed interest
guaranteed interest division division
</TABLE>
POLICY CHARGE
The initial policy charge is $10 per month for the first three years of your
policy. This charge compensates us for such costs as:
o application processing;
o medical examinations ;
o establishment of policy records; and
o insurance underwriting costs.
MONTHLY ADMINISTRATIVE CHARGE
For this policy, we charge a per month administrative charge of $3 plus $0.0125
per $1,000 for the greater of the stated death benefit, or the target death
benefit. The per $1,000 charge is currently limited to $15 per month. The
monthly administrative charge is designed to compensate us for ongoing costs
such as:
o premium billing and collections;
o claim processing;
o policy transactions;
o record keeping;
o reporting and communications with policy owners; and
o other expenses and overhead.
COST OF INSURANCE CHARGE
The cost of insurance charge compensates us for the ongoing costs of providing
insurance coverage under the policy, including the expected cost of paying death
proceeds that are more than your account value at the insured person's death.
We base the cost of insurance charge rates on the insured person's age, gender,
ratings and premium class on the policy for each segment date, or on the date
you add a base coverage segment. The cost of insurance charge is equal to our
current monthly cost of insurance rate times the net amount at risk for each
portion of your death benefit. We calculate the net amount at risk monthly, at
the beginning of each policy month. For the base death benefit, the net amount
at risk is calculated using the difference between the current base death
benefit and your account value. We determine the amount of your account value
after we deduct your policy and rider charges due on that date, other cost of
insurance charges for the base death benefit, adjustable term insurance rider
and waiver of cost of insurance rider.
If your base death benefit at the beginning of a month increases (due to
requirements of the federal income tax law definition of life insurance), the
net amount at risk for your base death benefit for that month also increases.
Similarly, the net amount at risk for your adjustable term insurance rider
decreases. This means that the amount of your cost of insurance charge varies
from month to month with changes in your net amount at risk, changes in the
death benefit and with the increasing age of the insured person. We allocate the
net amount at risk to any segments in the same proportion that each segment has
to the total stated death benefit for all coverage segments as of the monthly
processing date.
We apply unisex rates where appropriate under the law. This currently includes
the State of Montana and policies purchased by employers and employee
organizations in connection with employment-related insurance or benefit
programs.
Separate cost of insurance rates apply to:
o each segment of the base death benefit; and
o your adjustable term insurance rider.
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<PAGE>
These rates are never more than the guaranteed maximum rates shown in your
policy; however, they may change from time to time. Rates are greater for
policies with a stated death benefit (or target death benefit, if any) that is
less than $100,000 on the policy date. The guaranteed maximum rates are based on
the 1980 Commissioner's Standard Ordinary Sex and Smoker Distinct Mortality
Table.
The maximum rates for the initial and any new segment will be printed in the
schedule which we will provide to you.
GUARANTEED ISSUE
We may offer policies on a guaranteed issue basis for certain group or sponsored
arrangements. When this happens, we issue these policies up to a preset face
amount with reduced evidence of insurability requirements. Guaranteed issue
policies may carry a different mortality risk to us compared with policies that
are fully underwritten. So, we may charge different cost of insurance rates for
guaranteed issue policies. The cost of insurance rates under these circumstances
may depend on the:
o issue age of the insured people;
o risk class of the insured people;
o size of the group; and
o total premium the group pays.
Generally, most guaranteed issued policies have higher overall charges for
insurance than a similar underwritten policy issued in the standard nonsmoker,
or standard smoker class. This means that the insured person in a group or
sponsored arrangement could get individually underwritten insurance coverage at
a lower overall cost.
CHARGES FOR ADDITIONAL BENEFITS
On each monthly processing date, we deduct the cost of additional benefits under
your riders. SEE ADDITIONAL BENEFITS, PAGE 29.
CHANGES IN MONTHLY CHARGES
Changes we make in the cost of insurance charges, the guaranteed minimum death
benefit charge or charges for additional benefits are for a class of insured
persons. We base the new charge on changes in expectations about:
o investment earnings;
o mortality;
o the time policies remain in effect;
o expenses; and
o taxes.
New monthly charges will never be more than the guaranteed maximum rates shown
in your policy.
GUARANTEED MINIMUM DEATH BENEFIT CHARGE
If you choose the guaranteed minimum death benefit we currently charge $0.005
per $1,000 of stated death benefit each month during the guarantee period. This
charge is guaranteed never to be more than $0.01 per $1,000 of stated death
benefit each month.
POLICY TRANSACTION FEES
We also charge fees for certain transactions you may make under your policy. We
take these fees from the variable and the guaranteed interest divisions in the
same proportion that your account value in each division has to your net account
value immediately after the transaction.
PARTIAL WITHDRAWALS
We charge a service fee of the lesser of $25 or 2% of the amount you request
against your account value for each partial withdrawal you take to cover our
costs. We may also deduct a surrender charge from your account value. SEE
PARTIAL WITHDRAWALS, PAGE 37.
TRANSFERS
There is a $25 fee for each additional transfer over twelve per policy year to
cover our costs. If you include multiple transfers in one transfer request, it
counts as one transfer. There is no transfer fee if you are transferring your
account value into the guaranteed interest division under the right to exchange
feature in your policy. SEE TRANSFERS OF ACCOUNT VALUE, PAGE 33, AND RIGHT TO
EXCHANGE POLICY, PAGE 31.
ILLUSTRATIONS
The first policy illustration you request in a policy year is free. After that,
we may charge a fee of up to $25 for each additional policy illustration you
request.
PREMIUM ALLOCATION CHANGE
You may make five free premium allocation changes per policy year. After the
five free premium allocation changes, we charge you $25 for each
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<PAGE>
additional premium allocation change per policy year.
PERSISTENCY REFUND
Where state law allows us, we pay long-term policy owners a persistency refund.
Each month your policy remains in force after your tenth policy anniversary, we
credit your account value with a refund. This refund equals 0.5% of your account
value on an annual basis. On a monthly basis, this equals 0.04167%.
If applicable, we add the persistency refund to the variable and guaranteed
interest divisions, but not the loan division, in the same proportion that your
account value in each division has to your net account value as of the monthly
processing date. If we pay a persistency refund on the guaranteed interest
division, we will pay it to you only before the maturity date.
Here are two examples of how the persistency refund may affect your account
value each month:
EXAMPLE 1: YOUR POLICY HAS NO LOAN:
o account value = $10,000 (all in the variable divisions)
o monthly persistency refund rate = .0004167
o persistency refund = 10,000 x .0004167 = $4.17
Before After
Persistency Persistency
Refund Refund
----------- -----------
Variable
divisions $10,000.00 $10,004.17
EXAMPLE 2: YOUR POLICY DOES HAVE A LOAN:
o account value = $10,000
o account value in the variable divisions = $5,000
o account value in the loan division = $5,000
o monthly persistency refund rate = .0004167
o persistency refund = 10,000 x .0004167 = $4.17
Before After
Persistency Persistency
Refund Refund
----------- -----------
Variable
divisions $5,000.00 $5,004.17
Loan $5,000.00 $5,000.00
SURRENDER CHARGE
We may deduct a surrender charge from your account value during the first
fourteen years of your policy or coverage segment if you:
o surrender your policy;
o reduce your stated death benefit;
o allow your policy to lapse; or
o take a partial withdrawal which decreases your stated death benefit.
The surrender charge compensates us for issuing and distributing policies. We
deduct surrender charges proportionately based on the account value in each
investment division in which you have amounts invested immediately following the
transaction.
The surrender charge is made up of two parts:
1. an administrative surrender charge, and
2. a sales surrender charge.
If you change your death benefit option, this may decrease your stated death
benefit. Under these circumstances, we do not deduct a surrender charge from
your account value, and we do not reduce future surrender charges.
If you change your death benefit option, this may increase the stated death
benefit. We do not increase your surrender charge in this case. However, all
other increases in your stated death benefit create a new segment which will be
subject to its own fourteen year surrender charge period.
If your surrender charge changes, we send you a new schedule showing the change.
The administrative surrender charge varies by age at policy issue. See the chart
below. Once set, the administrative surrender charge remains level for the first
seven years following the effective date of your policy, and any new segment.
These charges then decrease at the beginning of each following policy
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<PAGE>
year by 12.5% of the amount in effect at the end of the seventh policy year.
This continues until your surrender charge reaches zero at the beginning of your
fifteenth policy year, or the year when the insured person reaches age 98,
whichever happens first.
ADMINISTRATIVE SURRENDER CHARGE
The administrative surrender charge is a dollar amount for each $1,000 of the
stated death benefit. We base this amount on the insured person's age on your
policy date, or on the date you add a new stated death benefit coverage segment
to your policy.
ADMINISTRATIVE SURRENDER CHARGE
Insured's Administrative Surrender Charge Per
Age $1,000 of Stated Death Benefit
--- ------------------------------
0 - 39 $2.50
40 - 49 $3.50
50 - 59 $4.50
60 - 69 $5.50
70 and above $6.50
For example, if the stated death benefit is $100,000 and the insured person is
age 40 on your policy date, your administrative surrender charge is $350.
During the first fourteen years of your policy your administrative surrender
charge may decrease. This happens if you request a decrease in your stated death
benefit, or you take a partial withdrawal which causes your stated death benefit
to decrease. Your administrative surrender charge decreases in the same
proportion that your stated death benefit decreases. Under these circumstances
we then deduct from your account value the amount by which your administrative
surrender charge decreased.
We designed your administrative surrender charge to cover part of our
administrative expenses for your policy, such as:
o application processing;
o establishing your policy records;
o insurance underwriting; and
o costs associated with developing and operating our systems to
administer the policies.
SALES SURRENDER CHARGE
We calculate the sales surrender charge for each segment by applying the
premiums you paid to each segment in the same proportion that the guideline
annual premium for each segment (as defined by the federal income tax laws) has
to the sum of the guideline annual premiums for all segments.
The sales surrender charge is:
1. 25% of the premiums you paid up to your target premium for each segment
without any substandard ratings (this is known as the base standard
target premium); plus
2. 5% of the premiums you paid in the first seven policy years following
the effective date of a segment in excess of the base standard target
premium for that segment.
Your sales surrender charge is never greater than 50% of your base standard
target premium. We do not determine target premiums on your scheduled premium.
We determine target premiums actuarially, based on the age and gender of the
insured person. Your policy schedule shows the initial target premium for your
policy and the target premium for any added segments. The schedule also shows
the maximum sales surrender charge for your stated death benefit.
If your stated death benefit decreases, we reduce your target premium for each
segment in the same proportion that we reduce your stated death benefit. We do
not do this if the reduction is a result of a death benefit option change. In
that case, we will send a new schedule page to you. You should attach this new
page to your policy. In some instances, we may ask you to send your policy to us
so that we can make this change for you.
If your new target premium for each segment is greater than or equal to the
premiums you paid for that segment, then we reduce your future maximum sales
surrender charge, we do not deduct a sales surrender charge from your account
value.
If your new target premium for each segment is less than the sum of the premiums
you paid for that segment, we reduce the future maximum sales surrender charge
and we deduct a sales surrender charge from your account value equal to the
difference between your sales surrender charge before the decrease, and your
sales surrender charge after the decrease. We recalculate your new sales
surrender charge as if your new target premium was always in effect for that
segment.
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<PAGE>
We reduce your future maximum sales surrender charge in the same proportion that
we reduce your stated death benefit if:
1. you make a decrease to your stated death benefit more than seven years
after your policy date; or
2. you make a partial withdrawal from your policy which reduces the stated
death benefit, and you make your request more than seven years after
the date you added the additional segment.
CALCULATION OF SURRENDER CHARGE EXAMPLES
EXAMPLE 1: Assume the stated death benefit on your policy is $100,000 and the
insured person is age 45 when we issued your policy. The target
premium on your policy is $1,500. The actual surrender charge,
assuming that you pay a $1,000 premium each policy year, is:
Administrative Sales Actual
Policy Year Surrender Charge Surrender Charge Surrender Charge
- ----------- ---------------- ---------------- ----------------
1 $350.00 $250.00 $600.00
2 350.00 400.00 750.00
3 350.00 450.00 800.00
4 350.00 500.00 850.00
5 350.00 550.00 900.00
6 350.00 600.00 950.00
7 350.00 650.00 1000.00
8 306.25 568.75 875.00
9 262.50 487.50 750.00
10 218.75 406.25 625.00
11 175.00 325.00 500.00
12 131.25 243.75 375.00
13 87.50 162.50 250.00
14 43.75 81.25 125.00
15 0.00 0.00 0.00
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<PAGE>
EXAMPLE 2: If you reduce your stated death benefit on your third policy
anniversary to $90,000, we reduce your target premium
proportionately, and it now equals $1,350 (90% of $1,500). There is a
sales surrender charge of $30 when you reduce your stated death
benefit. This is the difference between your sales surrender charge
immediately before the decrease, and your sales surrender charge
calculated assuming your new target premium was always in effect for
your policy. There is an administrative surrender charge of $35 .
This is the difference between your original administrative surrender
charge and 90% of your initial administrative surrender charge. Using
the figures in the example here, this calculation is: $350 - $315. We
deduct both the sales surrender charge and the administrative
surrender charge from the account value. The resulting actual
surrender charge for each policy year is:
Administrative Sales Actual
Policy Year Surrender Charge Surrender Charge Surrender Charge
----------- ---------------- ---------------- ----------------
1 $350.00 $250.00 $600.00
2 350.00 400.00 750.00
3 350.00 450.00 800.00
4 315.00 470.00 785.00
5 315.00 520.00 835.00
6 315.00 570.00 885.00
7 315.00 620.00 935.00
8 275.63 542.50 818.13
9 236.25 465.00 701.25
10 196.88 387.50 584.38
11 157.50 310.00 467.50
12 118.13 232.50 350.63
13 78.75 155.00 233.75
14 39.38 77.50 116.88
15 0.00 0.00 0.00
FEES AND EXPENSES OF THE INVESTMENT PORTFOLIOS
The variable account purchases shares of the investment portfolios at net asset
value. This price reflects investment management fees and other direct expenses
that are deducted from the portfolio assets. The following table describes these
investment management fees and other direct expenses of the investment
portfolios. The fees and expenses are shown in both gross amounts and net
amounts shown after any expenses or fees have been voluntarily absorbed by the
investment portfolio advisers.
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<PAGE>
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS) /1/
Fees and
Investment Total Expenses Total Net
Management Other Portfolio Waived or Portfolio
Portfolio Fees Expenses Expenses Reimbursed Expenses
AIM VARIABLE INSURANCE FUNDS, INC.
<S> <C> <C> <C> <C> <C>
AIM V.I. Capital Appreciation Fund 0.62% 0.05% 0.67% NA 0.67%
AIM V.I. Government Securities Fund 0.50% 0.26% 0.76% NA 0.76%
THE ALGER AMERICAN FUND
Alger American Growth Portfolio 0.75% 0.04% 0.79% NA 0.79%
Alger American Leveraged AllCap Portfolio 0.85% 0.11%/2/ 0.96% NA 0.96%
Alger American MidCap Growth Portfolio 0.80% 0.04% 0.84% NA 0.84%
Alger American Small Capitalization Portfolio 0.85% 0.04% 0.89% NA 0.89%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Growth Portfolio 0.59% 0.09% 0.68% NA 0.68%/4/
VIP Money Market Portfolio 0.20% 0.10% 0.30% NA 0.30%
VIP Overseas Portfolio 0.74% 0.17% 0.91% NA 0.91%/4/
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager Portfolio 0.54% 0.10% 0.64% NA 0.64%/4/
VIP II Index 500 Portfolio 0.24% 0.11% 0.35% 0.07% 0.28%/5/
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund (formerly VIF-Industrial Income Portfolio) 0.75% 0.42% 1.17%/3/ 0.24%/6/ 0.93%
INVESCO VIF-High Yield Fund 0.60% 0.47% 1.07% NA 1.07%
INVESCO VIF-Small Company Growth Fund 0.75% 11.92% 12.67%/3/ 10.80%/7/ 1.87%
INVESCO VIF-Total Return Fund 0.75% 0.49% 1.24%/3/ 0.07%/8/ 1.17%
INVESCO VIF-Utilities Fund 0.60% 1.24% 1.84%/3/ 0.76%/9/ 1.08%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Growth Portfolio 0.83% 0.09% 0.92% NA 0.92%
Limited Maturity Bond Portfolio 0.65% 0.11% 0.76% NA 0.76%
Partners Portfolio 0.78% 0.06% 0.84% NA 0.84%
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund 1.00% 0.15% 1.15% NA 1.15%
Worldwide Emerging Markets Fund 1.00% 0.61% 1.61%/3/ 0.11%/10/ 1.50%
Worldwide Hard Assets Fund 1.00% 0.20% 1.20%/3/ NA/11/ 1.20%
Worldwide Real Estate Fund 1.00% 4.32% 5.32%/3/ 4.43%/12/ 0.89%
</TABLE>
/1/ The preceding portfolio expense information was provided to us by the
portfolios, and we have not independently verified such information. These
portfolio expenses are not direct charges against division assets or reduction
from contract values; rather these portfolio expenses are taken into
consideration in computing each underlying portfolio's net asset value, which is
the share price used to calculate the unit values of the divisions. For a more
complete description of the portfolios' costs and expenses, see the prospectuses
for the portfolios.
/2/ Included in other expenses of the Alger American Leveraged AllCap Portfolio
is 0.03% of interest expense.
/3/ Certain expenses of the Fund are being voluntarily absorbed by the Funds.
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<PAGE>
/4/ A Portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds have entered into arrangements
with their custodian whereby credits realized, as a result of uninvested cash
balances were used to reduce custodian expenses. Including these reductions, the
total portfolio expenses presented in the table would have been 0.66% for Growth
Portfolio, 0.89% for Overseas portfolio and 0.63% for Asset Manager Portfolio.
/5/ FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
the period. Without this reimbursement, the funds' total portfolio expenses
would have been 0.35%.
/6/ Certain expenses of the VIF-Equity Income Fund (formerly VIF-Industrial
Income Fund) are being absorbed voluntarily by INVESCO Funds Group, Inc.
pursuant to a commitment to the Fund. After absorption, the VIF-Equity Income
Fund's "Other Expenses" and "Total Portfolio Expenses" were 0.18% and 0.93%
respectively. This commitment can be changed at any time following consultation
with the board of directors.
/7/ Certain expenses of the VIF-Small Company Growth Fund are being absorbed
voluntarily by INVESCO Funds Group, Inc. pursuant to a commitment to the Fund.
After absorption, the VIF-Small Company Growth Fund's "Other Expenses" and
"Total Portfolio Expenses" were 1.12% and 1.87% respectively. This commitment
can be changed at any time following consultation with the board of directors.
/8/ Certain expenses of the VIF-Total Return Fund are being absorbed voluntarily
by INVESCO Funds Group, Inc. pursuant to a commitment to the Fund. After
absorption, the VIF-Total Return Fund's "Other Expenses" and "Total Portfolio
Expenses" were 0.42% and 1.17% respectively. This commitment can be changed at
any time following consultation with the board of directors.
/9/ Certain expenses of the VIF-Utilities Fund are being absorbed voluntarily by
INVESCO Funds Group, Inc. pursuant to a commitment to the Fund. After
absorption, the VIF-Utilities Fund's "Other Expenses" and "Total Portfolio
Expenses" were 0.48% and 1.08% respectively. This commitment can be changed at
any time following consultation with the board of directors.
/10/ Van Eck Associates Corporation (the "Advisor") assumed expenses exceeding
1.50% of the Fund's average daily net assets. Due to this arrangement, the
actual expenses incurred were "Total Portfolio Expenses" of 1.50%.
/11/ The Fund's "Other Expenses" were reduced by a fee arrangement based on cash
balances left on deposit with the custodian and a directed brokerage arrangement
where the Fund directs certain portfolio trades to a broker that, in turn, pays
a portion of the Fund's expenses. Due to this arrangement the actual expenses
incurred were "Other Expenses" of 0.16% and "Total Portfolio Expenses" of 1.16%.
/12/ Van Eck Associates Corporation (the "Advisor") waived its management fees
and assumed certain expenses for the period January 1, 1998 to February 28,
1998. The Advisor also assumed expenses exceeding 1.00% of the Fund's average
daily net assets for the period March 1,1998 to December 31, 1998. The Fund's
expenses were also reduced by a fee arrangement based on cash balances left on
deposit with the custodian and a directed brokerage arrangement where the fund
directs certain portfolio trades to a broker that, in turn, pays a portion of
the Fund's expenses. Due to this arrangement the actual expenses incurred were
"Investment Management Fees" of 0.00%, "Other Expenses" of 0.89% and "Total
Portfolio Expenses" of 0.89%.
/13/ Neuberger Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust. The
figures reported under "Investment Management and Administration Fees" include
the aggregate of the administration fees paid by the Portfolio and the
management fees paid by its corresponding Series. Similarly, the "Other
Expenses" includes all other expenses of the Portfolio and its corresponding
Series. See "Expenses" in the Trust's Prospectus. Expenses may reflect expense
reimbursement. NBMI has undertaken to reimburse certain operating expenses,
including compensation of NBMI and excluding taxes, interest, extraordinary
expense, brokerage commissions and transaction costs, that exceed, in the
aggregate, 1% of the Portfolios' average daily net asset value. These expense
reimbursement policies are subject to termination upon 60 days written notice to
the Portfolios.
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<PAGE>
GROUP OR SPONSORED ARRANGEMENTS OR CORPORATE PURCHASERS
Individuals, corporations or other institutions may purchase this policy. For
group or sponsored arrangements (including employees of Security Life of Denver,
its affiliates and appointed sales agents), corporate purchasers, or special
exchange programs which we may offer from time to time, we may reduce or waive
the:
o surrender charge, including the surrender charge on partial
withdrawals;
o length of time a surrender charge applies;
o administrative charge;
o minimum stated death benefit;
o minimum target death benefit;
o minimum annual premium;
o target premium;
o sales charges;
o cost of insurance charges; or
o other charges normally assessed.
We can reduce or waive these items due to expected economies under a group or
sponsored arrangement or with a corporate purchaser. Group arrangements include
those in which there is a trustee, an employer or an association. The group
either purchases policies covering a group of individuals on a group basis or
endorses a policy to a group of individuals. Sponsored arrangements include
those in which an employer or association allows us to offer policies to its
employees or members on an individual basis.
Our sales, administration and mortality costs generally vary with the size and
stability of the group, among other factors. We take all these factors into
account when we reduce charges. A group or sponsored arrangement must meet
certain requirements to qualify for reduced charges. We make reductions to
charges based on our rules in effect when we approve a policy application form.
We may change these rules from time to time.
Sponsored arrangements or corporations may have different group premium payments
and premium requirements.
We will not be unfairly discriminatory in any variation in the surrender charge,
administrative charge, or other charges, fees and privileges. These variations
are based on differences in costs or services.
OTHER CHARGES
Under current law, we pay no tax on investment income and capital gains included
in variable life insurance policy reserves. This means that no charge is
currently made to any variable division for our federal income taxes. If the tax
law changes and we have federal income tax chargeable to the variable divisions,
we may make such a charge in the future.
In most states, we must pay state and local taxes. If these taxes increase, we
may charge for such taxes.
TAX CONSIDERATIONS
The following summary provides a general description of the federal income tax
considerations associated with the policy and does not purport to be complete or
to cover all tax situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisers should be consulted for more complete
information. This discussion is based upon our understanding of the present
federal income tax laws. No representation is made as to the likelihood of
continuation of the present federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service.
TAX STATUS OF THE POLICY
This policy is designed to qualify as a life insurance contract under the
Internal Revenue Code. All terms and provisions of the policy shall be construed
in a manner which is consistent with that design. In order to qualify as a life
insurance contract for federal income tax purposes and to receive the tax
treatment normally accorded life insurance contracts under federal tax law, a
policy must satisfy certain requirements which are set forth in Internal Revenue
Code Section 7702. However, there is very little guidance, with respect to
policies issued on a substandard basis. Nevertheless, we believe it is
reasonable to conclude that our policies satisfy the applicable requirements. If
it is subsequently determined that a policy does not satisfy the applicable
requirements, we will take appropriate and reasonable steps to bring the policy
into compliance with such requirements and we reserve the right to restrict
policy transactions or modify your policy in order to do so.
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<PAGE>
Section 7702 provides that if one of two alternate tests is met, a policy will
be treated as a life insurance policy for federal income tax purposes. These
tests are referred to as the "cash value accumulation test" and the "guideline
premium/cash value corridor test."
Under the cash value accumulation test, there is no limit to the amount that may
be paid in premiums as long as there is enough death benefit in relation to
account value at all times. The death benefit at all times must be at least
equal to an actuarially determined factor, depending on the insured person's
age, sex, and premium class at any point in time, multiplied by the account
value. SEE APPENDIX A, PAGE 171, FOR A TABLE OF THE CASH VALUE ACCUMULATION TEST
FACTORS.
The guideline premium/cash value corridor test provides for a maximum premium in
relation to the death benefit, and a minimum "corridor" of death benefit in
relation to account value. In most situations, the death benefit that results
from the guideline premium/cash value corridor test will ultimately be less than
the amount of death benefit required under the cash value accumulation test. SEE
APPENDIX B, PAGE 179, FOR A TABLE OF THE GUIDELINE PREMIUM/CASH VALUE CORRIDOR
TEST FACTORS.
This policy allows the owner to choose, at the time of application, which of
these tests we will apply to the policy. A choice of tests is irrevocable.
Regardless of which test is chosen, we will at all times assure that the policy
meets the statutory definition which qualifies the policy as life insurance for
federal income tax purposes. In addition, as long as the policy remains in
force, increases in account value as a result of interest or investment
experience will not be subject to federal income tax unless and until there is a
distribution from the policy, such as a partial withdrawal or loan. SEE TAX
TREATMENT OF POLICY DEATH BENEFITS, PAGE 58.
DIVERSIFICATION REQUIREMENTS
In addition to meeting the Code Section 7702 tests, Code Section 817(h) requires
separate account investments, such as our variable account, to be adequately
diversified. The Treasury has issued regulations which set the standards for
measuring the adequacy of any diversification. To be adequately diversified,
each variable division must meet certain tests. If your variable life policy is
not adequately diversified under these regulations, it is not treated as life
insurance under Code Section 7702. You would then be subject to federal income
tax on your policy income as you earn it. Our variable divisions' investment
portfolios have promised they will meet the diversification standards that apply
to your policy.
In certain circumstances, you, as owner of a variable life insurance contract,
may be considered the owner for federal income tax purposes of the separate
account assets used to support your contract. Any income and gains from the
separate account assets are includable in the gross income from your policy
under these circumstances. The IRS has stated in published rulings that a
variable contract owner is considered the owner of separate account assets if
the contract owner has "indicia of ownership" in those assets. "Indicia of
ownership" includes the ability to exercise investment control over the assets.
Your ownership rights under your policy are similar to, but different in some
ways from those described by the IRS in rulings in which it determined that
policy owners are not owners of separate account assets. For example, you have
flexibility in allocating your premium payments and in your policy values. These
differences could result in the IRS treating you as the owner of a pro rata
share of the variable account assets. We do not know what standards will be set
forth in the future, if any, in Treasury regulations or rulings. We reserve the
right to modify your policy, as necessary, to try to prevent you from being
considered the owner of a pro rata share of the variable account assets, or to
otherwise qualify your policy for favorable tax treatment.
The following discussion assumes that the policy will qualify as a life
insurance contract for federal income tax purposes.
TAX TREATMENT OF POLICY DEATH BENEFITS
We believe that the death benefit under a policy is generally excludable from
the gross income of the beneficiary(ies) under section 101(a)(1) of the Code.
However, there are exceptions to this general rule. Additionally, federal and
local transfer, estate inheritance, and other tax consequences of ownership or
receipt of policy proceeds depend on the circumstances of each policy owner or
beneficiary(ies). A tax adviser should be consulted about these consequences.
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<PAGE>
Generally, the policy owner will not be taxed on any of the policy cash value
until there is a distribution. When distributions from a policy occur, or when
loans are taken from or secured by a policy, the tax consequences depend on
whether or not the policy is a "modified endowment contract."
Special rules also apply if you are subject to the alternative minimum tax. You
should consult a tax adviser if you are subject to the alternative minimum tax.
MODIFIED ENDOWMENT CONTRACTS
Under the Internal Revenue Code, certain life insurance contracts are classified
as "modified endowment contracts," and are given less favorable tax treatment
than other life insurance contracts. Due to the flexibility of the policies as
to premiums and benefits, the individual circumstances of each policy will
determine whether or not it is classified as a modified endowment contract. The
rules are too complex to be summarized here, but generally depend on the amount
of premiums paid during the first seven policy years. Certain changes in a
policy after it is issued could also cause it to be classified as a modified
endowment contract. A current or prospective policy owner should consult with a
competent adviser to determine whether or not a policy transaction will cause
the policy to be classified as a modified endowment contract.
MULTIPLE POLICIES
All modified endowment contracts that are issued by us (or our affiliates) to
the same policy owner during any calendar year are treated as one modified
endowment contract for purposes of determining the amount includable in the
policy owner's income when a taxable distribution occurs.
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS
Once a policy is classified as a modified endowment contract, the following tax
rules apply both prospectively and to any distributions made in the prior two
years:
1. All distributions other than death benefits, including distributions
upon surrender and withdrawals, from a modified endowment contact will
be treated first as distributions of gain taxable as ordinary income
and as tax-free recovery of the policy owner's investment in the policy
only after all gain has been distributed.
2. Loans taken from or secured by a policy classified as a modified
endowment contract are treated as distributions and taxed first as
distributions of gain taxable as ordinary income and as tax-free
recovery of the policy owner's investment in the policy only after all
gain has been distributed.
3. A 10% additional income tax penalty may be imposed on the distribution
amount subject to income tax. Consult a tax adviser to determine
whether or not you may be subject to this penalty tax.
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS
Distributions other than death benefits from a policy that is not classified as
a modified endowment contract are generally treated first as a recovery of the
policy owner's investment in the policy. Only after the recovery of all
investment in the policy, is there taxable income. However, certain
distributions which must be made in order to enable the policy to continue to
qualify as a life insurance contract for federal income tax purposes, if policy
benefits are reduced during the first fifteen policy years, may be treated in
whole or in part as ordinary income subject to tax.
Loans from or secured by a policy that is not a modified endowment contract are
generally not treated as distributions. Finally, neither distributions from, nor
loans from or secured by, a policy that is not a modified endowment contract are
subject to the 10% additional income tax.
INVESTMENT IN THE POLICY
Your investment in the policy is generally the total of your aggregate premiums.
When a distribution is taken from the policy other than a policy loan, your
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<PAGE>
investment in the policy is reduced by the amount of the distribution that is
tax free.
POLICY LOANS
In general, interest on a policy loan will not be deductible. Before taking out
a policy loan, you should consult a tax adviser as to the tax consequences.
SECTION 1035 EXCHANGES
Code Section 1035 generally provides that no gain or loss shall be recognized on
the exchange of one life insurance policy for another life insurance policy, or
for an endowment or annuity contract. We accept 1035 exchanges with outstanding
loans. Special rules and procedures apply to Section 1035 exchanges. If you wish
to take advantage of Section 1035, you should consult your tax adviser.
TAX-EXEMPT POLICY OWNERS
Special rules may apply to a policy that is owned by a tax-exempt entity.
Tax-exempt entities should consult their tax adviser regarding the consequences
of purchasing and owning a policy. These consequences could include an effect on
the tax-exempt status of the entity and the possibility of the unrelated
business income tax.
POSSIBLE TAX LAW CHANGES
Although the likelihood of legislative action is uncertain, there is always the
possibility that the tax treatment of the policy could be changed by legislation
or otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.
CHANGES TO COMPLY WITH THE LAW
So that your policy continues to qualify as life insurance under the Code, we
reserve the right to refuse to accept all or part of your premium payments, or
to change your death benefit. We may refuse to allow you to make partial
withdrawals that would cause your policy to fail to qualify as life insurance.
We also may:
o make changes to your policy or its riders; or
o take distributions from your policy to the degree that we deem
necessary to qualify your policy as life insurance for tax purposes.
If we make any change of this type, it applies the same way to all affected
policies. We will give you advance notice of this change.
The tax law limits the amount we can charge for mortality costs and other
expenses used to calculate whether your policy qualifies as life insurance for
federal income tax purposes. We must base these calculations on reasonable
mortality charges and other charges reasonably expected to be paid. The Treasury
issued proposed regulations on what it considers reasonable mortality charges.
We believe that the charges used for your policy should meet the Treasury's
current requirement for "reasonableness." We reserve the right to make changes
to the mortality charges if future regulations have standards which make changes
necessary in order to continue to qualify your policy as life insurance for
federal income tax purposes.
Additionally, assuming that you do not want your policy to be or to become a
modified endowment contract, we include a policy endorsement under which we have
the right to amend your policy, including riders. We do this to attempt to
enable your policy to continue to meet the seven-pay test for federal income tax
purposes. If the policy premium you pay is more than the seven-pay limit, we
have the right to remove any excess premium or to make any appropriate
adjustments to your policy's account value and death benefit. It is not clear,
however, whether we can take effective action pursuant to this endorsement under
all possible circumstances to prevent a policy that has exceeded the premium
limitation from being classified as a modified endowment contract.
Any increase in your death benefit will cause an increase in your cost of
insurance charges.
OTHER
Policy owners may use our policies in various arrangements, including:
o qualified plans;
o non-qualified deferred compensation or salary continuance plans;
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<PAGE>
o split dollar insurance plans;
o executive bonus plans;
o retiree medical benefit plans; and
o other plans.
The tax consequences of these plans may vary depending on the particular facts
and circumstances of each arrangement. If you want to use any of your policies
in this type of arrangement, you should consult a qualified tax adviser
regarding the tax issues of your particular arrangement.
In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.
The IRS requires us to withhold income taxes from any portion of the amounts
individuals receive in a taxable transaction. We do not withhold income taxes if
you elect in writing not to have withholding apply. If the amount withheld for
you is insufficient to cover income taxes, you may have to pay income taxes and
possibly penalties later. The transfer of the policy or designation of a
beneficiary may have federal, state, and/or local transfer and inheritance tax
consequences, including the imposition of gift, estate, and generation-skipping
transfer taxes. For example, the transfer of the policy to, or the designation
as a beneficiary of, or the payment of proceeds to, a person who is assigned to
a generation which is two or more generations below the generation assignment of
the policy owner may have generation skipping transfer tax consequences under
federal tax law. The individual situation of each policy owner or beneficiary
will determine the extent, if any, to which federal, state, and local transfer
and inheritance taxes may be imposed and how ownership or receipt of policy
proceeds will be treated for purposes of federal, state and local estate,
inheritance, generation skipping and other taxes.
YOU SHOULD CONSULT QUALIFIED LEGAL OR TAX ADVISERS FOR COMPLETE INFORMATION ON
FEDERAL, STATE, LOCAL, AND OTHER TAX CONSIDERATIONS.
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<PAGE>
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES, AND
ACCUMULATED PREMIUMS
The following tables are intended to show how the policy works. This includes
how benefits and values can vary over a long period of time. Each table also
compares these values with total premiums paid with interest. The policies
illustrated include:
<TABLE>
<CAPTION>
Definition
Death of Life Stated Target
Smoker Benefit Insurance Death Death
Gender Age Status Option Test Benefit Premium Benefit
- ------ --- ------ ------ ---- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Male 45 Non-smoker 1 CVAT 50,000 $9,745 500,000
</TABLE>
The tables show how death benefits, account values, and cash surrender values of
a hypothetical policy could vary over an extended period of time, assuming the
variable divisions had constant hypothetical gross annual investment returns of
0%, 12%, or 6% over the periods indicated in each table. Values would differ
from those shown in the tables if the annual investment returns were not
constant. The amounts shown would differ if we had used female or unisex rates.
These illustrations assume there are no policy loans.
We illustrate premium payments as if they were made at the beginning of the
year. The third column of each table shows what would happen if an amount equal
to the assumed premiums earned interest, after taxes, of 5% compounded annually.
The difference between the account value and the cash surrender value in the
first fourteen years of the policy show the effect of the surrender charge.
The net investment return on your policy is lower than the gross investment
return on the variable divisions. This is due to the mortality and expense risk
charge, and the portfolio charge for management fees and portfolio expenses. We
show the effect of the net investment return in the in the amounts for death
benefits, account values and cash surrender values.
The tables reflect annual investment management fees of 0.6643% of the
portfolios' aggregate average daily net assets. This hypothetical rate is a
simple average of the investment advisory fees applying to the investment
portfolios for the year ending December 31, 1998. We assume other portfolio
expenses at the rate of 0.2531% of the portfolios' average daily net assets.
This is an average of all the portfolios' other expenses for the year ending
December 31, 1998 after any absorption by investment portfolio managers has been
made. The average of all portfolios' total expenses is 0.9174%.
Actual fees vary by portfolio. The portfolio fees and expenses used in the
illustrations are the net amounts shown after absorption of fees and expenses by
the portfolio's investment manager. Absent such reimbursement, the fees and
expenses used in the illustrations would be higher. The tables assume that the
current expense reimbursement arrangements will continue. However, they may not
continue.
The effect of these portfolio charges and expenses, and mortality and expense
risk charges results in a net rate of return of:
o (1.66)% on a 0% gross rate of return;
o 4.30% on a 6% gross rate of return; and
o 10.25 on a 12% gross rate of return.
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<PAGE>
The tables assume that charges have been deducted including deductions for
premiums, cost of insurance rider charges, monthly deductions and administrative
and sales charges. The tables show charges at our current rates which includes a
persistency refund. The tables also show charges at the maximum rates we
guarantee in our policies. SEE MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE
48.
The tables reflect that we do not currently charge against the variable account
for state or federal taxes. If we charge for the taxes in the future, it will
take a higher gross rate of return than the rates shown to produce the same
death benefits, account values, and cash surrender values.
If we are asked to do so, we will give you a comparable personal illustration
based on:
o the insured person's age and gender;
o standard premium class assumptions;
o initial stated death benefit;
o the chosen death benefit option;
o scheduled premiums consistent with your policy form; and
o special features elected on your policy.
At issue, we deliver an individualized illustration showing the scheduled
premium you chose and the insured person's actual risk class. After we issue the
policy, if you ask us to, we will give you an illustration of future policy
benefits. We base these hypothetical future benefits on both guaranteed and
current cost factor assumptions and actual account value.
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<PAGE>
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER PRESENTED BY:
SECURITY LIFE
FIRSTLINE VARIABLE UNIVERSAL LIFE
GROUP SPONSORED
STATED DEATH BENEFIT: $50000 DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER: $450000 ANNUAL PREMIUM: $9745.00
CASH VALUE ACCUMULATION TEST
SUMMARY PAGE
ASSUMING GUARANTEED CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
----------0.00%--------- ---------12.00%------------- ------------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 9745 10232 7138 6588 500000 8109 7559 500000 7623 7073 500000
2 9745 20976 14050 13500 500000 16941 16391 500000 15466 14916 500000
3 9745 32257 20736 20186 500000 26569 26019 500000 23534 22984 500000
4 9745 44102 27310 26760 500000 37200 36650 500000 31956 31406 500000
5 9745 56540 33641 33091 500000 48803 48253 500000 40612 40062 500000
6 9745 69599 39726 39176 500000 61482 60932 500000 49510 48960 500000
7 9745 83311 45543 44993 500000 75331 74781 500000 58638 58088 500000
8 9745 97709 51067 50586 500000 90459 89978 500000 67983 67502 500000
9 9745 112827 56282 55869 500000 106997 106585 500000 77539 77127 500000
10 9745 128700 61157 60813 500000 125083 124739 500000 87291 86948 500000
15 9745 220797 81590 81590 500000 251684 251684 512932 142182 142182 500000
20 9745 338339 89486 89486 500000 452070 452070 805137 203858 203858 500000
25 0 431816 27973 27973 500000 692912 692912 1094109 215070 215070 500000
30 0 551119 -- -- 500000 1042142 1042142 1481926 201318 201318 500000
AGE 65 0 355256 79618 79618 500000 493036 493036 855911 207174 207174 500000
</TABLE>
THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
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<PAGE>
PROSPECT: INSURED'S NAME:
MALE 45 NON-SMOKER PRESENTED BY:
SECURITY LIFE
FIRSTLINE VARIABLE UNIVERSAL LIFE
GROUP SPONSORED
STATED DEATH BENEFIT: $50000 DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER: $450000 ANNUAL PREMIUM: $9745.00
CASH VALUE ACCUMULATION TEST
SUMMARY PAGE
ASSUMING CURRENT CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
----------0.00%--------- ---------12.00%-------------------------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 9745 10232 8417 7867 500000 9470 8920 500000 8943 8393 500000
2 9745 20976 16546 15996 500000 19744 19194 500000 18113 17563 500000
3 9745 32257 24357 23807 500000 30863 30313 500000 27482 26932 500000
4 9745 44102 32019 31469 500000 43089 42539 500000 37228 36678 500000
5 9745 56540 39435 38885 500000 56422 55872 500000 47261 46711 500000
6 9745 69599 46688 46138 500000 71058 70508 500000 57675 57125 500000
7 9745 83311 53726 53176 500000 87080 86530 500000 68433 67883 500000
8 9745 97709 60570 60089 500000 104648 104167 500000 79569 79088 500000
9 9745 112827 67217 66804 500000 123926 123514 500000 91097 90684 500000
10 9745 128700 73645 73301 500000 145084 144741 500000 103017 102673 500000
15 9745 220797 104228 104228 500000 294016 294016 599205 172927 172927 500000
20 9745 338339 127417 127417 500000 535369 535369 953492 258678 258678 500000
25 0 431816 92891 92891 500000 853895 853895 1348301 309826 309826 500000
30 0 551119 34281 34281 500000 1344234 1344234 1911500 368516 368516 524030
AGE 65 0 355256 121687 121687 500000 588296 588296 1021281 268346 268346 500000
</TABLE>
THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE. ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED. CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine 65
<PAGE>
ADDITIONAL INFORMATION
DIRECTORS AND OFFICERS
Set forth below is information regarding the directors and principal officers of
Security Life of Denver Insurance Company. Security Life's address, and the
business address of each person named, except as noted with one or two asterisks
(*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The
business address of each person denoted with one asterisk (*) is ING North
America Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia
30327-4390. The business address of each person denoted with two asterisks (**)
is Security Life of Denver Insurance Company, 9140 Arrowpoint Blvd., Suite 400,
Charlotte, North Carolina 28273.
Name and Principal
Business and Address Position and Offices with Security Life of Denver
- -------------------- -------------------------------------------------
Stephen M. Christopher Chairman, President and Chief Executive Officer
Thomas F. Conroy Director, President, Security Life Reinsurance
Michael W. Cunningham* Director, Executive Vice President
Linda B. Emory* Director
James L. Livingston, Jr. Executive Vice President and Chief Operating
Officer
Jeffrey R. Messner Executive Vice President and Chief Marketing
Officer
Jess A. Skriletz President, ING Institutional Markets
John R. Barmeyer* Senior Vice President, Chief Legal Officer
Wayne D. Bidelman Senior Vice President, CCRC
Eugene L. Copeland Senior Vice President and General Counsel, Security
Life Reinsurance and ING Institutional Markets
Arnold A. Dicke Senior Vice President, Chief Actuary, ING
Reinsurance
Carol D. Hard Senior Vice President, Variable Products
Philip R. Kruse Senior Vice President
Charles LeDoyen** Senior Vice President, Structured Settlements
Timothy P. McCarthy Senior Vice President, Marketing Services
- --------------------------------------------------------------------------------
FirstLine 66
<PAGE>
Name and Principal
Business and Address Position and Offices with Security Life of Denver
- -------------------- -------------------------------------------------
Gregory G. McGreevey Senior Vice President, New Products and Market
Development, ING Institutional Markets
Jeffery W. Seel* Senior Vice President, Chief Investment Officer
Lawrence D. Taylor Senior Vice President, Chief Actuary
Louis N. Trapolino Senior Vice President, Distribution
William D. Tyler* Senior Vice President, Chief Information Officer
Katherine Anderson Vice President, Chief Product Actuary
Carole A. Baumbusch Vice President, Special Projects
Evelyn A. Bentz Vice President, M Financial Sales
Thomas Kirby Brown, Jr. Vice President, Operations, ING Institutional
Markets
Douglas W. Campbell Vice President, Agency Sales
Daniel S. Clements Vice President and Chief Underwriter
Stanley F. Eckert Vice President, National Marketing
Shari A. Enger Vice President -- Controller
Larry D. Erb Vice President, Information Technology
Martha K. Evans Vice President, Variable Operations
Fitz Fisher Vice President, Information Technology
Deborah B. Holden* Vice President, Corporate Benefits
Brian Holland Vice President, Sales and International Risk
Management
Kenneth R. Kiefer** Vice President, Operations, Structured Settlements
Richard D. King Vice President, Medical Director
Stephen F. Kraysler Vice President, Structured Reinsurance
- --------------------------------------------------------------------------------
FirstLine 67
<PAGE>
Name and Principal
Business and Address Position and Offices with Security Life of Denver
- -------------------- -------------------------------------------------
C. Lynn McPherson* Vice President
Sue A. Miskie Vice President, Corporate Services
David S. Pendergrass* Vice President and Treasury Officer
Stephen R. Pryde Vice President, Administration
Christiaan M. Rutten Vice President, Structured Reinsurance
Casey J. Scott Vice President, National Marketing
Alan C. Singer Vice President, Customer Relations and Regulatory
Compliance
Mark A. Smith Vice President, Insurance Services
Jerome M. Strop Vice President, Strategic Marketing
Gary W. Waggoner Vice President, General Counsel and Corporate
Secretary
Amy L. Winsor Vice President and Treasurer
William Wojciechowski* Vice President, CCRC
Eric G. Banta Assistant Secretary
Roger O. Beebe Actuarial Officer
Marsha K. Crest Agency Administration Officer
Kim M. Curley Appointed Actuary
John B. Dickinson Actuarial Officer
Relda A. Fleshman Deputy General Counsel
Shirley A. Knarr Actuarial Officer
Glen E. Stark Actuarial Officer
William J. Wagner Actuarial Officer
- --------------------------------------------------------------------------------
FirstLine 68
<PAGE>
REGULATION
We are regulated and supervised by the Division of Insurance of the Department
of Regulatory Agencies of the State of Colorado which periodically examines our
financial condition and operations. In addition, we are subject to the insurance
laws and regulations in every jurisdiction in which we do business. As a result,
the provisions of this policy may vary somewhat from jurisdiction to
jurisdiction.
We are required to submit annual statements, including financial statements, of
our operations and finances to the insurance departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.
We are also subject to various federal securities laws and regulations.
LEGAL MATTERS
The legal matters in connection with the policy described in this prospectus
have been passed on by the General Counsel of Security Life. Sutherland Asbill &
Brennan LLP has provided advice on certain matters relating to the federal
securities laws.
LEGAL PROCEEDINGS
Security Life, as an insurance company, is ordinarily involved in litigation. We
do not believe that any current litigation is material to Security Life's
ability to meet its obligations under the policy or to the variable account, and
we do not expect to incur significant losses from such actions. ING America
Equities, Inc., the principal underwriter and distributor of the policy, is not
engaged in any litigation of any material nature.
EXPERTS
The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries at December 31, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998, and the financial statements
of the Security Life Separate Account L1 at December 31, 1998, and for each of
the three years in the period ended December 31, 1998, appearing in this
prospectus and registration statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.
Actuarial matters in this prospectus have been examined by Lawrence D. Taylor,
F.S.A., M.A.A.A., who is Senior Vice President and Chief Actuary of Security
Life. His opinion on actuarial matters is filed as an exhibit to the
Registration Statement we filed with the SEC.
REGISTRATION STATEMENT
We have filed a Registration Statement relating to the Variable Account and the
variable life insurance policy described in this prospectus with the SEC. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. The additional information may be obtained
from the SEC's principal office in Washington, DC. There is a charge for this
material.
- --------------------------------------------------------------------------------
FirstLine 69
<PAGE>
FINANCIAL STATEMENTS
The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries ("Security Life and Subsidiaries") at December 31, 1998
and 1997, and for each of the three years in the period ended December 31, 1998,
are prepared in accordance with generally accepted accounting principles and
start on page 71.
The financial statements included for the Security Life Separate Account L1 at
December 31, 1998 and for each of the three years in the period ended December
31, 1998, are prepared in accordance with generally accepted accounting
principles and represent those divisions that had commenced operations by that
date.
The consolidated financial statements of Security Life and Subsidiaries, as well
as the financial statement included for the Security Life Separate Account L1
referred to above have been audited by Ernst & Young LLP. The consolidated
financial statements of Security Life and Subsidiaries should be distinguished
from the financial statements of the Security Life Separate Account L1 and
should be considered only as bearing upon the ability of Security Life and
Subsidiaries to meet its obligations under the policies. They should not be
considered as bearing upon the investment experience of the divisions of
Security Life Separate Account L1.
- --------------------------------------------------------------------------------
FirstLine 70
<PAGE>
Consolidated Financial Statements
Security Life of Denver
Insurance Company
and Subsidiaries
Years ended December 31, 1998, 1997 and 1996
with Report of Independent Auditors
- --------------------------------------------------------------------------------
FirstLine 71
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Financial Statements
Years ended December 31, 1998, 1997 and 1996
CONTENTS
Report of Independent Auditors ...............................................73
Audited Consolidated Financial Statements
Consolidated Balance Sheets ..................................................74
Consolidated Statements of Income ............................................76
Consolidated Statements of Comprehensive Income...............................77
Consolidated Statements of Stockholder's Equity ..............................78
Consolidated Statements of Cash Flows ........................................79
Notes to Consolidated Financial Statements ...................................81
- --------------------------------------------------------------------------------
FirstLine 72
<PAGE>
[Logo of Ernst & Young LLP appears here]
Report of Independent Auditors
Board of Directors and Stockholder
Security Life of Denver Insurance Company
We have audited the accompanying consolidated balance sheets of Security Life of
Denver Insurance Company (a wholly-owned subsidiary of ING America Insurance
Holdings, Inc.) and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, comprehensive income, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Security Life of
Denver Insurance Company and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
Denver, Colorado /s/ Ernst & Young LLP
April 5, 1999
- --------------------------------------------------------------------------------
FirstLine 73
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
--------------------------------
<S> <C> <C>
Assets
Investments (Notes 2 and 3):
Fixed maturities, at fair value (amortized cost:
1998--$3,383,582; 1997--$3,007,012) $ 3,503,530 $3,152,355
Equity securities, at fair value (cost: 1998--$6,761;
1997--$6,754) 8,400 8,019
Mortgage loans on real estate 784,108 576,620
Investment real estate, at cost, less accumulated
depreciation (1998--$706; 1997--$667) 1,740 1,767
Policy loans 925,623 875,405
Other long-term investments 17,671 14,307
Short-term investments 747 55,466
--------------------------------
Total investments 5,241,819 4,683,939
Cash 31,644 22,299
Accrued investment income 52,440 49,726
Reinsurance recoverable:
Paid benefits 11,364 11,170
Unpaid benefits 24,312 14,988
Prepaid reinsurance premiums (Note 8) 3,329,901 2,744,863
Deferred policy acquisition costs (DPAC) 778,126 682,905
Property and equipment, at cost, less accumulated
depreciation (1998--$25,981; 1997--$22,925) 36,141 37,943
Federal income tax recoverable (Note 9) -- 5,722
Indebtedness from related parties 4,339 2,443
Other assets 113,019 87,298
Separate account assets (Note 6) 423,474 263,035
--------------------------------
Total assets $10,046,579 $8,606,331
================================
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 74
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
-----------------------------------------
<S> <C> <C>
Liabilities and stockholder's equity Liabilities:
Future policy benefits:
Life and annuity reserves $ 4,857,141 $4,328,577
Guaranteed investment contracts 3,210,012 2,634,654
Policyholders' funds 81,064 82,291
Advance premiums 272 365
Accrued dividends and dividends on deposit 21,268 21,129
Policy and contract claims 130,100 103,525
----------- ----------
Total future policy benefits 8,299,857 7,170,541
Accounts payable and accrued expenses 108,165 99,335
Indebtedness to related parties 13,755 7,704
Long-term debt to related parties (Note 10) 100,000 75,000
Accrued interest on long-term debt to related
parties (Note 10) 5,387 5,128
Other liabilities 109,593 61,424
Federal income taxes payable (Note 9) 106 --
Deferred federal income taxes (Note 9) 60,062 53,829
Separate account liabilities (Note 6) 423,474 263,035
----------- ----------
Total liabilities 9,120,399 7,735,996
Commitments and contingencies
(Notes 8 and 13)
Stockholder's equity (Note 11): Common stock, $20,000 par value:
Authorized - 149 shares
Issued and outstanding - 144 shares 2,880 2,880
Additional paid-in capital 315,722 315,722
Retained earnings 563,553 500,795
Accumulated other comprehensive income 44,025 50,938
----------- ----------
Total stockholder's equity 926,180 870,335
----------- ----------
Total liabilities and stockholder's equity $10,046,579 $8,606,331
=========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 75
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-----------------------------------------------
<S> <C> <C> <C>
Revenues:
Traditional life insurance premiums $ 120,675 $ 122,429 $ 118,200
Universal life and investment product charges 229,226 217,108 202,081
Reinsurance premiums assumed 431,267 446,434 339,335
----------- ----------- ---------
781,168 785,971 659,616
Reinsurance premiums ceded (143,211) (124,815) (117,880)
----------- ----------- ---------
637,957 661,156 541,736
Net investment income 361,996 340,898 312,121
Net realized gains on investments 10,818 28,645 4,770
Other revenues 11,771 6,743 526
----------- ----------- ---------
1,022,542 1,037,442 859,153
Benefits and expenses:
Benefits:
Traditional life insurance:
Death benefits 239,921 299,305 235,828
Other benefits 77,209 79,849 71,939
Universal life and investment contracts:
Interest credited to account balances 236,136 217,614 186,908
Death benefits incurred in excess of account
balances 63,103 73,260 54,004
Increase in future policy benefits 102,875 72,685 121,946
Reinsurance recoveries (84,506) (98,376) (80,276)
Product conversions 10,578 7,014 16,379
----------- ----------- ---------
645,316 651,351 606,728
Expenses:
Commissions 49,569 46,516 25,846
Insurance operating expenses 125,194 89,075 69,580
Amortization of deferred policy acquisition costs 105,639 116,495 94,685
----------- ----------- ---------
925,718 903,437 796,839
----------- ----------- ---------
Income before federal income taxes 96,824 134,005 62,314
Federal income taxes (Note 9) 34,066 47,019 21,876
----------- ----------- ---------
Net income $ 62,758 $ 86,986 $ 40,438
=========== =========== =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 76
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-----------------------------------------------
<S> <C> <C> <C>
Net income $ 62,758 $ 86,986 $ 40,438
-------- -------- --------
Other comprehensive income:
Unrealized gains (losses) on securities:
Net change in unrealized holding gains (losses), net of tax (11,251) 28,367 (25,294)
Reclassification adjustment for realized gains
included in net income, net of tax (5,010) (4,601) (2,422)
Effect on DPAC of unrealized gains and
losses on fixed maturities, net of tax 7,236 (37,522) 13,461
Reclassification effect on DPAC of realized gains and
losses included in net income, net of tax 3,075 5,976 --
Net change in pension liability, net of tax (963) -- --
-------- -------- --------
Total other comprehensive income (6,913) (7,780) (14,255)
-------- -------- --------
Comprehensive income $ 55,845 $ 79,206 $ 26,183
======== ======== ========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 77
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Stockholder's Equity
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-----------------------------------------
<S> <C> <C> <C>
Common stock:
Balance at beginning and end of year $ 2,880 $ 2,880 $ 2,880
========= ========= =========
Additional paid-in capital:
Balance at beginning of year $ 315,722 $ 302,722 $ 297,422
Capital contributions -- 13,000 5,300
--------- --------- ---------
Balance at end of year $ 315,722 $ 315,722 $ 302,722
========= ========= =========
Accumulated other comprehensive income:
Net unrealized gains on investments:
Balance at beginning of year $ 50,938 $ 58,718 $ 72,973
Unrealized gains (losses) on securities:
Change in unrealized gains (losses),
net of tax (16,261) 23,766 (27,716)
Effect on DPAC of unrealized gains and
losses on fixed maturities, net of tax 10,311 (31,546) 13,461
--------- --------- ---------
Balance at end of year 44,988 50,938 58,718
Accumulated net pension liability:
Balance at beginning of year -- -- --
Net change in pension liability, net of tax (963) -- --
--------- --------- ---------
Balance at end of year (963) -- --
--------- --------- ---------
Total accumulated other comprehensive income $ 44,025 $ 50,938 $ 58,718
========= ========= =========
Retained earnings:
Balance at beginning of year $ 500,795 $ 413,809 $ 373,371
Net income 62,758 86,986 40,438
--------- --------- ---------
Balance at end of year $ 563,553 $ 500,795 $ 413,809
========= ========= =========
Total stockholder's equity $ 926,180 $ 870,335 $ 778,129
========= ========= =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 78
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
--------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net income $ 62,758 $ 86,986 $ 40,438
Adjustments to reconcile net income to net cash
provided by operating activities:
Increase in future policy benefits 874,765 995,632 585,581
Net decrease (increase) in federal income taxes 12,061 (12,317) 78,668
Increase (decrease) in accounts payable and
accrued expenses 55,361 21,033 (1,361)
Increase in accrued interest on long-term debt 259 1,428 3,676
Increase in accrued investment income (2,714) (4,300) (7,294)
(Increase) decrease in reinsurance recoverable (9,518) 3,733 (5,214)
Increase in prepaid reinsurance premiums (585,038) (793,851) (336,053)
Net realized investment gains (10,818) (28,645) (4,770)
Depreciation and amortization expense 3,174 3,630 3,857
Policy acquisition costs deferred (184,993) (174,374) (152,299)
Amortization of deferred policy acquisition
costs 105,639 116,495 94,685
Increase in accrual for postretirement benefits 675 557 484
Other, net (7,053) 43,538 (15,539)
--------- --------- ---------
Net cash provided by operating activities 314,558 259,545 284,859
INVESTING ACTIVITIES Securities available-for-sale:
Sales:
Fixed maturities 5,015,989 2,279,598 334,482
Equity securities 2,251 648 4,198
Maturities--fixed maturities 274,463 410,632 727,937
Purchases:
Fixed maturities (5,670,994) (2,919,145) (1,522,369)
Equity securities (2,089) (2,561) (428)
Sale, maturity or repayment of investments:
Mortgage loans on real estate 51,235 38,756 18,102
Investment real estate -- -- 1,354
Other long-term investments 10,678 2,002 --
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 79
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
----------------------------------------------
<S> <C> <C> <C>
Investing activities (continued)
Purchase or issuance of investments:
Mortgage loans on real estate $(259,945) $(163,528) $(186,228)
Investment real estate (13) (35) --
Policy loans, net (50,218) (80,094) (41,071)
Other long-term investments (14,042) (5,248) 809
Short-term investments, net 55,115 (48,447) 3,942
Additions to property and equipment (1,418) (2,687) (4,482)
Disposals of property and equipment 68 145 2,389
--------- --------- ---------
Net cash used by investing activities (588,920) (489,964) (661,365)
FINANCING ACTIVITIES
Increase in indebtedness to related parties 29,156 5,217 42,206
Cash contributions from parent -- 13,000 5,300
Receipts from interest sensitive products
credited to policyholder account balances 505,728 555,223 434,726
Return of policyholder account balances on
interest sensitive policies (251,177) (334,543) (123,949)
--------- --------- ---------
Net cash provided by financing activities 283,707 238,897 358,283
--------- --------- ---------
Net increase (decrease) in cash 9,345 8,478 (18,223)
Cash at beginning of year 22,299 13,821 32,044
--------- --------- ---------
Cash at end of year $ 31,644 $ 22,299 $ 13,821
========= ========= =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 80
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts and
operations, after intercompany eliminations, of Security Life of Denver
Insurance Company (Security Life) and its wholly-owned subsidiaries: Midwestern
United Life Insurance Company (Midwestern United); First ING Life Insurance
Company of New York (First ING); First Secured Mortgage Deposit Corporation; and
ING America Equities, Inc.
NATURE OF OPERATIONS
Security Life of Denver Insurance Company and its subsidiaries (the Company) is
a wholly-owned subsidiary of ING America Insurance Holdings, Inc. (ING America).
The Company focuses on two markets, the advanced market and reinsurance to other
insurers. The life insurance products offered for the advanced market include
wealth transfer and estate planning, executive benefits, charitable giving and
corporate owned life insurance. These products include traditional life,
interest sensitive life, universal life and variable life. Operations are
conducted almost entirely on the general agency basis and the Company is
presently licensed in all states (approved for reinsurance only in New York),
the District of Columbia and the Virgin Islands. In the reinsurance market, the
Company offers financial security to clients through a mix of total risk
management and traditional life insurance services.
The significant accounting policies followed by the Company that materially
affect the financial statements are summarized below:
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which, as to the
insurance companies included in the consolidation, differ from statutory
accounting practices prescribed or permitted by state insurance regulatory
authorities.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
- --------------------------------------------------------------------------------
FirstLine 81
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTING CHANGES
During June 1996, the Financial Accounting Standards Board (FASB) issued
Statement No. 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities. This Statement was effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after December 31, 1996. Also in 1996, the FASB issued Statement No. 127, which
delayed certain provisions of FAS 125 dealing with transactions such as
securities lending, repurchase and dollar repurchase agreements until 1998. The
portion of FAS 125 that became effective in 1997 requires the entity to
recognize financial and servicing assets it controls and the liabilities it has
incurred and to derecognize financial assets when control has been surrendered
in accordance with the criteria provided in the Statement. The application of
the new rules did not have a material impact on the financial statements of the
Company.
Effective January 1, 1996, the Company adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. Statement 121 also addresses the valuation for
long-lived assets that are identified for disposal. Adoption of this standard
resulted in an insignificant impact to net income and stockholder's equity.
During 1998, the Company adopted FASB Statement No. 132, Employers' Disclosures
about Pensions and Other Postretirement Benefits, which standardizes the
disclosure requirements for pension and other postretirement benefits. This
Statement is effective for years beginning after December 15, 1997, with the
restatement of disclosures for prior periods provided for comparative purposes,
unless prior period information is not readily available.
During 1998, the Company adopted FASB Statement No. 130, Reporting Comprehensive
Income, which requires an entity to divide comprehensive income into net income
and other comprehensive income in the period recognized. This Statement is
effective for fiscal years beginning after December 15, 1997, with the
restatement of prior period disclosures for comparative purposes. As a result of
implementing this Statement, the Company has classified items of other
comprehensive income by their nature in the statements of comprehensive income
and the accumulated balance of other comprehensive income in the equity section
of the balance sheet. This Statement affects the presentation of the financial
statements, with no effect on the valuation of total stockholder's equity.
- --------------------------------------------------------------------------------
FirstLine 82
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PENDING ACCOUNTING STANDARDS
During 1998, the FASB issued Statement No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities, which establishes a new model for
accounting and reporting for derivatives and hedging activities. Statement 133
requires all derivatives to be recognized on the balance sheet and measured at
fair value. Based on the type of hedging relationship (fair value, cash flow, or
foreign currency), Statement 133 requires the recognition of offsetting changes
in value or cash flows of both the derivative and the hedged item in earnings in
the same period. Changes in the fair value of derivatives that are not
designated as hedges or that do not meet the hedge accounting criteria in
Statement 133 are included in earnings in the period of change. The
implementation of this Statement is required for years beginning after June 15,
1999, and upon the initial application of the Statement all derivatives are
required to be recognized in the balance sheet as either assets or liabilities
and measured at fair value. The Company plans to adopt this Statement during
2000, and the effect of implementation on the Company's financial statements has
not yet been determined.
INVESTMENTS
Investments are presented on the following bases:
The carrying value of fixed maturities depends on the classification of the
security: securities held-to-maturity, securities available-for-sale, and
trading securities. Management determines the appropriate classification of
debt securities at the time of purchase and reevaluates such designation as
of each balance sheet date.
The Company does not hold any securities classified as held-to-maturity or
trading securities.
Debt securities and marketable equity securities are classified as
available-for- sale. Available-for-sale securities are stated at fair
value, with the unrealized gains and losses, and deferred policy
acquisition cost adjustments, reported net of tax as a component of other
comprehensive income in stockholder's equity.
- --------------------------------------------------------------------------------
FirstLine 83
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The amortized cost of debt securities classified as held-to-maturity or
available-for- sale is adjusted for amortization of premiums and accretion
of discounts to maturity, or in the case of mortgage-backed securities,
over the estimated life of the security. Such amortization is included in
interest income from investments. Interest and dividends are included in
net investment income as earned.
Mortgage loans are carried at the unpaid balances less an allowance for
credit losses. Investment real estate is carried at cost, less accumulated
depreciation. Policy loans are carried at unpaid balances. Derivatives are
accounted for on the same basis as the asset hedged.
Realized gains and losses, and declines in value judged to be
other-than-temporary are included in net realized gains on investments. The
cost of securities sold is based on the specific identification method.
RECOGNITION OF PREMIUM REVENUES
Premiums for traditional life insurance products, which include those products
with fixed and guaranteed premiums and benefits and consist principally of whole
life insurance policies, are recognized as revenue when due. Revenues for
universal life insurance policies and for investment products consist of policy
charges for the cost of insurance, policy administration charges, and surrender
charges assessed against policyholder account balances during the year.
DEFERRED POLICY ACQUISITION COSTS
Commissions, reinsurance allowances, and other costs of acquiring traditional
life insurance, including reinsurance assumed, universal life insurance
(including interest sensitive products) and investment products that vary with
and are primarily related to the production of new and renewal business, have
been deferred. Traditional life insurance acquisition costs are being amortized
using assumptions consistent with those used in computing policy benefit
reserves. The period of amortization is normally over the premium-paying period.
In the case of policies with no first year premium, the period of amortization
includes the first year, in addition to the premium-paying period. For universal
life insurance and investment products, acquisition costs are being amortized
generally in proportion to the present value (using the assumed crediting rate)
of
- --------------------------------------------------------------------------------
FirstLine 84
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expected gross margins from surrender charges, investments, mortality, and
expenses. This amortization is adjusted retrospectively when estimates of
current or future gross margins to be realized from a group of products are
revised.
Deferred policy acquisition costs are adjusted to reflect changes that would
have been necessary if unrealized investment gains and losses related to
available-for-sale securities had been realized. The Company has reflected those
adjustments in the asset balance with the offset as a direct adjustment to
accumulated other comprehensive income in stockholder's equity.
FUTURE POLICY BENEFITS
Benefit reserves for traditional life insurance products (other than reinsurance
assumed) are computed using a net level premium method including assumptions as
to investment yields, mortality, withdrawals and other assumptions based on
Company and industry experience. These assumptions include provisions for
adverse deviation and are modified as necessary to reflect anticipated trends.
Reserve interest assumptions are those deemed appropriate at the time of policy
issue, and range from 3% to 7.5%. Policy benefit claims are charged to expense
in the year that the claims are incurred.
Benefit reserves for reinsurance assumed are computed using pricing assumptions
with provisions for adverse deviation. Benefits for level-term reinsurance
assumed are computed to recognize profits in proportion with revenue. Benefit
reserves for all other reinsurance assumed are computed to recognize profits in
proportion to the coverage provided.
Benefit reserves for universal life-type policies (including fixed premium
interest sensitive products) and investment products are computed under a
retrospective deposit method and represent policy account balances before
applicable surrender charges. Policy benefits and claims that are charged to
expense include benefit claims incurred during the year in excess of related
policy account balances. Interest crediting rates for universal life and
investment products range from 3.80% to 7.81% during 1998, 4.60% to 7.81% during
1997, and 4.60% to 7.45% during 1996.
Included in life and annuity reserves is an unearned revenue reserve that
reflects the unamortized balance of excess heaped expense loads over ultimate
renewal expense loads on universal life and investment products. These excess
fees have been deferred and are being recognized in income over the periods
benefitted, using the same assumptions and factors used to amortize deferred
policy acquisition costs.
- --------------------------------------------------------------------------------
FirstLine 85
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
POLICY AND CONTRACT CLAIMS
The liabilities for unpaid claims include estimates of amounts due on reported
claims and claims that have been incurred but were not reported as of December
31. Such estimates are based on actuarial projections applied to historical
claim payment data and are considered reasonable and adequate to discharge the
Company's obligations for claims incurred but unpaid as of December 31.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost less accumulated depreciation.
Impairment losses are recorded when indicators of impairment are present and the
estimated undiscounted cash flows are less than the assets' carrying value.
Depreciation for major classes of assets is calculated on a straight-line basis.
PARTICIPATING INSURANCE
The Company accrues a liability for earnings on participating policies that
cannot inure to the benefit of the Company's stockholder. The liability is
determined based on earnings on participating policies in excess of 10% of
profits on participating business before payment of policyholder dividends. The
liability for these undistributed earnings was $5,816,000 and $6,074,000 at
December 31, 1998 and 1997, respectively. Participating business approximates
.2% of the Company's ordinary life insurance in force and 1.4% of premium
income. Earnings for participating insurance are based on the actual earnings of
the participation block of policies. Expenses and taxes are allocated based on
the amount of participating insurance in force. Investment income is allocated
based on the yield of the participating investment portfolio. The amount of
dividends to be paid is determined annually by the Board of Directors. Amounts
allocable to participating policyholders are based on published dividend
projections or expected dividend scales. Dividends of $3,233,000; $3,377,000;
and $3,307,000 were incurred in 1998, 1997, and 1996, respectively.
FEDERAL INCOME TAXES
Deferred federal income taxes have been provided or credited to reflect
significant temporary differences between income reported for tax and financial
reporting purposes using reasonable assumptions.
- --------------------------------------------------------------------------------
FirstLine 86
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH FLOW INFORMATION
Cash includes cash on hand and demand deposits. Included as a component of
operating activities is interest paid of $10,121,000; $10,110,000; and
$1,016,000 for 1998, 1997, and 1996, respectively.
GUARANTY FUND ASSESSMENTS
Insurance companies are assessed the costs of funding the insolvencies of other
insurance companies by the various state guaranty associations, generally based
on the amount of premium companies collect in that state. The Company accrues
the cost of future guaranty fund assessments based on estimates of insurance
company insolvencies provided by the National Organization of Life and Health
Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in
each state. The Company reduces the accrual by credits allowed in some states to
reduce future premium taxes by a portion of assessments in that state.
RECLASSIFICATIONS
Certain amounts in the 1997 and 1996 financial statements have been reclassified
to conform to the 1998 presentation.
- --------------------------------------------------------------------------------
FirstLine 87
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS
The amortized cost and fair value of investments in fixed maturities and equity
securities are as follows at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------------------
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $ 166,611 $ 3,829 $ 589 $ 169,851
States, municipalities and political
subdivisions 23,368 959 1,803 22,524
Public utilities securities 172,968 4,885 904 176,949
Debt securities issued by foreign
governments 952 -- -- 952
Corporate securities 1,251,462 46,292 23,512 1,274,242
Mortgage-backed securities 1,132,058 75,159 6,922 1,200,295
Other asset-backed securities 635,539 19,968 3,578 651,929
Redeemable preferred stocks 312 42 -- 354
Derivatives hedging fixed maturities
(Note 3) 312 6,434 312 6,434
---------- -------- ------- ----------
Total fixed maturities 3,383,582 157,568 37,620 3,503,530
Preferred stocks (nonredeemable) 4,251 6 52 4,205
Common stocks 2,510 1,780 95 4,195
---------- -------- ------- ----------
Total equity securities 6,761 1,786 147 8,400
---------- -------- ------- ----------
Total $3,390,343 $159,354 $37,767 $3,511,930
========== ======== ======= ==========
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 88
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------------------------
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $ 51,387 $ 1,629 $ 39 $ 52,977
States, municipalities and political
subdivisions 43,185 1,023 128 44,080
Public utilities securities 151,642 5,030 1,216 155,456
Debt securities issued by foreign
governments 3,272 -- -- 3,272
Corporate securities 1,147,380 48,001 6,539 1,188,842
Mortgage-backed securities 1,165,376 89,539 6,661 1,248,254
Other asset-backed securities 443,473 13,285 584 456,174
Redeemable preferred stocks -- -- -- --
Derivatives hedging fixed maturities
(Note 3) 1,297 3,118 1,115 3,300
---------- -------- ------- ----------
Total fixed maturities 3,007,012 161,625 16,282 3,152,355
Preferred stocks (nonredeemable) 3,368 67 122 3,313
Common stocks 3,386 1,446 126 4,706
---------- -------- ------- ----------
Total equity securities 6,754 1,513 248 8,019
---------- -------- ------- ----------
Total $3,013,766 $163,138 $16,530 $3,160,374
========== ======== ======= ==========
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 89
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
The amortized cost and fair value of investments in fixed maturities at December
31, 1998, by contractual maturity, are shown in the following table (in
thousands). Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.
Amortized
Cost Fair Value
------------------------------
Available for sale:
Due in one year or less $ 18,024 $ 18,156
Due after one year through five years 187,198 183,735
Due after five years through ten years 695,842 702,563
Due after ten years 714,609 740,418
---------- ----------
1,615,673 1,644,872
Mortgage-backed securities 1,132,058 1,200,295
Other asset-backed securities 635,539 651,929
Derivatives 312 6,434
---------- ----------
Total available-for-sale $3,383,582 $3,503,530
========== ==========
Changes in unrealized gains (losses) on investments in available-for-sale
securities for the years ended December 31, 1998, 1997 and 1996 are summarized
as follows (in thousands):
December 31, 1998
--------------------------------------------
Fixed Equity Total
--------------------------------------------
Gross unrealized gains $ 157,568 $ 1,786 $ 159,354
Gross unrealized (losses) (37,620) (147) (37,767)
--------- ------- ---------
Net unrealized gains 119,948 1,639 121,587
Deferred income tax (41,982) (574) (42,556)
--------- ------- ---------
Net unrealized gains after taxes 77,966 1,065 79,031
Less:
Balance at beginning of year 94,470 822 95,292
--------- ------- ---------
Change in net unrealized gains
(losses) $ (16,504) $ 243 $ (16,261)
========= ======= =========
- --------------------------------------------------------------------------------
FirstLine 90
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
December 31, 1997
------------------------------------------
Fixed Equity Total
------------------------------------------
Gross unrealized gains $ 161,625 $ 1,513 $ 163,138
Gross unrealized (losses) (16,282) (248) (16,530)
--------- ------- ---------
Net unrealized gains 145,343 1,265 146,608
Deferred income tax (50,873) (443) (51,316)
--------- ------- ---------
Net unrealized gains after taxes 94,470 822 95,292
Less:
Balance at beginning of year 71,237 289 71,526
--------- ------- ---------
Change in net unrealized gains
(losses) $ 23,233 $ 533 $ 23,766
========= ======= =========
December 31, 1996
------------------------------------------
Fixed Equity Total
------------------------------------------
Gross unrealized gains $ 140,089 $ 822 $ 140,911
Gross unrealized (losses) (30,493) (376) (30,869)
--------- ------- ---------
Net unrealized gains 109,596 446 110,042
Deferred income tax (38,359) (157) (38,516)
--------- ------- ---------
Net unrealized gains after taxes 71,237 289 71,526
Less:
Balance at beginning of year 99,389 (147) 99,242
--------- ------- ---------
Change in net unrealized gains
(losses) $ (28,152) $ 436 $ (27,716)
========= ======= =========
As part of its overall investment management strategy, the Company has entered
into agreements to purchase $79,175,000 in mortgage loans as of December 31,
1998. These agreements were settled during 1999. The Company had no agreements
to sell securities at December 31, 1998.
- --------------------------------------------------------------------------------
FirstLine 91
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
Major categories of investment income for the years ended December 31 are
summarized as follows (in thousands):
1998 1997 1996
---------------------------------------------
Fixed maturities $ 278,227 $ 259,936 $ 240,931
Mortgage loans on real estate 47,567 40,908 29,143
Policy loans 58,016 56,087 52,205
Other investments 2,911 3,159 2,197
--------- --------- ---------
386,721 360,090 324,476
Investment expenses (24,725) (19,192) (12,355)
--------- --------- ---------
Net investment income $ 361,996 $ 340,898 $ 312,121
========= ========= =========
Net realized gains (losses) on investments for the years ended December 31 are
summarized as follows (in thousands):
1998 1997 1996
----------------------------------------------
Fixed maturities $ 9,691 $ 27,717 $4,540
Equity securities 168 (57) 79
Real estate and other 959 985 151
------- -------- ------
Net realized gains on
investments $10,818 $ 28,645 $4,770
======= ======== ======
During 1998, 1997 and 1996, fixed maturities and marketable equity securities
available- for-sale were sold with fair values at the date of sale of
$5,018,240,000; $2,281,886,000 and $334,482,000, respectively. Gross gains of
$44,314,000; $41,017,000 and $7,248,000 and gross losses of $34,455,000;
$13,357,000 and $2,629,000 were realized on those sales in 1998, 1997 and 1996,
respectively.
At December 31, 1998 and 1997, bonds with an amortized cost of $29,081,000 and
$28,434,000, respectively, were on deposit with various state insurance
departments to meet regulatory requirements.
- --------------------------------------------------------------------------------
FirstLine 92
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
The Company enters into interest rate and currency contracts, including swaps,
caps, floors, and options, to reduce and manage risks which include the risk of
a change in the value, yield, price, cash flows, exchange rates or quantity of,
or a degree of exposure with respect to assets, liabilities, or future cash
flows which the Company has acquired or incurred. Hedge accounting practices are
supported by cash flow matching, scenario testing and duration matching.
Interest rate swap agreements generally involve the exchange of fixed and
floating interest payments over the life of the agreement without an exchange of
the underlying principal amount. Currency swap agreements generally involve the
exchange of local and foreign currency payments over the life of the agreements
without an exchange of the underlying principal amount. Interest rate cap and
interest rate floor agreements owned entitle the Company to receive payments to
the extent reference interest rates exceed or fall below strike levels in the
contracts based on the notional amounts.
Premiums paid for the purchase of interest rate contracts are included in other
assets and are being amortized to interest expense over the remaining terms of
the contracts or in a manner consistent with the financial instruments being
hedged. Amounts paid or received, if any, from such contracts are included in
interest expense or income. Accrued amounts payable to or receivable from
counterparties are included in other liabilities or assets.
Gains and losses as a result of early terminations of interest rate contracts
are amortized to investment income over the remaining term of the items being
hedged to the extent the hedge is considered to be effective; otherwise, they
are recognized upon termination.
Interest rate contracts that are matched or otherwise designated to be
associated with other financial instruments are recorded at fair value if the
related financial instruments mature, are sold, or are otherwise terminated or
if the interest rate contracts cease to be effective hedges.
The Company manages the potential credit exposure from interest rate contracts
through careful evaluation of the counterparties' credit standing, collateral
agreements, and master netting agreements.
The Company is exposed to credit loss in the event of nonperformance by
counterparties on interest rate contracts; however, the Company does not
anticipate nonperformance by any of these counterparties. The amount of such
exposure is generally the unrealized gains in such contacts.
- --------------------------------------------------------------------------------
FirstLine 93
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)
The table below summarizes the Company's interest rate contracts at December 31,
1998 and 1997 (in thousands):
December 31, 1998
-------------------------------------------------
Notional Amortized Fair Balance
Amount Cost Value Sheet
-------------------------------------------------
Interest rate contracts:
Swaps $ 767,873 $ (155) $(2,952) $(2,952)
Swaps-affiliates 734,176 155 5,440 5,440
---------- ------- ------- -------
Total swaps 1,502,049 -- 2,488 2,488
Caps owned 560,000 312 11 11
---------- ------- ------- -------
Total caps owned 560,000 312 11 11
Floors owned 422,485 (72) 3,768 3,768
Floors owned-affiliates 8,485 72 167 167
---------- ------- ------- -------
Total floors owned 430,970 -- 3,935 3,935
Options owned 418,300 5,268 2,664 2,664
Options owned-affiliates 418,300 (5,268) (2,664) (2,664)
---------- ------- ------- -------
Total options owned 836,600 -- -- --
---------- ------- ------- -------
Total derivatives $3,329,619 $ 312 $ 6,434 $ 6,434
========== ======= ======= =======
- --------------------------------------------------------------------------------
FirstLine 94
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)
December 31, 1997
-----------------------------------------------
Notional Amortized Fair Balance
Amount Cost Value Sheet
----------------------------------------------
Interest rate contracts:
Swaps $ 913,630 $ (185) $ (625) $ (625)
Swaps-affiliates 879,745 185 1,429 1,429
---------- ------- ------- -------
Total swaps 1,793,375 -- 804 804
Caps owned 760,000 986 766 766
---------- ------- ------- -------
Total caps owned 760,000 986 766 766
Floors owned 354,000 311 1,730 1,730
Floors owned-affiliates -- -- -- --
---------- ------- ------- -------
Total floors owned 354,000 311 1,730 1,730
Options owned 384,300 6,192 4,312 4,312
Options owned-affiliates 384,300 (6,192) (4,312) (4,312)
---------- ------- ------- -------
Total options owned 768,600 -- -- --
---------- ------- ------- -------
Total derivatives $3,675,975 $ 1,297 $ 3,300 $ 3,300
========== ======= ======= =======
4. CONCENTRATIONS OF CREDIT RISK
At December 31, 1998, the Company held less-than-investment-grade bonds
classified as available-for-sale with a carrying value and market value of
$277,793,000. These holdings amounted to 7.9% of the Company's investments in
fixed maturity securities and 2.8% of total assets. The holdings of
less-than-investment-grade bonds are widely diversified and of satisfactory
quality based on the Company's investment policies and credit standards.
At December 31, 1998, the Company's mortgages involved a concentration of
properties located in Florida (15.5%), Texas (9.7%), and Georgia (7.5%). The
remaining mortgages relate to properties located in 35 other states. The
portfolio is well diversified, covering many different types of income-producing
properties on which the Company has first mortgage liens. The maximum mortgage
outstanding on any individual property is $16,068,000.
- --------------------------------------------------------------------------------
FirstLine 95
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. EMPLOYEE BENEFIT PLANS
PENSION PLANS AND POSTRETIREMENT BENEFITS
The Company has a qualified noncontributory defined benefit retirement plan
covering substantially all employees. In addition, the Company maintains a
non-qualified unfunded Supplemental Employees' Retirement Plan (SERP). In
addition to providing pension plans, the Company provides certain health care
and life insurance benefits for retired employees.
The funded status and the amounts recognized in the balance sheets for the
defined benefit plans and other postretirement benefit plans are as follows (in
thousands):
<TABLE>
<CAPTION>
December 31
1998 1997
--------------------------------------- ----------------------------------
Qualified Post- Qualified Post-
Plan SERP Retirement Plan SERP Retirement
--------------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Projected benefit obligation $ (38,685) $ (8,320) $ (8,949) $(37,801) $(9,154) $ (7,590)
Less plan assets at fair value 47,230 -- -- 40,150 -- --
---------- ----------- --------- -------- ------- --------
Plan assets in excess
(deficient)
of projected benefit
obligation $ 8,545 $ (8,320) $ (8,949) $ 2,349 $(9,154) $ (7,590)
/ ========== =========== ========= ======== ======= ========
Net asset (liability) $ 1,240 $ (4,918) $ (12,044) $ 1,322 $(4,135) $(11,369)
========== =========== ========= ======== ======= ========
</TABLE>
As of December 31, 1998 and 1997, the Company recognized an additional minimum
net liability on the SERP of $1,482,000 and $3,848,000, respectively, as this
plan is unfunded and the actuarial present value of accumulated benefit
obligation exceeds the net pension liability. Prior to 1998, the change in the
additional minimum net liability was reported in net income. Beginning in 1998,
the change in the additional minimum net liability is recorded net of tax as a
component of other comprehensive income directly in stockholder's equity, net of
tax.
- --------------------------------------------------------------------------------
FirstLine 96
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. EMPLOYEE BENEFIT PLANS (CONTINUED)
The net periodic pension cost, employer contributions, plan participant
contributions, and benefits paid for the defined benefit plans are as follows
(in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
-------------------------------- --------------------------------- ----------------------------------
Qualified Post- Qualified Post- Qualified Post-
Plan SERP Retirement Plan SERP Retirement Plan SERP Retirement
-------------------------------- --------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net periodic pension
expense $ 82 $1,109 $893 $607 $1,502 $755 $ 390 $1,109 $669
Employer contributions -- 325 218 -- 317 198 -- 320 Not available
Plan participants'
contributions -- -- 77 -- -- 71 -- -- Not available
Benefits paid 890 325 296 811 317 268 1,466 320 187
</TABLE>
The information for employer and plan participant contributions to the
postretirement plan for 1996 is not readily available.
Assumptions used in accounting for the defined benefit plans as of December 31,
1998, 1997, and 1996 were as follows:
1998 1997 1996
-------------------------
Weighted-average discount rate 6.75% 7.25% 7.50%
Rate of increase in compensation level 4.00% 4.25% 4.50%
Expected long-term rate of return on assets 9.50% 9.50% 9.50%
Plan assets of the defined benefit plans at December 31, 1998 are invested
primarily in U.S. government securities, corporate bonds, mutual funds, mortgage
loans, money market funds and common stock.
The annual assumed rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) for the medical plan is 9.75% graded to
5.25% over 9 years. The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation for the medical plan as of
December 31, 1998 by $1,015,000 and the aggregate of the service and interest
cost components of net periodic postretirement benefit cost for 1998 by
$136,000. Decreasing the assumed health care cost trend rates by one percentage
point in each year would increase the accumulated postretirement benefit
obligation for the medical plan as of December 31, 1998 by $(862,000) and the
aggregate of the service and interest cost components of net periodic
postretirement benefit cost for 1998 by $(113,000).
- --------------------------------------------------------------------------------
FirstLine 97
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. EMPLOYEE BENEFIT PLANS (CONTINUED)
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 6.75% at December 31, 1998 and 7.50% at
December 31, 1997 and December 31, 1996.
401(K) PLAN
The Security Life of Denver Insurance Company Savings Incentive Plan (the
Savings Plan) is a defined contribution plan which is available to substantially
all home office employees. Participants may make contributions to the plan
through salary reductions up to a maximum of $10,000 for 1998, and $9,500 for
both 1997 and 1996. Such contributions are not currently taxable to the
participants. The Company matches 100% of the first 3% of participants'
contributions, plus 50% of contributions which exceed 3% of participants'
compensation, subject to a maximum matching percentage of 4 1/2% of the
individual's salary. Company matching contributions were $1,343,000 for 1998,
$1,211,000 for 1997, and $1,143,000 for 1996.
Plan assets of the Savings Plan at December 31, 1998 are invested in a group
deposit administration contract (the Contract) with the Company, various stock
funds maintained by the Principal Financial Group, and loans to participants.
The Contract is a policyholder liability of the Company and had a balance of
$27.8 million and $26.6 million at December 31, 1998 and 1997, respectively.
6. SEPARATE ACCOUNTS
Separate account assets and liabilities represent funds segregated by the
Company for the benefit of certain policy and contract holders who bear the
investment risk. Revenues and expenses on the separate account assets and
related liabilities equal the benefits paid to the separate account policy and
contract holders, and are excluded from the amounts reported in the consolidated
statements of income except for fees charged for administration services and
mortality risk.
- --------------------------------------------------------------------------------
FirstLine 98
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. LEASES
In 1997, the Company terminated a significant operating lease agreement relating
to electronic data processing equipment due to outsourcing of computer
operations. The Company incurred $4,819,000 in lease expense in 1997 related to
that agreement prior to termination. The Company does not have any other
significant lease obligations. Total rental expense for all equipment leases was
approximately $0, $4,993,000 and $6,151,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
8. REINSURANCE
The Company is involved in both ceded and assumed reinsurance with other
companies for the purpose of diversifying risk and limiting exposure on larger
risks. As of December 31, 1998, the Company's retention limit for acceptance of
risk on life insurance policies had been set at various levels up to $1,500,000.
Reinsurance premiums, commissions, and expense reimbursements related to
reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Reserves are based on the terms of the reinsurance contracts, and are
consistent with the risks assumed.
To the extent that the assuming companies become unable to meet their
obligations under these treaties, the Company remains contingently liable to its
policyholders for the portion retroceded. Consequently, allowances are
established for amounts deemed uncollectible. To minimize its exposure to
significant losses from retrocessionaire insolvencies, the Company evaluates the
financial condition of the retrocessionaire and monitors concentrations of
credit risk arising from similar geographic regions, activities, or economic
characteristics of the reinsurers. The use of reinsurance pools with
retrocessionaires also minimizes the Company's exposure to significant losses
from retrocessionaire insolvencies.
The Company assumes and cedes, on a coinsurance basis, guaranteed investment
contracts (GICs) to and from affiliates under common ownership. As of December
31, 1998, $2.7 billion of an affiliate's invested assets were held in trust
pursuant to these agreements.
- --------------------------------------------------------------------------------
FirstLine 99
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. REINSURANCE (CONTINUED)
These GIC transactions are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
------------------------------------------------------------
Policy Policy
Deposits Liabilities Deposits Liabilities
------------------------------------------------------------
<S> <C> <C> <C> <C>
Direct (nonaffiliated) $ 2,773,952 $ 3,112,460 $ 1,673,471 $2,527,957
Assumed from Life Insurance Company of
Georgia -- 97,552 35,000 106,698
----------- ----------- ----------- ---------
2,773,952 3,210,012 1,708,471 2,634,655
Ceded to Columbine Life Insurance Company (2,547,743) (2,696,409) (1,479,371) (2,231,118)
Ceded to Life Insurance Company of Georgia (225,083) (512,477) (116,100) (403,537)
Ceded to First Columbine Life Insurance
Company (1,126) (1,126) -- --
----------- ----------- ----------- ---------
Net $ -- $ -- $ 113,000 $ --
=========== =========== =========== ==========
</TABLE>
Ceded GIC policy liabilities totaling $3,210 and $2,635 million as of December
31, 1998 and 1997, respectively, are classified as part of prepaid reinsurance
premiums.
During 1998 and 1997, the Company had ceded blocks of insurance under
reinsurance treaties to provide funds for financial and other purposes. These
reinsurance transactions, generally known as "financial reinsurance," represent
financial arrangements and, in accordance with generally accepted accounting
principles, are not reflected in the accompanying financial statements except
for the risk fees paid to or received from reinsurers. Financial reinsurance has
the effect of increasing current statutory surplus while reducing future
statutory surplus as amounts are recaptured from reinsurers. During 1998, the
Company entered into a new financial reinsurance contract with an affiliated
company.
9. INCOME TAXES
The Company files a consolidated federal income tax return with its parent and
other U.S. affiliates and subsidiaries, with the exception of First ING. The
affiliated companies that join in the filing of the consolidated federal income
tax return have an agreement for the allocation of taxes between members that
join in the consolidated return. The agreement specifies that the separate
return payable or the separate return receivable of each member will be the
federal income tax payable or receivable that the member would have had for the
period had it filed a separate return.
- --------------------------------------------------------------------------------
FirstLine 100
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. INCOME TAXES (CONTINUED)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows (in thousands):
December 31
1998 1997
------------------------
Deferred tax liabilities:
Deferred policy acquisition costs $(272,970) $(239,678)
Unrealized gains/losses (42,556) (51,312)
--------- ---------
Total deferred tax liabilities (315,526) (290,990)
Deferred tax assets:
Benefit reserves and surplus relief 102,177 111,610
Tax-basis deferred policy acquisition costs 83,836 71,241
Investment income 13,712 13,459
Unearned investment income -- 9,208
Nonqualified deferred compensation 14,667 14,129
Postretirement employee benefits 2,501 3,979
Separate accounts 18,775 8,571
Other, net 19,796 4,964
--------- ---------
Total deferred tax assets 255,464 237,161
--------- ---------
Net deferred tax liabilities $ (60,062) $ (53,829)
========= =========
The components of federal income tax expense consist of the following (in
thousands):
December 31
1998 1997 1996
---------------------------------
Current $24,111 $37,542 $10,340
Deferred 9,955 9,477 11,536
------- ------- -------
Federal income tax expense $34,066 $47,019 $21,876
======= ======= =======
The Company's effective income tax rate did not vary significantly from the
statutory federal income tax rate.
- --------------------------------------------------------------------------------
FirstLine 101
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. INCOME TAXES (CONTINUED)
The Company had net income tax payments (receipts) of $18,283,000 during 1998,
$55,468,000 during 1997, and $(61,467,000) during 1996 for current income tax
payments and settlements of prior year returns.
The Policyholder's Surplus Account is an accumulation of certain special
deductions for income tax purposes and a portion of the "gains from operations"
which were not subject to current taxation under the Life Insurance Tax Act of
1959. At December 31, 1984, the balance in this account for tax return purposes
was approximately $70,800,000. The Tax Reform Act of 1984 provides that no
further accumulations will be made in this account. If amounts accumulated in
the Policyholder's Surplus Account exceed certain limits, or if distributions to
the stockholder exceed amounts in the Stockholder's Surplus Account, to the
extent of such excess amount or excess distributions, as determined for income
tax purposes, amounts in the Policyholder's Surplus Account would become subject
to income tax at rates in effect at that time. Should this occur, the maximum
tax which would be paid at the current tax rate is $24,780,000. The Company does
not anticipate any such action or foresee any events which would result in such
tax; accordingly, a deferred tax liability has not been established.
10. LONG-TERM DEBT
Long-term indebtedness to related parties for $100,000,000 represents the
cumulative cash draws on a $100,000,000 commitment from ING America Insurance
Holdings, Inc. through December 31, 1998. This subordinated note bears interest
at a variable rate equal to the prevailing rate for 10-year U.S. Treasury Bonds
plus 1/4% adjusted annually.
The repayment of this note requires approval of the Commissioner of Insurance of
the State of Colorado and is payable only out of surplus funds of the Company
and only at such time as the surplus of the Company, after payment is made, does
not fall below the prescribed level.
The principal and interest is scheduled to be repaid in five annual installments
beginning April 15, 2000 and continuing through April 15, 2004, with the option
of prepaying any outstanding principal and accrued interest. As of December 31,
1998, the Company accrued interest of $5,387,000. Upon receiving approval from
the Commissioner of Insurance of the State of Colorado, the Company made a
$5,128,000 payment for accrued interest during 1998. The Company recognized
interest expense of $5,387,000; $5,096,000; and $3,644,000 for the years ended
December 31, 1998, 1997, and 1996, respectively.
- --------------------------------------------------------------------------------
FirstLine 102
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. LONG-TERM DEBT (CONTINUED)
Future minimum payments, assuming a current effective interest rate of 5.41%,
are as follows (in thousands):
Total
YEAR Payments
- ---------------------------------------------------------
2000 $ 25,946
2001 25,946
2002 25,946
2003 25,946
2004 25,946
--------
Total 129,730
Less imputed interest (29,730)
--------
Present value of payments $100,000
=============
11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES
Security Life and its insurance subsidiaries prepare their statutory-basis
financial statements in accordance with accounting practices prescribed or
permitted by their state of domicile. "Prescribed" statutory accounting
practices include state laws, regulations and general administrative rules, as
well as a variety of publications of the National Association of Insurance
Commissioners (NAIC). "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ from
state to state, from company to company within the state, and may change in the
future.
During 1998, the NAIC completed the process of codifying statutory accounting
practices ("Codification"). Codification will likely change, to some extent,
prescribed statutory accounting practices and may result in changes to the
accounting practices that Security Life uses to prepare its statutory-basis
financial statements. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domiciled within those states. Accordingly, before Codification
becomes effective for Security Life, the State of Colorado must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results to the Insurance Department. At this
time it is unknown whether the State of Colorado will adopt Codification.
- --------------------------------------------------------------------------------
FirstLine 103
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES (CONTINUED)
Prescribed statutory reserve methodology does not fully encompass universal
life-type products. The NAIC, however, has promulgated a Model Regulation
regarding Universal Life Reserves. The Colorado Division of Insurance has not
adopted the regulation, but requires that reserves be held which are at least as
great as those required by Colorado Statutes. The NAIC UL Model Regulation is
used by the Company to provide reserves consistent with the principles of this
article. Because the reserves satisfy the requirements prescribed by the State
of Colorado for the valuation of universal life insurance, the Company is
permitted to compute reserves in accordance with this model regulation.
The NAIC prescribes Risk-Based Capital (RBC) requirements for life/health
insurance companies. At December 31, 1998, the Company exceeded all minimum RBC
requirements.
Combined capital and surplus, determined in accordance with statutory accounting
practices (SAP), was $386,607,000 and $403,239,000 at December 31, 1998 and
1997, respectively. Combined net income, determined in accordance with SAP, was
$11,712,000; $22,261,000; and $9,141,000 for the years ended December 31, 1998,
1997, and 1996, respectively.
Security Life is required to maintain a minimum total statutory capital and
surplus in the state of domicile of $1,500,000. Midwestern United is required to
maintain minimum statutory capital of $200,000 and surplus of $250,000 in the
state of domicile. First ING is required to maintain minimum statutory capital
of $1,000,000 and paid-in surplus of at least 50% of paid-in capital in the
state of domicile. Each company exceeded its respective minimum statutory
capital and surplus requirements at December 31, 1998. Additionally, the amount
of dividends which can be paid by each company to its stockholder without prior
approval of the various state insurance departments is generally limited to the
greater of 10% of statutory surplus or the statutory net gain from operations.
- --------------------------------------------------------------------------------
FirstLine 104
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS
In cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent markets and, in
many cases, could not be realized in immediate settlement of the instruments.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company. Life insurance liabilities that contain
mortality risk and all nonfinancial instruments are excluded from disclosure
requirements. However, the fair values of liabilities under all insurance
contracts are taken into consideration in the Company's overall management of
interest rate risk, such that the Company's exposure to changing interest rates
is minimized through the matching of investment maturities with amounts due
under insurance contracts.
- --------------------------------------------------------------------------------
FirstLine 105
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts and fair values of the Company's financial instruments at
December 31, 1998 and 1997 are summarized below (in thousands):
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
----------------------------- ------------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
----------------------------- ------------------------------
<S> <C> <C> <C> <C>
Assets
Fixed maturities (Note 2) $3,503,530 $3,503,530 $3,152,355 $3,152,355
Equity securities (Note 2) 8,400 8,400 8,019 8,019
Mortgage loans 784,108 832,629 576,620 630,019
Policy loans 925,623 925,623 875,405 875,405
Short-term investments 747 747 55,466 55,466
Cash 31,644 31,644 22,299 22,299
Indebtedness from
related parties 4,339 4,339 2,443 2,443
Separate account assets 423,474 423,474 263,035 263,035
LIABILITIES
Supplemental contracts
without life contingencies 3,966 3,966 4,240 4,240
Other policyholder funds left
on deposit 98,638 98,638 99,545 99,545
Individual and group
annuities, net of reinsurance 87,096 86,007 43,313 43,077
Indebtedness to related
parties 13,755 13,755 7,704 7,704
Long-term debt to related
parties 100,000 100,000 75,000 75,000
Accrued interest on
long-term debt to related
parties 5,387 5,387 5,128 5,128
Separate account liabilities 423,474 423,474 263,035 263,035
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 106
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying values of all other financial instruments approximate their fair
values.
The following methods and assumptions were used by the Company in estimating the
"fair value" disclosures for financial instruments:
FIXED MATURITIES AND EQUITY SECURITIES: The fair values for fixed maturities
(including redeemable preferred stocks) are based on quoted market prices,
where available. For fixed maturities not actively traded, fair values are
estimated using values obtained from independent pricing services or, in the
case of private placements and collateralized mortgage obligations and other
mortgage derivative investments, are estimated by discounting expected
future cash flows. The discount rates used vary as a function of factors
such as yield, credit quality and maturity which fall within a range between
4.5% - 14.0% over the total portfolio. The fair values of equity securities
are based on quoted market prices.
MORTGAGE LOANS: Estimated market values for commercial real estate loans are
generated using a discounted cash flow approach. Loans in good standing are
discounted using interest rates determined by U.S. Treasury yields on
December 31 and spreads implied by independent published surveys. The same
is applied on new loans with similar characteristics. The amortizing
features of all loans are incorporated in the valuation. Where data on
option features is available, option values are determined using a binomial
valuation method, and are incorporated into the mortgage valuation.
Restructured loans are valued in the same manner; however, these are
discounted at a greater spread to reflect increased risk.
All residential loans are valued at their outstanding principal balances,
which approximate their fair values.
POLICY LOANS: The carrying amounts reported in the balance sheets for these
financial instruments approximate their fair values.
DERIVATIVE FINANCIAL INSTRUMENTS: Fair values for on-balance-sheet
derivative financial instruments (caps and floors) and off-balance-sheet
derivative financial instruments (swaps) are based on broker/dealer
valuations or on internal discounted cash flow pricing models taking into
account current cash flow assumptions and the counterparties' credit
standing.
- --------------------------------------------------------------------------------
FirstLine 107
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
OTHER INVESTMENT-TYPE INSURANCE CONTRACTS: The fair values of the Company's
deferred annuity contracts are estimated based on the cash surrender value.
The carrying values of other liabilities, including immediate annuities,
dividend accumulations, supplementary contracts without life contingencies
and premium deposits, approximate their fair values.
OFF-BALANCE-SHEET INSTRUMENTS: The Company accepted additional deposits on
existing synthetic guaranteed investment contracts in the amounts of
$66,480,000 and $1,000,000 in 1998 and 1997, respectively, from trustees of
401(k) plans. Pursuant to the terms of these contracts, the trustees own and
retain the assets related to these contracts. Such assets had a value of
$433,689,000 and $493,757,000 at December 31, 1998 and 1997, respectively.
Under synthetic guaranteed investment contracts, the synthetic issuer may
assume interest rate risk on individual plan participant initiated
withdrawals from stable value options of 401(k) plans. Approximately 85% of
the synthetic guaranteed investment contract book values are on a
participating basis and have a credited interest rate reset mechanism which
passes such interest rate risk to plan participants.
LETTERS OF CREDIT
The Company is the beneficiary of letters of credit totaling $197,254,000
which have a market value to the Company of $0 and two lines of credit
totaling $284,471,000 which have a market value to the Company of $0 (see
Note 14).
13. COMMITMENTS AND CONTINGENCIES
The Company is a party to pending or threatened lawsuits arising from the normal
conduct of its business. Due to the climate in insurance and business
litigation, suits against the Company sometimes include substantial additional
claims, consequential damages, punitive damages and other similar types of
relief. While it is not possible to forecast the outcome of such litigation, it
is the opinion of management that the disposition of such lawsuits will not have
a material adverse effect on the Company's financial position or interfere with
its operations.
- --------------------------------------------------------------------------------
FirstLine 108
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. COMMITMENTS AND CONTINGENCIES (CONTINUED)
In 1998, the Company established an accrued liability of $40,000,000 related to
certain potential litigation similar to that faced by other major life insurers.
This litigation relates to sales practices of interest sensitive policies. The
Company is vigorously defending its position in these cases. No such litigation
reserve was established in 1997. While it is not possible to forecast the
outcome of such litigation, it is the opinion of management that the disposition
of such lawsuits will not have a material adverse effect on the Company's
financial position or interfere with its operations.
14. OTHER FINANCING ARRANGEMENTS
The Company has a $144,471,000 line of credit issued by the Company's parent to
provide short-term liquidity. The Company has an additional non-affiliated line
of credit of $140,000,000, also to provide short-term liquidity, which expires
July 31, 1999. The amount of funds available under this line is reduced by
borrowings of certain affiliates also party to the agreement. There were no
outstanding borrowings under either of these agreements at December 31, 1998 or
1997. The weighted-average balance outstanding of short-term debt was $37.5
million during 1998. The weighted-average interest rate paid on this debt during
1998 was 5.63% (see Note 12).
The Company is the beneficiary of letters of credit totaling $197,254,000 that
were established in accordance with the terms of reinsurance agreements. Such
letters of credit are unconditional, irrevocable, and provide for automatic
renewal for the following year at December 31. The letters were unused during
both 1998 and 1997.
15. YEAR 2000 (UNAUDITED)
The Company has initiated a program to prepare its computer systems and
applications for the year 2000. This program includes all systems utilized by
the Company as well as the systems of other companies that interface with the
Company. The Company has completed modification and preliminary testing of
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and thereafter. The total Year 2000
project cost is estimated at approximately $6.4 million. To date the Company has
incurred approximately $2.6 million for the above activities. Accordingly, the
Company does not expect the amounts required for this project to have a material
effect on its financial position.
- --------------------------------------------------------------------------------
FirstLine 109
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
15. YEAR 2000 (UNAUDITED) (CONTINUED)
The project is estimated to be completed no later than June 1999, which is prior
to any anticipated impact on its operating systems. The Company believes that
with modifications to existing software, and conversions to new software, the
Year 2000 will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed in a timely manner, it could have a material impact on the operations
of the Company.
The Company has initiated formal communications and interface testing plans with
all of its suppliers and customers to determine the extent to which its
interface systems are vulnerable to those third parties' failure to have their
systems Year 2000 compatible and will act accordingly to prevent operational
disruptions.
- --------------------------------------------------------------------------------
FirstLine 110
<PAGE>
Financial Statements
Security Life Separate Account L1
of Security Life of Denver
Insurance Company
Years ended December 31, 1998, 1997 and 1996
with Report of Independent Auditors
- --------------------------------------------------------------------------------
FirstLine 111
<PAGE>
Security Life Separate Account L1
Financial Statements
Years ended December 31, 1998, 1997 and 1996
CONTENTS
Report of Independent Auditors ..............................................113
Audited Financial Statements
Statement of Net Assets .....................................................114
Statements of Operations ....................................................121
Statements of Changes in Net Assets .........................................140
Notes to Financial Statements ...............................................159
- --------------------------------------------------------------------------------
FirstLine 112
<PAGE>
[Logo of Ernst & Young LLP appears here]
Report of Independent Auditors
Policyholders
Security Life Separate Account L1 of
Security Life of Denver Insurance Company
We have audited the accompanying statement of net assets of Security Life
Separate Account L1 (comprising, respectively, the Neuberger Berman Advisers
Management Trust (comprising the Limited Maturity Bond, Growth, Government
Income and Partners Divisions) ("NB"), the Alger American Fund (comprising the
American Small Capitalization, American MidCap Growth, American Growth and
American Leveraged AllCap Divisions) ("Alger"), the Fidelity Variable Insurance
Products Fund and Variable Insurance Products Fund II (comprising the Asset
Manager, Growth, Overseas, Money Market and Index 500 Divisions) ("Fidelity"),
the INVESCO Variable Investment Funds, Inc. (comprising the Total Return,
Industrial Income, High Yield, Utilities and Small Company Growth Divisions)
("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide Balanced,
Worldwide Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide
Real Estate Divisions) ("Van Eck") and AIM Advisors, Inc. (comprising the
Capital Appreciation and Government Securities Divisions) ("AIM")) as of
December 31, 1998, and the related statements of operations and changes in net
assets for each of the three years in the period then ended. These financial
statements are the responsibility of the Separate Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the transfer agents. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Life Separate Account
L1 at December 31, 1998, and the results of its operations and changes in its
net assets for each of the three years in the period then ended, in conformity
with generally accepted accounting principles.
Denver, Colorado /s/ Ernst & Young LLP
April 5, 1999
- --------------------------------------------------------------------------------
FirstLine 113
<PAGE>
Security Life Separate Account L1
Statement of Net Assets
December 31, 1998
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck AIM
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
------------ ----------- ----------- ------------ ----------- ---------- ----------
Net assets $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
============ =========== =========== ============ =========== ========== ==========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
------------ ----------- ----------- ------------ ----------- ---------- ----------
TOTAL POLICYHOLDER RESERVES $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
============ =========== =========== ============ =========== ========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 114
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
NB
-------------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------- ----------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
------------ -------------- ------------ ----------- -----------
Net assets $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
============ ============== ============ =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
------------ -------------- ------------ ----------- -----------
TOTAL POLICYHOLDER RESERVES $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
============ ============== ============ =========== ===========
Number of division units outstanding
(Note G) 1,245,559.121 447,486.376 -- 986,298.018
============== ============ =========== ===========
Value per divisional unit $ 12.51 $ 20.17 $ -- $ 22.78
============== ============ =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 115
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
Alger
------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
---------------------------------------------------------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
----------- ----------- ---------- ----------- ----------
Net assets $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
=========== =========== ========== =========== ==========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
----------- ----------- ---------- ----------- ----------
TOTAL POLICYHOLDER RESERVES $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
=========== =========== ========== =========== ==========
Number of division units outstanding
(Note G) 838,692.418 402,532.472 923,696.066 221,642.446
=========== ========== =========== ==========
Value per divisional unit $ 18.49 $ 22.91 $ 24.80 $ 30.69
=========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 116
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
Fidelity
----------------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
------------ ----------- ----------- ----------- ----------- -----------
Net assets $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
============ =========== =========== =========== =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
------------ ----------- ----------- ----------- ----------- -----------
TOTAL POLICYHOLDER RESERVES $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
============ =========== =========== =========== =========== ===========
Number of division units outstanding
(Note G) 600,255.213 1,293,480.338 1,429,659.907 1,526,404.399 3,215,990.519
=========== =========== =========== =========== ===========
Value per divisional unit $ 17.05 $ 25.44 $ 14.40 $ 12.06 $ 26.79
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 117
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
INVESCO
----------------------------------------------------------------------------------------
Small
Total Total Industrial Company
INVESCO Return Income High Yield Utilities Growth
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
------------ ----------- ----------- ----------- ----------- -----------
Net assets $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
============ =========== =========== =========== =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
------------ ----------- ----------- ----------- ----------- -----------
TOTAL POLICYHOLDER RESERVES $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
============ =========== =========== =========== =========== ===========
Number of division units outstanding
(Note G) 450,557.216 473,616.752 486,858.648 110,379.616 67,506.441
=========== =========== =========== =========== ===========
Value per divisional unit $ 17.99 $ 22.92 $ 16.19 $ 18.49 $ 11.09
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 118
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
Van Eck
-----------------------------------------------------------------------------------------
Worldwide Worldwide Worldwide
Total Worldwide Hard Worldwide Emerging Real
Van Eck Balanced Assets Bond Markets Estate
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
------------ ----------- ----------- ----------- ----------- -----------
Net assets $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
============ =========== =========== =========== =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
------------ ----------- ----------- ----------- ----------- -----------
TOTAL POLICYHOLDER RESERVES $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
============ =========== =========== =========== =========== ===========
Number of division units outstanding
(Note G) 0.000 132,513.824 18,656.317 67,354.295 8,765.232
=========== =========== =========== =========== ===========
Value per divisional unit $ 0.00 $ 8.10 $ 11.03 $ 6.85 $ 8.70
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 119
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
AIM
---------------------------------------
Total Capital Government
AIM Appreciation Securities
---------------------------------------
Assets
Investments in mutual funds at
market value (Note C) $3,800,153 $1,204,436 $2,595,717
---------- ---------- ----------
Net assets $3,800,153 $1,204,436 $2,595,717
========== ========== ==========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $3,800,153 $1,204,436 $2,595,717
---------- ---------- ----------
TOTAL POLICYHOLDER RESERVES $3,800,153 $1,204,436 $2,595,717
========== ========== ==========
Number of division units outstanding
(Note G) 105,457.867 246,150.062
========== ==========
Value per divisional unit $ 11.42 $ 10.55
========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 120
<PAGE>
Security Life Separate Account L1
Statement of Operations
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck AIM
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $17,747,833 $ 4,273,690 $ 4,617,072 $ 6,943,854 $1,625,860 $ 189,620 $ 97,737
Less valuation period deductions
(Note B) 1,740,661 291,487 290,412 971,160 162,321 11,393 13,888
----------- ----------- ----------- ----------- ---------- --------- --------
Net investment income (loss) 16,007,172 3,982,203 4,326,660 5,972,694 1,463,539 178,227 83,849
----------- ----------- ----------- ----------- ---------- --------- --------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 8,536,274 347,823 1,685,294 6,403,348 355,780 (260,570) 4,599
Net unrealized gains (losses) on
investments 18,766,977 (2,323,636) 5,825,800 15,230,082 248,681 (368,037) 154,087
----------- ----------- ----------- ----------- ---------- --------- --------
Net realized and unrealized gains
(losses) on investments 27,303,251 (1,975,813) 7,511,094 21,633,430 604,461 (628,607) 158,686
----------- ----------- ----------- ----------- ---------- --------- --------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $43,310,423 $ 2,006,390 $11,837,754 $27,606,124 $2,068,000 $(450,380) $242,535
=========== =========== =========== =========== ========== ========= ========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 121
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
NB
-------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 4,273,690 $ 409,268 $1,579,109 $ 136,565 $2,148,748
Less valuation period deductions
(Note B) 291,487 87,183 52,660 3,213 148,431
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 3,982,203 322,085 1,526,449 133,352 2,000,317
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 347,823 10,003 (264,148) (53,894) 655,862
Net unrealized gains (losses) on
investments (2,323,636) 59,369 (81,576) (60,954) (2,240,475)
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments (1,975,813) 69,372 (345,724) (114,848) (1,584,613)
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 2,006,390 $ 391,457 $1,180,725 $ 18,504 $ 415,704
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 122
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Alger
-------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 4,617,072 $ 1,681,373 $ 593,045 $ 2,196,712 $ 145,942
Less valuation period deductions
(Note B) 290,412 95,588 53,316 113,376 28,132
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 4,326,660 1,585,785 539,729 2,083,336 117,810
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 1,685,294 186,963 316,932 915,872 265,527
Net unrealized gains (losses) on
investments 5,825,800 166,990 1,022,340 3,099,428 1,537,042
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 7,511,094 353,953 1,339,272 4,015,300 1,802,569
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $11,837,754 $ 1,939,738 $1,879,001 $ 6,098,636 $1,920,379
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 123
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Fidelity
---------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 6,943,854 $ 808,986 $ 2,663,618 $ 1,015,626 $ 830,137 $ 1,625,487
Less valuation period deductions
(Note B) 971,160 63,669 183,002 129,504 116,932 478,053
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 5,972,694 745,317 2,480,616 886,122 713,205 1,147,434
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 6,403,348 20,247 1,534,000 298,379 -- 4,550,722
Net unrealized gains (losses) on
investments 15,230,082 315,702 4,444,805 707,398 -- 9,762,177
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 21,633,430 335,949 5,978,805 1,005,777 -- 14,312,899
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 27,606,124 $ 1,081,266 $ 8,459,421 $ 1,891,899 $ 713,205 $15,460,333
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 124
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
INVESCO
-------------------------------------------------------------------------------------------
Small
Total Total Industrial Company
INVESCO Return Income High Yield Utilities Growth
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 1,625,860 $ 312,534 $ 514,174 $ 769,805 $ 29,058 $ 289
Less valuation period deductions
(Note B) 162,321 40,898 60,678 49,140 10,730 875
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 1,463,539 271,636 453,496 720,665 18,328 (586)
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 355,780 136,473 342,342 (151,382) 35,245 (6,898)
Net unrealized gains (losses) on
investments 248,681 73,689 359,519 (541,125) 282,500 74,098
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 604,461 210,162 701,861 (692,507) 317,745 67,200
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 2,068,000 $ 481,798 $ 1,155,357 $ 28,158 $ 336,073 $ 66,614
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 125
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Van Eck
-----------------------------------------------------------------------------------------
Worldwide Worldwide Worldwide
Total Worldwide Hard Worldwide Emerging Real
Van Eck Balanced Assets Bond Markets Estate
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 189,620 $ 45,674 $ 143,946 $ -- $ -- $ --
Less valuation period deductions
(Note B) 11,393 1,050 8,170 212 1,736 225
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 178,227 44,624 135,776 (212) (1,736) (225)
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments (260,570) 4,682 (162,110) 130 (101,436) (1,836)
Net unrealized gains (losses) on
investments (368,037) (23,403) (395,698) 3,953 47,140 (29)
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments (628,607) (18,721) (557,808) 4,083 (54,296) (1,865)
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ (450,380) $ 25,903 $ (422,032) $ 3,871 $ (56,032) $ (2,090)
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 126
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
AIM
---------------------------------------
Total Capital Government
AIM Appreciation Securities
---------------------------------------
Investment income
Dividends from mutual funds $ 97,737 $ 27,109 $ 70,628
Less valuation period deductions
(Note B) 13,888 3,056 10,832
---------- ---------- ----------
Net investment income (loss) 83,849 24,053 59,796
---------- ---------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 4,599 (3,315) 7,914
Net unrealized gains (losses) on
investments 154,087 119,225 34,862
---------- ---------- ----------
Net realized and unrealized gains
(losses) on investments 158,686 115,910 42,776
---------- ---------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 242,535 $ 139,963 $ 102,572
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 127
<PAGE>
Security Life Separate Account L1
Statement of Operations
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 4,158,702 $ 678,740 $ 323,895 $ 2,094,346 $ 1,039,818 $ 21,903
Less valuation period deductions
(Note B) 813,630 135,310 141,930 461,022 67,625 7,743
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 3,345,072 543,430 181,965 1,633,324 972,193 14,160
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 3,199,375 406,286 894,818 1,320,426 523,956 53,889
Net unrealized gains (losses) on
investments 10,643,150 2,273,595 1,647,989 6,476,412 298,662 (53,508)
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 13,842,525 2,679,881 2,542,807 7,796,838 822,618 381
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 17,187,597 $ 3,223,311 $ 2,724,772 $ 9,430,162 $ 1,794,811 $ 14,541
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 128
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
NB
--------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 678,740 $ 156,667 $ 183,497 $ 72,086 $ 266,490
Less valuation period deductions
(Note B) 135,310 33,725 24,959 10,366 66,260
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 543,430 122,942 158,538 61,720 200,230
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 406,286 (20,056) 14,997 25,762 385,583
Net unrealized gains (losses) on
investments 2,273,595 159,151 533,906 26,882 1,553,656
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 2,679,881 139,095 548,903 52,644 1,939,239
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 3,223,311 $ 262,037 $ 707,441 $ 114,364 $2,139,469
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 129
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Alger
------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 323,895 $ 218,789 $ 55,945 $ 49,161 $ --
Less valuation period deductions
(Note B) 141,930 51,004 28,138 48,785 14,003
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 181,965 167,785 27,807 376 (14,003)
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 894,818 114,651 228,363 237,727 314,077
Net unrealized gains (losses) on
investments 1,647,989 483,518 246,489 970,056 (52,074)
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 2,542,807 598,169 474,852 1,207,783 262,003
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 2,724,772 $ 765,954 $ 502,659 $ 1,208,159 $ 248,000
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 130
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fidelity
----------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 2,094,346 $ 204,696 $ 274,868 $ 451,874 $ 764,538 $ 398,370
Less valuation period deductions
(Note B) 461,022 27,097 91,298 60,714 107,253 174,660
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 1,633,324 177,599 183,570 391,160 657,285 223,710
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 1,320,426 33,000 662,436 332,544 -- 292,446
Net unrealized gains (losses) on
investments 6,476,412 350,408 1,347,793 (305,456) -- 5,083,667
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 7,796,838 383,408 2,010,229 27,088 -- 5,376,113
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 9,430,162 $ 561,007 $ 2,193,799 $ 418,248 $ 657,285 $ 5,599,823
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 131
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
INVESCO
---------------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 1,039,818 $ 76,461 $ 417,376 $ 519,369 $ 26,612
Less valuation period deductions
(Note B) 67,625 12,921 27,525 23,478 3,701
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 972,193 63,540 389,851 495,891 22,911
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 523,956 46,241 116,951 269,799 90,965
Net unrealized gains (losses) on
investments 298,662 203,429 324,767 (253,231) 23,697
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 822,618 249,670 441,718 16,568 114,662
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 1,794,811 $ 313,210 $ 831,569 $ 512,459 $ 137,573
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 132
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
Van Eck
------------------------------------------
Total Worldwide Worldwide
Van Eck Balanced Hard Assets
------------------------------------------
INVESTMENT INCOME
Dividends from mutual funds $ 21,903 $ 9,006 $ 12,897
Less valuation period deductions
(Note B) 7,743 3,329 4,414
---------- ---------- ----------
Net investment income (loss) 14,160 5,677 8,483
---------- ---------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 53,889 37,785 16,104
Net unrealized gains (losses) on
investments (53,508) 4,122 (57,630)
---------- ---------- ----------
Net realized and unrealized gains
(losses) on investments 381 41,907 (41,526)
---------- ---------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 14,541 $ 47,584 $ (33,043)
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 133
<PAGE>
Security Life Separate Account L1
Statement of Operations
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends from mutual funds $ 1,183,779 $ 292,143 $ 56,842 $ 593,973 $ 238,653 $ 2,168
Less valuation period deductions
(Note B) 241,127 50,116 44,898 128,637 14,752 2,724
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 942,652 242,027 11,944 465,336 223,901 (556)
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 401,852 86,478 62,058 97,833 143,358 12,125
Net unrealized gains (losses) on
investments 2,675,307 557,274 396,915 1,736,167 (43,084) 28,035
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 3,077,159 643,752 458,973 1,834,000 100,274 40,160
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,019,811 $ 885,779 $ 470,917 $ 2,299,336 $ 324,175 $ 39,604
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 134
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
NB
--------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends from mutual funds $ 292,143 $ 127,305 $ 76,287 $ 35,420 $ 53,131
Less valuation period deductions
(Note B) 50,116 13,218 9,400 8,882 18,616
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 242,027 114,087 66,887 26,538 34,515
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 86,478 (16,561) (22,601) 3,867 121,773
Net unrealized gains (losses) on
investments 557,274 (29,330) 65,061 443 521,100
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 643,752 (45,891) 42,460 4,310 642,873
----------- ----------- ---------- ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 885,779 $ 68,196 $ 109,347 $ 30,848 $ 677,388
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 135
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Alger
---------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 56,842 $ 7,668 $ 10,435 $ 37,109 $ 1,630
Less valuation period deductions
(Note B) 44,898 18,457 7,398 16,087 2,956
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 11,944 (10,789) 3,037 21,022 (1,326)
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 62,058 8,187 9,936 22,907 21,028
Net unrealized gains (losses) on
investments 396,915 58,340 89,398 227,107 22,070
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 458,973 66,527 99,334 250,014 43,098
----------- ----------- ---------- ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 470,917 $ 55,738 $ 102,371 $ 271,036 $ 41,772
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 136
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fidelity
-------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
------------- ------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 593,973 $ 9,800 $ 109,786 $ 27,966 $ 246,349 $ 200,072
Less valuation period deductions
(Note B) 128,637 3,818 25,455 16,972 35,006 47,386
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 465,336 5,982 84,331 10,994 211,343 152,686
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 97,833 7,905 9,661 34,235 -- 46,032
Net unrealized gains (losses) on
investments 1,736,167 63,068 273,435 238,529 -- 1,161,135
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 1,834,000 70,973 283,096 272,764 -- 1,207,167
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,299,336 $ 76,955 $ 367,427 $ 283,758 $ 211,343 $ 1,359,853
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 137
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
INVESCO
-----------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 238,653 $ 25,285 $ 93,816 $ 114,676 $ 4,876
Less valuation period deductions
(Note B) 14,752 3,402 4,272 6,357 721
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 223,901 21,883 89,544 108,319 4,155
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 143,358 28,264 30,929 82,830 1,335
Net unrealized gains (losses) on
investments (43,084) 10,956 (7,082) (53,402) 6,444
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 100,274 39,220 23,847 29,428 7,779
----------- ----------- ---------- ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 324,175 $ 61,103 $ 113,391 $ 137,747 $ 11,934
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 138
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
Van Eck
----------------------------------------
Total Worldwide Worldwide
Van Eck Balanced Hard Assets
----------------------------------------
INVESTMENT INCOME
Dividends from mutual funds $ 2,168 $ 169 $ 1,999
Less valuation period deductions
(Note B) 2,724 1,304 1,420
---------- ---------- ----------
Net investment income (loss) (556) (1,135) 579
---------- ---------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 12,125 2,984 9,141
Net unrealized gains (losses) on
investments 28,035 19,343 8,692
---------- ---------- ----------
Net realized and unrealized gains
(losses) on investments 40,160 22,327 17,833
---------- ---------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 39,604 $ 21,192 $ 18,412
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 139
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck AIM
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ 16,007,172 $ 3,982,203 $ 4,326,660 $ 5,972,694 $ 1,463,539 $ 178,227 $ 83,849
Net realized gains (losses) on
investments 8,536,274 347,823 1,685,294 6,403,348 355,780 (260,570) 4,599
Net unrealized gains (losses) on
investments 18,766,977 (2,323,636) 5,825,800 15,230,082 248,681 (368,037) 154,087
------------ ----------- ----------- ------------ ----------- ---------- ----------
Increase (decrease) in net assets
from operations 43,310,423 2,006,390 11,837,754 27,606,124 2,068,000 (450,380) 242,535
------------ ----------- ----------- ------------ ----------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 128,820,440 12,563,792 13,089,164 92,335,231 8,092,294 875,501 1,864,458
Cost of insurance and
administrative charges (14,458,798) (2,063,802) (2,525,683) (8,200,381) (1,481,570) (108,634) (78,728)
Benefit payments (306,862) (11,220) (26,492) (259,989) (9,161) -- --
Surrenders (10,842,736) (725,767) (859,454) (8,654,377) (586,533) (15,198) (1,407)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (3,936,799) 8,461,193 4,831,250 (25,231,056) 6,011,967 216,552 1,773,295
Other (41,582) (87,331) (18,626) 54,208 9,107 1,060 --
------------ ----------- ----------- ------------ ----------- ---------- ----------
Increase (decrease) from principal
transactions 99,233,663 18,136,865 14,490,159 50,043,636 12,036,104 969,281 3,557,618
------------ ----------- ----------- ------------ ----------- ---------- ----------
Total increase (decrease) in net assets 142,544,086 20,143,255 26,327,913 77,649,760 14,104,104 518,901 3,800,153
Net assets at beginning of year 162,486,020 26,924,496 28,100,608 90,636,169 15,526,649 1,298,098 --
------------ ----------- ----------- ------------ ----------- ---------- ----------
Net assets at end of year $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
============ =========== =========== ============ =========== ========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 140
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
NB
-----------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------- --------------- ------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 3,982,203 $ 322,085 $1,526,449 $ 133,352 $2,000,317
Net realized gains (losses) on
investments 347,823 10,003 (264,148) (53,894) 655,862
Net unrealized gains (losses) on
investments (2,323,636) 59,369 (81,576) (60,954) (2,240,475)
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets
from operations 2,006,390 391,457 1,180,725 18,504 415,704
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 12,563,792 3,839,599 2,578,265 31,593 6,114,335
Cost of insurance and
administrative charges (2,063,802) (492,782) (393,894) (14,839) (1,162,287)
Benefit payments (11,220) -- -- -- (11,220)
Surrenders (725,767) (15,922) (419,497) (3,243) (287,105)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 8,461,193 5,212,588 513,663 (894,126) 3,629,068
Other (87,331) (31,757) 3,226 (31,566) (27,234)
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 18,136,865 8,511,726 2,281,763 (912,181) 8,255,557
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 20,143,255 8,903,183 3,462,488 (893,677) 8,671,261
Net assets at beginning of year 26,924,496 6,675,166 5,563,672 893,677 13,791,981
----------- ----------- ---------- ----------- ----------
Net assets at end of year $47,067,751 $15,578,349 $9,026,160 $ -- $22,463,242
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 141
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Alger
----------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
----------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 4,326,660 $ 1,585,785 $ 539,729 $ 2,083,336 $ 117,810
Net realized gains (losses) on
investments 1,685,294 186,963 316,932 915,872 265,527
Net unrealized gains (losses) on
investments 5,825,800 166,990 1,022,340 3,099,428 1,537,042
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets
from operations 11,837,754 1,939,738 1,879,001 6,098,636 1,920,379
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 13,089,164 4,154,774 2,573,424 5,298,963 1,062,003
Cost of insurance and
administrative charges (2,525,683) (803,988) (473,224) (989,260) (259,211)
Benefit payments (26,492) (14,248) (12,244) -- --
Surrenders (859,454) (196,345) (376,263) (216,867) (69,979)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 4,831,250 (35,168) 528,261 3,094,366 1,243,791
Other (18,626) (504) (14,286) 1,597 (5,433)
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 14,490,159 3,104,521 2,225,668 7,188,799 1,971,171
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 26,327,913 5,044,259 4,104,669 13,287,435 3,891,550
Net assets at beginning of year 28,100,608 10,459,112 5,115,538 9,616,179 2,909,779
----------- ----------- ---------- ----------- ----------
Net assets at end of year $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 142
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Fidelity
-------------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 5,972,694 $ 745,317 $ $ 886,122 $ 713,205 $ 1,147,434
2,480,616
Net realized gains (losses) on
investments 6,403,348 20,247 1,534,000 298,379 -- 4,550,722
Net unrealized gains (losses) on
investments 15,230,082 315,702 4,444,805 707,398 -- 9,762,177
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from operations 27,606,124 1,081,266 8,459,421 1,891,899 713,205 15,460,333
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 92,335,231 2,713,832 8,443,426 5,709,711 55,421,815 20,046,447
Cost of insurance and
administrative charges (8,200,381) (490,838) (1,358,671) (939,010) (1,769,895) (3,641,967)
Benefit payments (259,989) -- (8,890) (8,379) (240,733) (1,987)
Surrenders (8,654,377) (652,157) (2,494,098) (438,536) (2,335,262) (2,734,324)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (25,231,056) 1,440,884 1,798,160 2,169,798 (48,429,964) 17,790,066
Other 54,208 7,219 (14,128) (29,375) 39,827 50,665
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 50,043,636 3,018,940 6,365,799 6,464,209 2,685,788 31,508,900
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 77,649,760 4,100,206 14,825,220 8,356,108 3,398,993 46,969,233
Net assets at beginning of year 90,636,169 6,137,073 18,074,922 12,225,779 15,013,259 39,185,136
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 143
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
INVESCO
-------------------------------------------------------------------------------------------
Small
Total Total Industrial Company
INVESCO Return Income High Yield Utilities Growth
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 1,463,539 $ 271,636 $ 453,496 $ 720,665 $ 18,328 $ (586)
Net realized gains (losses) on
investments 355,780 136,473 342,342 (151,382) 35,245 (6,898)
Net unrealized gains (losses) on
investments 248,681 73,689 359,519 (541,125) 282,500 74,098
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from operations 2,068,000 481,798 1,155,357 28,158 336,073 66,614
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 8,092,294 2,104,849 3,170,236 2,297,048 435,105 85,056
Cost of insurance and
administrative charges (1,481,570) (425,176) (567,563) (389,895) (87,692) (11,244)
Benefit payments (9,161) -- (9,161) -- -- --
Surrenders (586,533) (56,509) (192,220) (329,292) (8,210) (302)
Net transfers among divisions
(including the loan division and
Guaranteed interest division in
the general account) 6,011,967 2,955,200 1,315,595 931,519 201,017 608,636
Other 9,107 556 22,617 (18,840) 4,856 (82)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 12,036,104 4,578,920 3,739,504 2,490,540 545,076 682,064
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 14,104,104 5,060,718 4,894,861 2,518,698 881,149 748,678
Net assets at beginning of year 15,526,649 3,044,610 5,958,144 5,364,084 1,159,811 --
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 144
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Van Eck
-------------------------------------------------------------------------------------------
Worldwide Worldwide Worldwide
Total Worldwide Hard Worldwide Emerging Real
Van Eck Balanced Assets Bonds Markets Estate
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 178,227 $ 44,624 $ 135,776 $ (212) $ (1,736) $ (225)
Net realized gains (losses) on
investments (260,570) 4,682 (162,110) 130 (101,436) (1,836)
Net unrealized gains (losses) on
investments (368,037) (23,403) (395,698) 3,953 47,140 (29)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from operations (450,380) 25,903 (422,032) 3,871 (56,032) (2,090)
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 875,501 (1,347) 571,430 129,336 137,102 38,980
Cost of insurance and
administrative charges (108,634) (9,423) (86,867) (1,544) (7,777) (3,023)
Benefit payments -- -- -- -- -- --
Surrenders (15,198) (3,105) (11,871) -- -- (222)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 216,552 (399,466) 111,286 74,151 387,960 42,621
Other 1,060 90 1,059 (7) (97) 15
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 969,281 (413,251) 585,037 201,936 517,188 78,371
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 518,901 (387,348) 163,005 205,807 461,156 76,281
Net assets at beginning of year 1,298,098 387,348 910,750 -- -- --
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 145
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
AIM
---------------------------------------
Total Capital Government
AIM Appreciation Securities
---------------------------------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ 83,849 $ 24,053 $ 59,796
Net realized gains (losses) on
investments 4,599 (3,315) 7,914
Net unrealized gains (losses) on
investments 154,087 119,225 34,862
---------- ---------- ----------
Increase (decrease) in net assets
from operations 242,535 139,963 102,572
---------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 1,864,458 329,635 1,534,823
Cost of insurance and
administrative charges (78,728) (28,940) (49,788)
Benefit payments -- -- --
Surrenders (1,407) (1,407) --
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 1,773,295 765,185 1,008,110
Other -- -- --
---------- ---------- ----------
Increase (decrease) from principal
transactions 3,557,618 1,064,473 2,493,145
---------- ---------- ----------
Total increase (decrease) in net assets 3,800,153 1,204,436 2,595,717
Net assets at beginning of year -- -- --
---------- ---------- ----------
Net assets at end of year $3,800,153 $1,204,436 $2,595,717
========== ========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 146
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 3,345,072 $ 543,430 $ 181,965 $ 1,633,324 $ 972,193 $ 14,160
Net realized gains (losses) on
investments 3,199,375 406,286 894,818 1,320,426 523,956 53,889
Net unrealized gains (losses) on
investments 10,643,150 2,273,595 1,647,989 6,476,412 298,662 (53,508)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets from
operations 17,187,597 3,223,311 2,724,772 9,430,162 1,794,811 14,541
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 104,747,260 5,555,766 6,944,048 89,309,110 2,683,620 254,716
Cost of insurance and
administrative charges (8,284,944) (957,887) (1,466,664) (5,155,026) (614,145) (91,222)
Benefit payments (406,386) (20,591) (63,369) (322,263) (163) --
Surrenders (1,977,696) (146,698) (412,252) (1,294,484) (112,699) (11,563)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (6,642,529) 8,721,432 9,006,938 (32,708,946) 7,796,299 541,748
Other 5,891 9,817 11,046 (21,999) 11,180 (4,153)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 87,441,596 13,161,839 14,019,747 49,806,392 9,764,092 689,526
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 104,629,193 16,385,150 16,744,519 59,236,554 11,558,903 704,067
Net assets at beginning of year 57,856,827 10,539,346 11,356,089 31,399,615 3,967,746 594,031
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $162,486,020 $26,924,496 $28,100,608 $90,636,169 $15,526,649 $ 1,298,098
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 147
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
NB
------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 543,430 $ 122,942 $ 158,538 $ 61,720 $ 200,230
Net realized gains (losses) on
investments 406,286 (20,056) 14,997 25,762 385,583
Net unrealized gains (losses) on
investments 2,273,595 159,151 533,906 26,882 1,553,656
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets from
operations 3,223,311 262,037 707,441 114,364 2,139,469
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 5,555,766 1,332,125 1,158,704 324,257 2,740,680
Cost of insurance and
administrative charges (957,887) (163,472) (219,117) (62,075) (513,223)
Benefit payments (20,591) -- -- -- (20,591)
Surrenders (146,698) (3,761) (71,838) (792) (70,307)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 8,721,432 2,758,363 2,141,068 (1,023,987) 4,845,988
Other 9,817 (2,202) 11,700 (6,404) 6,723
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 13,161,839 3,921,053 3,020,517 (769,001) 6,989,270
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 16,385,150 4,183,090 3,727,958 (654,637) 9,128,739
Net assets at beginning of year 10,539,346 2,492,076 1,835,714 1,548,314 4,663,242
----------- ----------- ---------- ----------- ----------
Net assets at end of year $26,924,496 $ 6,675,166 $5,563,672 $ 893,677 $13,791,981
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 148
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Alger
------------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
--------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 181,965 $ 167,785 $ 27,807 $ 376 $ (14,003)
Net realized gains (losses) on
investments 894,818 114,651 228,363 237,727 314,077
Net unrealized gains (losses) on
investments 1,647,989 483,518 246,489 970,056 (52,074)
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets from
operations 2,724,772 765,954 502,659 1,208,159 248,000
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 6,944,048 2,630,863 1,276,492 2,334,377 702,316
Cost of insurance and
administrative charges (1,466,664) (526,742) (299,891) (479,902) (160,129)
Benefit payments (63,369) -- (62,593) (776) --
Surrenders (412,252) (255,386) (74,317) (58,850) (23,699)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 9,006,938 3,518,384 1,419,061 2,796,911 1,272,582
Other 11,046 (6,069) 19,072 2,082 (4,039)
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 14,019,747 5,361,050 2,277,824 4,593,842 1,787,031
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 16,744,519 6,127,004 2,780,483 5,802,001 2,035,031
Net assets at beginning of year 11,356,089 4,332,108 2,335,055 3,814,178 874,748
----------- ----------- ---------- ----------- ----------
Net assets at end of year $28,100,608 $10,459,112 $5,115,538 $ 9,616,179 $2,909,779
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 149
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fidelity
-----------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
-----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 1,633,324 $ 177,599 $ 183,570 $ 391,160 $ 657,285 $ 223,710
Net realized gains (losses) on
investments 1,320,426 33,000 662,436 332,544 -- 292,446
Net unrealized gains (losses) on
investments 6,476,412 350,408 1,347,793 (305,456) -- 5,083,667
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets from
operations 9,430,162 561,007 2,193,799 418,248 657,285 5,599,823
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 89,309,110 2,162,759 4,558,270 2,410,373 73,366,740 6,810,968
Cost of insurance and
administrative charges (5,155,026) (242,289) (813,161) (525,615) (2,213,630) (1,360,331)
Benefit payments (322,263) (20,969) (548) (1,233) (257,371) (42,142)
Surrenders (1,294,484) (92,218) (135,829) (91,869) (870,621) (103,947)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (32,708,946) 2,215,879 5,219,755 5,730,183 (63,929,591) 18,054,828
Other (21,999) 7,567 3,217 10,563 (35,219) (8,127)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 49,806,392 4,030,729 8,831,704 7,532,402 6,060,308 23,351,249
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 59,236,554 4,591,736 11,025,503 7,950,650 6,717,593 28,951,072
Net assets at beginning of year 31,399,615 1,545,337 7,049,419 4,275,129 8,295,666 10,234,064
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 90,636,169 $ 6,137,073 $18,074,922 $12,225,779 $15,013,259 $39,185,136
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 150
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
INVESCO
-------------------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
--------------- --------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 972,193 $ 63,540 $ 389,851 $ 495,891 $ 22,911
Net realized gains (losses) on
investments 523,956 46,241 116,951 269,799 90,965
Net unrealized gains (losses) on
investments 298,662 203,429 324,767 (253,231) 23,697
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets from
operations 1,794,811 313,210 831,569 512,459 137,573
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 2,683,620 517,831 1,250,551 835,890 79,348
Cost of insurance and
administrative charges (614,145) (133,107) (266,208) (177,612) (37,218)
Benefit payments (163) -- -- (163) --
Surrenders (112,699) (28,672) (37,810) (9,783) (36,434)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 7,796,299 1,498,300 2,804,344 2,695,587 798,068
Other 11,180 2,581 6,081 2,305 213
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 9,764,092 1,856,933 3,756,958 3,346,224 803,977
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 11,558,903 2,170,143 4,588,527 3,858,683 941,550
Net assets at beginning of year 3,967,746 874,467 1,369,617 1,505,401 218,261
----------- ----------- ---------- ----------- ----------
Net assets at end of year $15,526,649 $ 3,044,610 $5,958,144 $ 5,364,084 $1,159,811
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 151
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
Van Eck
--------------------------------------
Worldwide
Total Worldwide Hard
Van Eck Balanced Assets
---------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ 14,160 $ 5,677 $ 8,483
Net realized gains (losses) on
investments 53,889 37,785 16,104
Net unrealized gains (losses) on
investments (53,508) 4,122 (57,630)
---------- ---------- ----------
Increase (decrease) in net assets from
operations 14,541 47,584 (33,043)
---------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 254,716 65,167 189,549
Cost of insurance and
administrative charges (91,222) (44,774) (46,448)
Benefit payments -- -- --
Surrenders (11,563) (7,995) (3,568)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 541,748 (120) 541,868
Other (4,153) (319) (3,834)
---------- ---------- ----------
Increase (decrease) from principal
transactions 689,526 11,959 677,567
---------- ---------- ----------
Total increase (decrease) in net assets 704,067 59,543 644,524
Net assets at beginning of year 594,031 327,805 266,226
---------- ---------- ----------
Net assets at end of year $1,298,098 $ 387,348 $ 910,750
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 152
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
-----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 942,652 $ 242,027 $ 11,944 $ 465,336 $ 223,901 $ (556)
Net realized gains (losses) on
investments 401,852 86,478 62,058 97,833 143,358 12,125
Net unrealized gains (losses) on
investments 2,675,307 557,274 396,915 1,736,167 (43,084) 28,035
------------ ----------- ----------- ----------- ----------- -----------
Increase in net assets from
operations 4,019,811 885,779 470,917 2,299,336 324,175 39,604
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 44,534,972 2,246,849 2,646,310 38,833,137 609,861 198,815
Cost of insurance and
administrative charges (2,843,666) (378,501) (531,589) (1,733,703) (158,637) (41,236)
Benefit payments (9,641) -- (9,457) (184) -- --
Surrenders (139,851) (10,863) (32,300) (89,374) (5,730) (1,584)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (905,917) 3,446,134 6,535,350 (13,409,127) 2,217,943 303,783
Other (25,415) 4,193 (1,186) (29,113) 1,108 (417)
------------ ----------- ----------- ----------- ----------- -----------
Increase from principal
transactions 40,610,482 5,307,812 8,607,128 23,571,636 2,664,545 459,361
------------ ----------- ----------- ----------- ----------- -----------
Total increase in net assets 44,630,293 6,193,591 9,078,045 25,870,972 2,988,720 498,965
Net assets at beginning of year 13,226,534 4,345,755 2,278,044 5,528,643 979,026 95,066
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 57,856,827 $10,539,346 $11,356,089 $31,399,615 $ 3,967,746 $ 594,031
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 153
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
NB
---------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
---------------------------------------------------------------------------
INCREASE IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 242,027 $ 114,087 $ 66,887 $ 26,538 $ 34,515
Net realized gains (losses) on
investments 86,478 (16,561) (22,601) 3,867 121,773
Net unrealized gains (losses) on
investments 557,274 (29,330) 65,061 443 521,100
----------- ----------- ---------- ----------- ----------
Increase in net assets from
operations 885,779 68,196 109,347 30,848 677,388
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 2,246,849 317,539 634,087 372,680 922,543
Cost of insurance and
administrative charges (378,501) (74,422) (101,596) (56,065) (146,418)
Benefit payments -- -- -- -- --
Surrenders (10,863) (1,157) (2,385) (48) (7,273)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 3,446,134 398,684 433,683 368,389 2,245,378
Other 4,193 (272) (579) 41 5,003
----------- ----------- ---------- ----------- ----------
Increase from principal
transactions 5,307,812 640,372 963,210 684,997 3,019,233
----------- ----------- ---------- ----------- ----------
Total increase in net assets 6,193,591 708,568 1,072,557 715,845 3,696,621
Net assets at beginning of year 4,345,755 1,783,508 763,157 832,469 966,621
----------- ----------- ---------- ----------- ----------
Net assets at end of year $10,539,346 $ 2,492,076 $1,835,714 $ 1,548,314 $4,663,242
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 154
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Alger
---------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
---------------------------------------------------------------------
Increase (decrease) in net assets
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 11,944 $ (10,789) $ 3,037 $ 21,022 $ (1,326)
Net realized gains (losses) on
investments 62,058 8,187 9,936 22,907 21,028
Net unrealized gains (losses) on
investments 396,915 58,340 89,398 227,107 22,070
----------- ----------- ---------- ----------- ----------
Increase in net assets from
operations 470,917 55,738 102,371 271,036 41,772
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 2,646,310 792,375 410,528 1,189,559 253,848
Cost of insurance and
administrative charges (531,589) (209,010) (92,306) (193,812) (36,461)
Benefit payments (9,457) (4,658) -- -- (4,799)
Surrenders (32,300) (7,839) (10,926) (9,795) (3,740)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 6,535,350 2,581,122 1,649,714 1,717,965 586,549
Other (1,186) (3,605) 587 1,213 619
----------- ----------- ---------- ----------- ----------
Increase from principal
transactions 8,607,128 3,148,385 1,957,597 2,705,130 796,016
----------- ----------- ---------- ----------- ----------
Total increase in net assets 9,078,045 3,204,123 2,059,968 2,976,166 837,788
Net assets at beginning of year 2,278,044 1,127,985 275,087 838,012 36,960
----------- ----------- ---------- ----------- ----------
Net assets at end of year $11,356,089 $ 4,332,108 $2,335,055 $ 3,814,178 $ 874,748
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 155
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fidelity
-----------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
-----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 465,336 $ 5,982 $ 84,331 $ 10,994 $ 211,343 $ 152,686
Net realized gains (losses) on
investments 97,833 7,905 9,661 34,235 -- 46,032
Net unrealized gains (losses) on
investments 1,736,167 63,068 273,435 238,529 -- 1,161,135
------------ ----------- ----------- ----------- ----------- -----------
Increase in net assets from
operations 2,299,336 76,955 367,427 283,758 211,343 1,359,853
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 38,833,137 202,285 1,158,382 537,007 36,012,540 922,923
Cost of insurance and
administrative charges (1,733,703) (59,703) (298,466) (145,781) (938,219) (291,534)
Benefit payments (184) -- -- -- -- (184)
Surrenders (89,374) (973) (9,215) (8,511) (56,983) (13,692)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (13,409,127) 1,199,005 4,485,230 2,637,971 (28,785,556) 7,054,223
Other (29,113) 277 (47) (13) (27,783) (1,547)
------------ ----------- ----------- ----------- ----------- -----------
Increase from principal
transactions 23,571,636 1,340,891 5,335,884 3,020,673 6,203,999 7,670,189
------------ ----------- ----------- ----------- ----------- -----------
Total increase in net assets 25,870,972 1,417,846 5,703,311 3,304,431 6,415,342 9,030,042
Net assets at beginning of year 5,528,643 127,491 1,346,108 970,698 1,880,324 1,204,022
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 31,399,615 $ 1,545,337 $ 7,049,419 $ 4,275,129 $ 8,295,666 $10,234,064
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 156
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
INVESCO
----------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
----------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 223,901 $ 21,883 $ 89,544 $ 108,319 $ 4,155
Net realized gains (losses) on
investments 143,358 28,264 30,929 82,830 1,335
Net unrealized gains (losses) on
investments (43,084) 10,956 (7,082) (53,402) 6,444
----------- ----------- ---------- ----------- ----------
Increase in net assets from
operations 324,175 61,103 113,391 137,747 11,934
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 609,861 199,674 243,848 121,818 44,521
Cost of insurance and
administrative charges (158,637) (45,283) (55,233) (48,934) (9,187)
Benefit payments -- -- -- -- --
Surrenders (5,730) (2,038) (2,171) (1,386) (135)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 2,217,943 506,505 810,269 750,404 150,765
Other 1,108 943 (126) 277 14
----------- ----------- ---------- ----------- ----------
Increase from principal
transactions 2,664,545 659,801 996,587 822,179 185,978
----------- ----------- ---------- ----------- ----------
Total increase in net assets 2,988,720 720,904 1,109,978 959,926 197,912
Net assets at beginning of year 979,026 153,563 259,639 545,475 20,349
----------- ----------- ---------- ----------- ----------
Net assets at end of year $ 3,967,746 $ 874,467 $1,369,617 $ 1,505,401 $ 218,261
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 157
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
Van Eck
-----------------------------------------
Total Worldwide Worldwide
Van Eck Balanced Hard Assets
-----------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ (556) $ (1,135) $ 579
Net realized gains (losses) on
investments 12,125 2,984 9,141
Net unrealized gains (losses) on
investments 28,035 19,343 8,692
---------- ---------- ----------
Increase in net assets from
operations 39,604 21,192 18,412
---------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 198,815 135,181 63,634
Cost of insurance and
administrative charges (41,236) (29,480) (11,756)
Benefit payments -- -- --
Surrenders (1,584) (1,584) --
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 303,783 126,152 177,631
Other (417) (468) 51
---------- ---------- ----------
Increase from principal
transactions 459,361 229,801 229,560
---------- ---------- ----------
Total increase in net assets 498,965 250,993 247,972
Net assets at beginning of year 95,066 76,812 18,254
---------- ---------- ----------
Net assets at end of year $ 594,031 $ 327,805 $ 266,226
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine 158
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements
December 31, 1998
NOTE A. ORGANIZATION
Security Life Separate Account L1 (the "Separate Account") was established by
resolution of the Board of Directors of Security Life of Denver Insurance
Company (the "Company") on November 3, 1993. The Separate Account is organized
as a unit investment trust registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.
The Separate Account supports the operations of the FirstLine and Strategic
Advantage Variable Universal Life ("FirstLine and FirstLine ") policies
offered by the Company. The Separate Account may be used to support other
variable life policies as they are offered by the Company. The assets of the
Separate Account are the property of the Company. However, the portion of the
Separate Account's assets attributable to the policies will not be used to
satisfy liabilities arising out of any other operations of the Company.
As of December 31, 1998, the Separate Account offered twenty-three investment
divisions available to the policyholders, each of which invests in an
independently managed mutual fund portfolio ("Fund"). The Funds are as follows:
PORTFOLIO MANAGERS/PORTFOLIOS (FUNDS)
Neuberger Berman Management Incorporated (NB)
Neuberger Berman Limited Maturity Bond Portfolio
Neuberger Berman Growth Portfolio
Neuberger Berman Partners Portfolio
Fred Alger Management, Inc. (Alger)
Alger American Small Capitalization Portfolio
Alger American MidCap Growth Portfolio
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Fidelity Management & Research Company (Fidelity)
Fidelity Investments VIP II Asset Manager Portfolio
Fidelity Investments VIP Growth Portfolio
Fidelity Investments VIP Overseas Portfolio
Fidelity Investments VIP Money Market Portfolio
Fidelity Investments VIP II Index 500 Portfolio
- --------------------------------------------------------------------------------
FirstLine 159
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE A. ORGANIZATION (CONTINUED)
INVESCO Funds Group, Inc. (INVESCO)
INVESCO VIF Total Return Portfolio
INVESCO VIF Industrial Income Portfolio
INVESCO VIF High Yield Portfolio
INVESCO VIF Utilities Portfolio
INVESCO VIF Small Company Growth Portfolio
Van Eck Associates Corporation (Van Eck)
Van Eck Worldwide Hard Assets Portfolio (formerly known as "Van Eck Gold
and Natural Resources Portfolio")
Van Eck Worldwide Real Estate Portfolio
Van Eck Worldwide Emerging Markets Portfolio
Van Eck Worldwide Bond Portfolio
AIM Advisors, Inc. (AIM)
AIM VI - Capital Appreciation Portfolio
AIM VI - Government Securities Portfolio
Effective May 1, 1997, the Divisions of the Separate Account investing in the
Neuberger Berman Government Income Portfolio and the Van Eck Worldwide Balanced
Portfolio stopped accepting new investments. These divisions were discontinued
during 1998.
Effective February 19, 1998, six new divisions became available to the
policyholders for investment in the following funds:
Van Eck Associates Corporation (Van Eck)
Van Eck Worldwide Real Estate Portfolio
Van Eck Worldwide Emerging Markets Portfolio
Van Eck Worldwide Bond Portfolio
AIM Advisors, Inc. (AIM)
AIM VI - Capital Appreciation Portfolio
AIM VI - Government Securities Portfolio
INVESCO Funds Group, Inc. (INVESCO)
INVESCO VIF Small Company Growth Portfolio
- --------------------------------------------------------------------------------
FirstLine 160
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE A. ORGANIZATION (CONTINUED)
The FirstLine and FirstLine policies allow the policyholders to specify the
allocation of their net premium to the various Funds. They can also transfer
their account values among the Funds. The FirstLine and Strategic Advantage
products also provide the policyholders the option to allocate their net
premiums, or to transfer their account values, to a Guaranteed Interest Division
("GID") in the Company's general account. The GID guarantees a rate of interest
to the policyholder, and it is not variable in nature. Therefore, it is not
included in these Separate Account statements.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of the Separate Account have been prepared
on the basis of generally accepted accounting principles ("GAAP"). The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The significant accounting principles followed by the Separate Account and the
methods of applying those principles are presented below or in the footnotes
which follow:
INVESTMENT VALUATION--The investments in shares of the Funds are valued at the
closing net asset value (market value) per share as determined by the Funds on
the day of measurement.
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME--The investments in shares
of the Funds are accounted for on the date the order to buy or sell is
confirmed. Dividend income and distributions of capital gains are recorded on
the ex-dividend date. Realized gains and losses from sales transactions are
reported using the first-in, first-out ("FIFO") method of accounting for cost.
The difference between cost and current market value of investments owned on the
day of measurement is recorded as unrealized gain or loss on investment.
VALUATION PERIOD DEDUCTIONS--Charges are made directly against the assets of the
Separate Account divisions and are reflected daily in the computation of the
unit values of the divisions.
- --------------------------------------------------------------------------------
FirstLine 161
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A daily deduction, at an annual rate of .75% of the daily asset value of the
Separate Account divisions, is charged to the Separate Account for mortality and
expense risks assumed by the Company. Total mortality and expense charges for
the years ended December 31, 1998, 1997 and 1996 were $1,740,661; $813,630 and
$241,127, respectively.
POLICYHOLDER RESERVES--Policyholder reserves are recorded in the Separate
Account at the aggregate account values of the policyholders invested in the
Separate Account divisions. To the extent that benefits to be paid to the
policyholders exceed their account values, the Company will contribute
additional funds to the benefit proceeds.
- --------------------------------------------------------------------------------
FirstLine 162
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE C. INVESTMENTS
Fund shares are purchased at net asset value with net premiums (premium
payments, less sales and tax loads charged by the Company) and divisional
transfers from other divisions. Fund shares are redeemed for the payment of
benefits, for surrenders, for transfers to other divisions, and for charges by
the Company for certain cost of insurance and administrative charges. The cost
of insurance and administrative charges for the years ended December 31, 1998,
1997 and 1996 were $14,458,798; $8,284,944 and $2,843,666, respectively.
Dividends made by the Funds are reinvested in the Funds.
The following is a summary of Fund shares owned as of December 31, 1998:
<TABLE>
<CAPTION>
Number Net Value
of Asset of Shares Cost of
FUND Shares Value at Market Shares
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 1,127,232.206 $13.82 $ 15,578,349 $ 15,334,595
Growth 343,330.535 $26.29 9,026,160 8,510,696
Government Income -- $11.14 -- --
Partners 1,186,647.771 $18.93 22,463,242 22,570,797
Fred Alger Management, Inc.:
American Small Capitalization 352,589.754 $43.97 15,503,371 14,851,950
American MidCap Growth 319,369.785 $28.87 9,220,207 7,858,579
American Growth 430,357.281 $53.22 22,903,614 18,608,688
American Leveraged AllCap 194,880.482 $34.90 6,801,329 5,293,171
Fidelity Management & Research Co.:
Asset Manager 563,726.801 $18.16 10,237,279 9,501,494
Growth 733,232.497 $44.87 32,900,142 26,845,882
Overseas 1,026,528.069 $20.05 20,581,887 19,913,166
Money Market 18,412,252.400 $1.00 18,412,252 18,412,252
Index 500 609,942.422 $141.25 86,154,369 70,067,500
INVESCO Funds Group, Inc.:
Total Return 488,861.727 $16.58 8,105,328 7,814,990
Industrial Income 583,181.351 $18.61 10,853,005 10,163,306
High Yield 696,358.875 $11.32 7,882,782 8,752,765
Utilities 114,789.679 $17.78 2,040,960 1,727,429
Small Company Growth 64,989.440 $11.52 748,678 674,581
Van Eck Associates Corporation:
Worldwide Balanced -- $12.03 -- --
Worldwide Hard Assets 116,712.440 $9.20 1,073,755 1,517,809
Worldwide Bond 16,759.491 $12.28 205,807 201,853
Worldwide Emerging Markets 64,769.133 $7.12 461,156 414,017
Worldwide Real Estate 7,995.940 $9.54 76,281 76,310
AIM Advisors, Inc.:
Capital Appreciation 47,795.065 $25.20 1,204,436 1,085,211
Government Securities 232,175.030 $11.18 2,595,717 2,560,855
----------------- -----------------
Total $305,030,106 $272,757,896
================= =================
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 163
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE C. INVESTMENTS (CONTINUED)
For the year ended December 31, 1998, the cost of purchases (plus reinvested
dividends) and sales of investments are as follows:
<TABLE>
<CAPTION>
Beginning End
FUND of Year Purchases Sales of Year
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond $6,490,167 $11,289,258 ($2,444,830) $15,334,595
Growth 4,895,677 7,029,074 (3,414,055) 8,510,696
Government Income 833,365 137,502 (970,867) --
Partners 11,515,832 13,300,529 (2,245,564) 22,570,797
Fred Alger Management, Inc.:
American Small Capitalization 10,791,047 8,512,969 (4,452,066) 14,851,950
American MidCap Growth 4,680,691 5,007,799 (1,829,911) 7,858,579
American Growth 8,426,205 12,330,367 (2,147,884) 18,608,688
American Leveraged AllCap 2,939,669 4,357,148 (2,003,646) 5,293,171
Fidelity Management & Research Co.:
Asset Manager 5,638,123 5,278,809 (1,415,438) 9,501,494
Growth 16,477,099 23,941,147 (13,572,364) 26,845,882
Overseas 12,237,937 23,905,882 (16,230,653) 19,913,166
Money Market 14,300,455 74,696,311 (70,584,514) 18,412,252
Index 500 32,789,297 45,050,855 (7,772,652) 70,067,500
INVESCO Funds Group, Inc.:
Total Return 2,812,500 5,585,718 (583,228) 7,814,990
Industrial Income 5,602,678 5,964,437 (1,403,809) 10,163,306
High Yield 4,793,052 10,924,985 (6,965,272) 8,752,765
Utilities 1,129,569 919,214 (321,354) 1,727,429
Small Company Growth -- 775,726 (101,145) 674,581
Van Eck Associates Corporation:
Worldwide Balanced 364,193 72,504 (436,697) --
Worldwide Hard Assets 959,451 1,175,104 (616,746) 1,517,809
Worldwide Bond -- 222,604 (20,751) 201,853
Worldwide Emerging Markets -- 771,909 (357,892) 414,017
Worldwide Real Estate -- 95,356 (19,046) 76,310
AIM Advisors, Inc.
Capital Appreciation -- 1,174,137 (88,926) 1,085,211
Government Securities -- 2,744,143 (183,288) 2,560,855
--------------- ------------ -------------- ------------
Total $147,677,007 $265,263,487 ($140,182,598) $272,757,896
=============== ============ ============== ============
</TABLE>
Aggregate proceeds from sales of investments for the year ended December 31,
1998 were $148,718,872.
- --------------------------------------------------------------------------------
FirstLine 164
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE D. OTHER POLICY DEDUCTIONS
The FirstLine and FirstLine products provide for certain deductions for sales
and tax loads from premium payments received from the policyholders and for
surrender charges and taxes from amounts paid to policyholders. Such deductions
are taken before the purchase of divisional units or after the redemption of
divisional units of the Separate Account. Such deductions are not included in
the Separate Account financial statements.
NOTE E. POLICY LOANS
The FirstLine and FirstLine policies allow the policyholders to borrow against
their policies by using them as collateral for a loan. At the time of borrowing
against the policies, an amount equal to the loan amount is transferred from the
Separate Account divisions to a Loan Division in the Company's General Account
to secure the loan. As payments are made on the policy loan, amounts are
transferred back from the Loan Division to the Separate Account divisions.
Interest is credited to the balance in the Loan Division at a fixed rate. The
Loan Division is not variable in nature and is not included in these Separate
Account statements.
NOTE F. FEDERAL INCOME TAXES
The Separate Account is not taxed separately because the operations of the
Separate Account are part of the total operations of the Company. The Company is
taxed as a life insurance company under the Internal Revenue Code. The Separate
Account is not taxed as a "Regulated Investment Company" under subchapter "M" of
the Internal Revenue Code.
- --------------------------------------------------------------------------------
FirstLine 165
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE G. SUMMARY OF CHANGES IN UNITS
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1998:
<TABLE>
<CAPTION>
(Decrease)
for
Outstanding Increase Withdrawals Outstanding
At Beginning for Payments and Other At End
Division of Year Received Deductions of Year
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 552,985.394 801,233.327 (108,659.600) 1,245,559.121
Growth 316,146.084 250,854.619 (119,514.327) 447,486.376
Government Income 75,811.559 58.537 (75,870.096) --
Partners 626,285.721 455,096.290 (95,083.993) 986,298.018
Fred Alger Management, Inc.:
American Small Capitalization 648,733.740 333,770.247 (143,811.569) 838,692.418
American MidCap Growth 288,809.482 167,037.228 (53,314.238) 402,532.472
American Growth 569,990.309 442,313.190 (88,607.433) 923,696.066
American Leveraged AllCap 148,542.639 102,168.282 (29,068.475) 221,642.446
Fidelity Management & Research Co.:
Asset Manager 410,906.106 270,972.780 (81,623.673) 600,255.213
Growth 983,842.388 614,542.294 (304,904.344) 1,293,480.338
Overseas 950,328.899 861,220.218 (381,889.210) 1,429,659.907
Money Market 1,303,059.881 5,059,561.984 (4,836,217.466) 1,526,404.399
Index 500 1,863,056.104 1,617,935.444 (265,001.029) 3,215,990.519
INVESCO Funds Group, Inc.:
Total Return 184,042.238 307,178.543 (40,663.565) 450,557.216
Industrial Income 297,553.033 216,644.366 (40,580.647) 473,616.752
High Yield 333,501.857 283,205.205 (129,848.414) 486,858.648
Utilities 78,118.685 41,701.114 (9,440.183) 110,379.616
Small Company Growth -- 71,535.065 (4,028.624) 67,506.441
Van Eck Associates Corporation:
Worldwide Balanced 32,139.282 190.627 (32,329.909) --
Worldwide Hard Assets 77,046.773 68,491.375 (13,024.324) 132,513.824
Worldwide Bond -- 18,882.425 (226.108) 18,656.317
Worldwide Emerging Markets -- 105,064.405 (37,710.110) 67,354.295
Worldwide Real Estate -- 9,848.072 (1,082.840) 8,765.232
AIM Advisors, Inc.:
Capital Appreciation -- 108,895.839 (3,437.972) 105,457.867
Government Securities -- 261,432.015 (15,281.953) 246,150.062
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 166
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1997:
<TABLE>
<CAPTION>
(Decrease)
for
Outstanding Increase Withdrawals Outstanding
At Beginning for Payments and Other At End
Division of Year Received Deductions of Year
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 218,725.891 334,572.082 (312.579) 552,985.394
Growth 133,567.983 187,433.957 (4,855.856) 316,146.084
Government Income 142,773.403 30,012.660 (96,974.504) 75,811.559
Partners 275,892.457 354,159.052 (3,765.788) 626,285.721
Fred Alger Management, Inc.:
American Small Capitalization 297,073.322 368,659.345 (16,998.927) 648,733.740
American MidCap Growth 150,480.473 143,410.236 (5,081.227) 288,809.482
American Growth 282,175.287 292,019.948 (4,204.926) 569,990.309
American Leveraged AllCap 53,044.470 96,743.489 (1,245.320) 148,542.639
Fidelity Management & Research Co.:
Asset Manager 123,908.168 294,115.342 (7,117.404) 410,906.106
Growth 470,285.667 522,440.765 (8,884.044) 983,842.388
Overseas 367,948.109 589,863.772 (7,482.982) 950,328.899
Money Market 753,707.969 6,017,484.702 (5,468,132.790) 1,303,059.881
Index 500 640,890.650 1,227,420.261 (5,254.807) 1,863,056.104
INVESCO Funds Group, Inc.:
Total Return 64,490.483 121,436.060 (1,884.305) 184,042.238
Industrial Income 87,035.356 212,619.908 (2,102.231) 297,553.033
High Yield 108,999.107 225,144.290 (641.540) 333,501.857
Utilities 18,008.490 63,007.328 (2,897.133) 78,118.685
Van Eck Associates Corporation:
Worldwide Balanced 29,808.787 5,838.562 (3,508.067) 32,139.282
Worldwide Hard Assets 21,966.093 55,323.208 (242.528) 77,046.773
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 167
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1996:
<TABLE>
<CAPTION>
(Decrease)
for
Outstanding Increase Withdrawals Outstanding
at Beginning or Payments and Other at End
Division of Year Received Deductions of Year
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 162,009.578 57,300.933 (584.620) 218,725.891
Growth 60,162.107 74,132.806 (726.930) 133,567.983
Government Income 77,187.706 65,930.987 (345.290) 142,773.403
Partners 73,535.288 203,456.199 (1,099.030) 275,892.457
Fred Alger Management, Inc.:
American Small Capitalization 80,027.266 218,770.486 (1,724.430) 297,073.322
American MidCap Growth 19,692.860 131,814.883 (1,027.270) 150,480.473
American Growth 69,805.233 214,057.614 (1,687.560) 282,175.287
American Leveraged AllCap 2,494.731 51,210.999 (661.260) 53,044.470
Fidelity Management & Research Co.:
Asset Manager 11,627.088 112,576.840 (295.760) 123,908.168
Growth 102,248.988 369,855.299 (1,818.620) 470,285.667
Overseas 93,906.733 275,584.696 (1,543.320) 367,948.109
Money Market 178,653.159 3,174,656.740 (2,599,601.930) 753,707.969
Index 500 91,903.027 551,031.963 (2,044.340) 640,890.650
INVESCO Funds Group, Inc.:
Total Return 12,602.664 52,659.359 (771.540) 64,490.483
Industrial Income 20,026.102 67,339.104 (329.850) 87,035.356
High Yield 45,708.358 63,646.889 (356.140) 108,999.107
Utilities 1,879.859 16,197.511 (68.880) 18,008.490
Van Eck Associates Corporation:
Worldwide Balanced 7,739.274 22,412.363 (342.850) 29,808.787
Worldwide Hard Assets 1,765.913 20,257.020 (56.840) 21,966.093
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 168
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE H. NET ASSETS
Net assets at December 31, 1998 consisted of the following:
<TABLE>
<CAPTION>
Accumulated Net
Accumulated Net Realized Unrealized
Investment Gains Gains
Principal Income (Losses) On (Losses) On
Division Transactions (Loss) Investments Investments Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond $ 14,798,256 $ 554,555 $ (18,215) $ 243,753 $ 15,578,349
Growth 7,028,181 1,750,191 (267,675) 515,463 9,026,160
Government Income (197,709) 219,245 (21,536) - -
Partners 19,164,868 2,232,497 1,173,430 (107,553) 22,463,242
Fred Alger Management, Inc.:
American Small Capitalization 12,782,408 1,740,285 329,258 651,420 15,503,371
American MidCap Growth 6,729,922 570,025 558,634 1,361,626 9,220,207
American Growth 15,328,177 2,102,491 1,178,019 4,294,927 22,903,614
American Leveraged AllCap 4,597,430 102,339 593,403 1,508,157 6,801,329
Fidelity Management & Research Co.:
Asset Manager 8,511,070 928,642 61,784 735,783 10,237,279
Growth 21,880,758 2,745,144 2,220,029 6,054,211 32,900,142
Overseas 17,959,130 1,286,196 667,842 668,719 20,581,887
Money Market 16,762,206 1,650,046 - - 18,412,252
Index 500 63,645,284 1,521,424 4,900,792 16,086,869 86,154,369
INVESCO Funds Group, Inc.:
Total Return 7,241,724 359,909 213,358 290,337 8,105,328
Industrial Income 8,730,383 941,544 491,379 689,699 10,853,005
High Yield 7,183,287 1,366,993 202,483 (869,981) 7,882,782
Utilities 1,554,382 45,485 127,560 313,533 2,040,960
Small Company Growth 682,064 (586) (6,898) 74,098 748,678
Van Eck Associates Corporation:
Worldwide Balanced (94,857) 49,411 45,446 - -
Worldwide Hard Assets 1,509,491 144,822 (136,502) (444,056) 1,073,755
Worldwide Bond 201,935 (212) 130 3,954 205,807
Worldwide Emerging Markets 517,189 (1,736) (101,436) 47,139 461,156
Worldwide Real Estate 78,370 (225) (1,836) (28) 76,281
AIM Advisors, Inc.:
Capital Appreciation 1,064,475 24,052 (3,314) 119,223 1,204,436
Government Securities 2,493,145 59,796 7,914 34,862 2,595,717
------------ ----------- ----------- ----------- ------------
Total $240,151,569 $20,392,333 $12,214,049 $32,272,155 $305,030,106
============ =========== =========== =========== ============
</TABLE>
- --------------------------------------------------------------------------------
FirstLine 169
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE I. YEAR 2000 (UNAUDITED)
The Company has initiated a program to prepare the Company's computer systems
and applications for the year 2000. This program includes all systems utilized
by the Company as well as the systems of other companies that interface with the
Company. The Company has completed an assessment and is in the process of
modifying portions of its software so that its computer systems will function
properly with respect to dates in the year 2000 and thereafter. Accordingly, the
Company does not expect the amounts required for this project to have a material
effect on its financial position.
The project is estimated to be completed no later than June 1999, which is prior
to any anticipated impact on its operating systems. The Company believes that
with modifications to existing software, and conversions to new software, the
Year 2000 will not pose significant operational problems for its computer
software systems. However, if such modifications and conversions are not made,
or are not completed in a timely manner, it could have a material impact on the
operations of the Company.
The Company has initiated formal communications and interface testing plans with
all of its suppliers and customers to determine the extent to which its
interface systems are vulnerable to those third parties' failure to have their
systems Year 2000 compatible and will act accordingly to prevent operational
disruptions.
- --------------------------------------------------------------------------------
FirstLine 170
<PAGE>
APPENDIX A
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
MALE NON-SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 12.574 25 6.095 50 2.671 75 1.396
1 12.681 26 5.904 51 2.589 76 1.372
2 12.341 27 5.717 52 2.509 77 1.349
3 11.996 28 5.533 53 2.433 78 1.328
4 11.655 29 5.354 54 2.360 79 1.307
5 11.316 30 5.179 55 2.290 80 1.288
6 10.979 31 5.008 56 2.223 81 1.270
7 10.644 32 4.843 57 2.159 82 1.253
8 10.311 33 4.682 58 2.097 83 1.236
9 9.982 34 4.527 59 2.038 84 1.221
10 9.660 35 4.376 60 1.982 85 1.207
11 9.345 36 4.231 61 1.928 86 1.195
12 9.041 37 4.091 62 1.877 87 1.183
13 8.750 38 3.955 63 1.828 88 1.172
14 8.476 39 3.825 64 1.781 89 1.161
15 8.218 40 3.699 65 1.736 90 1.151
16 7.973 41 3.577 66 1.694 91 1.141
17 7.740 42 3.461 67 1.654 92 1.131
18 7.517 43 3.348 68 1.615 93 1.120
19 7.301 44 3.240 69 1.579 94 1.109
20 7.091 45 3.136 70 1.544 95 1.097
21 6.886 46 3.036 71 1.511 96 1.083
22 6.684 47 2.939 72 1.480 97 1.069
23 6.484 48 2.847 73 1.450 98 1.054
24 6.288 49 2.757 74 1.422 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 171
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
MALE SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 10.511 25 4.963 50 2.267 75 1.330
1 10.508 26 4.811 51 2.205 76 1.312
2 10.203 27 4.661 52 2.145 77 1.295
3 9.897 28 4.515 53 2.088 78 1.280
4 9.597 29 4.371 54 2.034 79 1.265
5 9.301 30 4.231 55 1.982 80 1.251
6 9.007 31 4.094 56 1.933 81 1.238
7 8.718 32 3.962 57 1.886 82 1.225
8 8.433 33 3.834 58 1.841 83 1.213
9 8.153 34 3.710 59 1.798 84 1.202
10 7.879 35 3.590 60 1.757 85 1.191
11 7.613 36 3.475 61 1.717 86 1.182
12 7.356 37 3.363 62 1.680 87 1.173
13 7.109 38 3.256 63 1.644 88 1.164
14 6.876 39 3.153 64 1.610 89 1.155
15 6.654 40 3.054 65 1.577 90 1.147
16 6.456 41 2.959 66 1.547 91 1.138
17 6.269 42 2.869 67 1.518 92 1.129
18 6.091 43 2.782 68 1.490 93 1.120
19 5.919 44 2.698 69 1.464 94 1.109
20 5.752 45 2.619 70 1.438 95 1.097
21 5.590 46 2.542 71 1.414 96 1.083
22 5.430 47 2.469 72 1.391 97 1.069
23 5.272 48 2.399 73 1.369 98 1.054
24 5.117 49 2.331 74 1.349 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 172
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
FEMALE NON-SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 14.687 25 6.861 50 3.013 75 1.493
1 14.680 26 6.638 51 2.920 76 1.461
2 14.279 27 6.421 52 2.831 77 1.430
3 13.873 28 6.211 53 2.745 78 1.401
4 13.471 29 6.007 54 2.662 79 1.373
5 13.073 30 5.809 55 2.583 80 1.347
6 12.682 31 5.618 56 2.507 81 1.322
7 12.294 32 5.432 57 2.433 82 1.299
8 11.915 33 5.252 58 2.362 83 1.278
9 11.541 34 5.078 59 2.293 84 1.257
10 11.175 35 4.910 60 2.226 85 1.239
11 10.817 36 4.747 61 2.162 86 1.221
12 10.469 37 4.590 62 2.100 87 1.205
13 10.132 38 4.439 63 2.040 88 1.190
14 9.807 39 4.294 64 1.983 89 1.176
15 9.494 40 4.154 65 1.928 90 1.163
16 9.192 41 4.019 66 1.876 91 1.150
17 8.899 42 3.890 67 1.826 92 1.137
18 8.617 43 3.765 68 1.778 93 1.125
19 8.344 44 3.645 69 1.732 94 1.112
20 8.078 45 3.530 70 1.688 95 1.098
21 7.821 46 3.419 71 1.645 96 1.084
22 7.571 47 3.312 72 1.604 97 1.069
23 7.327 48 3.208 73 1.565 98 1.054
24 7.091 49 3.109 74 1.528 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 173
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
FEMALE SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 13.162 25 6.032 50 2.728 75 1.451
1 13.099 26 5.836 51 2.651 76 1.423
2 12.723 27 5.647 52 2.578 77 1.396
3 12.346 28 5.463 53 2.507 78 1.371
4 11.974 29 5.285 54 2.438 79 1.347
5 11.608 30 5.113 55 2.373 80 1.325
6 11.248 31 4.946 56 2.310 81 1.303
7 10.894 32 4.785 57 2.249 82 1.283
8 10.547 33 4.629 58 2.190 83 1.263
9 10.207 34 4.478 59 2.132 84 1.246
10 9.874 35 4.332 60 2.076 85 1.229
11 9.550 36 4.192 61 2.022 86 1.214
12 9.234 37 4.056 62 1.969 87 1.199
13 8.930 38 3.926 63 1.919 88 1.186
14 8.636 39 3.801 64 1.870 89 1.173
15 8.352 40 3.682 65 1.824 90 1.161
16 8.085 41 3.568 66 1.780 91 1.149
17 7.826 42 3.459 67 1.738 92 1.137
18 7.577 43 3.354 68 1.697 93 1.125
19 7.336 44 3.254 69 1.658 94 1.112
20 7.102 45 3.158 70 1.620 95 1.098
21 6.876 46 3.065 71 1.583 96 1.084
22 6.655 47 2.976 72 1.547 97 1.069
23 6.441 48 2.890 73 1.513 98 1.054
24 6.234 49 2.808 74 1.481 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 174
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
UNISEX 1 NON-SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 12.574 25 6.095 50 2.671 75 1.396
1 12.681 26 5.904 51 2.589 76 1.372
2 12.341 27 5.717 52 2.509 77 1.349
3 11.996 28 5.533 53 2.433 78 1.328
4 11.655 29 5.354 54 2.360 79 1.307
5 11.316 30 5.179 55 2.290 80 1.288
6 10.979 31 5.008 56 2.223 81 1.270
7 10.644 32 4.843 57 2.159 82 1.253
8 10.311 33 4.682 58 2.097 83 1.236
9 9.982 34 4.527 59 2.038 84 1.221
10 9.660 35 4.376 60 1.982 85 1.207
11 9.345 36 4.231 61 1.928 86 1.195
12 9.041 37 4.091 62 1.877 87 1.183
13 8.750 38 3.955 63 1.828 88 1.172
14 8.476 39 3.825 64 1.781 89 1.161
15 8.218 40 3.699 65 1.736 90 1.151
16 7.973 41 3.577 66 1.694 91 1.141
17 7.740 42 3.461 67 1.654 92 1.131
18 7.517 43 3.348 68 1.615 93 1.120
19 7.301 44 3.240 69 1.579 94 1.109
20 7.091 45 3.136 70 1.544 95 1.097
21 6.886 46 3.036 71 1.511 96 1.083
22 6.684 47 2.939 72 1.480 97 1.069
23 6.484 48 2.847 73 1.450 98 1.054
24 6.288 49 2.757 74 1.422 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 175
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
UNISEX 1 SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 10.511 25 4.963 50 2.267 75 1.330
1 10.508 26 4.811 51 2.205 76 1.312
2 10.203 27 4.661 52 2.145 77 1.295
3 9.897 28 4.515 53 2.088 78 1.280
4 9.597 29 4.371 54 2.034 79 1.265
5 9.301 30 4.231 55 1.982 80 1.251
6 9.007 31 4.094 56 1.933 81 1.238
7 8.718 32 3.962 57 1.886 82 1.225
8 8.433 33 3.834 58 1.841 83 1.213
9 8.153 34 3.710 59 1.798 84 1.202
10 7.879 35 3.590 60 1.757 85 1.191
11 7.613 36 3.475 61 1.717 86 1.182
12 7.356 37 3.363 62 1.680 87 1.173
13 7.109 38 3.256 63 1.644 88 1.164
14 6.876 39 3.153 64 1.610 89 1.155
15 6.654 40 3.054 65 1.577 90 1.147
16 6.456 41 2.959 66 1.547 91 1.138
17 6.269 42 2.869 67 1.518 92 1.129
18 6.091 43 2.782 68 1.490 93 1.120
19 5.919 44 2.698 69 1.464 94 1.109
20 5.752 45 2.619 70 1.438 95 1.097
21 5.590 46 2.542 71 1.414 96 1.083
22 5.430 47 2.469 72 1.391 97 1.069
23 5.272 48 2.399 73 1.369 98 1.054
24 5.117 49 2.331 74 1.349 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 176
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
UNISEX 2 NON-SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 12.943 25 6.234 50 2.733 75 1.418
1 13.032 26 6.037 51 2.649 76 1.392
2 12.683 27 5.845 52 2.568 77 1.368
3 12.327 28 5.657 53 2.490 78 1.345
4 11.975 29 5.473 54 2.415 79 1.323
5 11.626 30 5.294 55 2.343 80 1.303
6 11.278 31 5.120 56 2.275 81 1.283
7 10.934 32 4.950 57 2.209 82 1.265
8 10.593 33 4.786 58 2.146 83 1.247
9 10.256 34 4.627 59 2.085 84 1.231
10 9.926 35 4.474 60 2.027 85 1.216
11 9.604 36 4.325 61 1.972 86 1.202
12 9.292 37 4.182 62 1.918 87 1.190
13 8.994 38 4.043 63 1.868 88 1.178
14 8.710 39 3.910 64 1.819 89 1.166
15 8.443 40 3.782 65 1.773 90 1.155
16 8.188 41 3.658 66 1.729 91 1.144
17 7.945 42 3.539 67 1.687 92 1.133
18 7.712 43 3.424 68 1.647 93 1.122
19 7.487 44 3.314 69 1.609 94 1.110
20 7.267 45 3.208 70 1.573 95 1.097
21 7.053 46 3.106 71 1.538 96 1.084
22 6.843 47 3.007 72 1.506 97 1.069
23 6.637 48 2.912 73 1.475 98 1.054
24 6.433 49 2.821 74 1.445 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 177
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
UNISEX 2 SMOKER
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 10.942 25 5.143 50 2.347 75 1.361
1 10.931 26 4.984 51 2.282 76 1.341
2 10.616 27 4.828 52 2.221 77 1.323
3 10.298 28 4.675 53 2.162 78 1.306
4 9.985 29 4.526 54 2.105 79 1.289
5 9.677 30 4.380 55 2.052 80 1.274
6 9.373 31 4.239 56 2.000 81 1.259
7 9.072 32 4.102 57 1.951 82 1.244
8 8.777 33 3.969 58 1.904 83 1.230
9 8.487 34 3.841 59 1.859 84 1.217
10 8.203 35 3.717 60 1.816 85 1.205
11 7.927 36 3.597 61 1.774 86 1.194
12 7.660 37 3.481 62 1.735 87 1.183
13 7.405 38 3.371 63 1.697 88 1.173
14 7.161 39 3.264 64 1.660 89 1.163
15 6.930 40 3.162 65 1.626 90 1.153
16 6.721 41 3.064 66 1.594 91 1.143
17 6.523 42 2.970 67 1.563 92 1.133
18 6.334 43 2.880 68 1.534 93 1.122
19 6.152 44 2.794 69 1.505 94 1.110
20 5.975 45 2.711 70 1.478 95 1.097
21 5.803 46 2.632 71 1.452 96 1.084
22 5.634 47 2.556 72 1.427 97 1.069
23 5.468 48 2.484 73 1.404 98 1.054
24 5.305 49 2.414 74 1.382 99 1.040
100 1.000
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 178
<PAGE>
APPENDIX B
FACTORS FOR THE
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
FOR A LIFE INSURANCE POLICY
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
0 2.50 25 2.50 50 1.85 75 1.05
1 2.50 26 2.50 51 1.78 76 1.05
2 2.50 27 2.50 52 1.71 77 1.05
3 2.50 28 2.50 53 1.64 78 1.05
4 2.50 29 2.50 54 1.57 79 1.05
5 2.50 30 2.50 55 1.50 80 1.05
6 2.50 31 2.50 56 1.46 81 1.05
7 2.50 32 2.50 57 1.42 82 1.05
8 2.50 33 2.50 58 1.38 83 1.05
9 2.50 34 2.50 59 1.34 84 1.05
10 2.50 35 2.50 60 1.30 85 1.05
11 2.50 36 2.50 61 1.28 86 1.05
12 2.50 37 2.50 62 1.26 87 1.05
13 2.50 38 2.50 63 1.24 88 1.05
14 2.50 39 2.50 64 1.22 89 1.05
15 2.50 40 2.50 65 1.20 90 1.05
16 2.50 41 2.43 66 1.19 91 1.04
17 2.50 42 2.36 67 1.18 92 1.03
18 2.50 43 2.29 68 1.17 93 1.02
19 2.50 44 2.22 69 1.16 94 1.01
20 2.50 45 2.15 70 1.15 95 1.00
21 2.50 46 2.09 71 1.13 96 1.00
22 2.50 47 2.03 72 1.11 97 1.00
23 2.50 48 1.97 73 1.09 98 1.00
24 2.50 49 1.91 74 1.07 99 1.00
100 1.00
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine 179
<PAGE>
APPENDIX C
PERFORMANCE INFORMATION
POLICY PERFORMANCE
The following hypothetical illustrations demonstrate how the actual investment
experience of each division of the variable account affects the cash surrender
value, account value and death benefit of a policy. These hypothetical
illustrations are based on the actual historical return of each portfolio as if
a policy had been issued on the date indicated. Each portfolio's annual total
return is based on the total return calculated for each fiscal year. These
annual total return figures reflect the net portfolio's management fees after
any voluntary waiver and other operating expenses but do not reflect the policy
level or variable account asset-based charges and deductions, which if
reflected, would result in lower total return figures than those shown.
The illustrations are based on the payment of a $9,745 annual premium, paid at
the beginning of each year, for a hypothetical policy with a $500,000 target
death benefit, the cash value accumulation test, death benefit option 1, issued
to a non-smoker male, age 45. In each case, it is assumed that all premiums are
allocated to the division illustrated for the period shown. The benefits are
calculated for a specific date. The amount and timing of premium payments and
the use of other policy features, such as policy loans, would affect individual
policy benefits.
The amounts shown for the cash surrender values, account values and death
benefits take into account the charges against premiums, current cost of
insurance and monthly deductions, the daily charge against the variable account
for mortality and expense risks, and each portfolio's charges and expenses. SEE
CHARGES, DEDUCTIONS AND REFUNDS, PAGE 47. This prospectus also contains
illustrations based on assumed rates of return. SEE ILLUSTRATIONS OF DEATH
BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND ACCUMULATED PREMIUMS, PAGE 62.
- --------------------------------------------------------------------------------
FirstLine 180
<PAGE>
HYPOTHETICAL ILLUSTRATIONS
GROUP SPONSORED
Non-smoker Male Age 45 Cash Value Accumulation Test
Standard Risk Class Death Benefit Option 1
Stated Death Benefit $50,000 Annual Premium $9,745
- --------------------------------------------------------------------------------
AIM V.I. CAPITAL APPRECIATION FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/94 2.50% 8,167 8,717 500,000
12/31/95 35.69% 22,629 23,179 500,000
12/31/96 17.58% 36,133 36,683 500,000
12/31/97 13.51% 50,021 50,571 500,000
12/31/98 19.30% 68,906 69,456 500,000
AIM V.I. GOVERNMENT SECURITIES FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/94 (3.73)% 7,620 8,170 500,000
12/31/95 15.56% 18,517 19,067 500,000
12/31/96 2.29% 27,157 27,707 500,000
12/31/97 8.16% 38,019 38,569 500,000
12/31/98 7.66% 49,308 49,858 500,000
ALGER AMERICAN GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/90 4.14% 8,311 8,861 500,000
12/31/91 40.39% 23,643 24,193 500,000
12/31/92 12.38% 35,621 36,171 500,000
12/31/93 22.47% 53,423 53,973 500,000
12/31/94 1.45% 61,863 62,413 500,000
12/31/95 36.37% 94,868 95,418 500,000
12/31/96 13.35% 115,642 116,192 500,000
12/31/97 25.75% 154,300 154,781 500,000
12/31/98 48.07% 238,480 238,892 500,000
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/96 12.04% 9,004 9,554 500,000
12/31/97 19.68% 20,846 21,396 500,000
12/31/98 57.83% 46,050 46,600 500,000
The assumptions underlying these values are described in Performance
Information, page 180.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine 181
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
GROUP SPONSORED
Non-smoker Male Age 45 Cash Value Accumulation Test
Standard Risk Class Death Benefit Option 1
Stated Death Benefit $50,000 Annual Premium $9,745
- --------------------------------------------------------------------------------
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/94 (1.54)% 7,812 8,362 500,000
12/31/95 44.45% 23,641 24,191 500,000
12/31/96 11.90% 35,462 36,012 500,000
12/31/97 15.01% 49,931 50,481 500,000
12/31/98 30.30% 75,236 75,786 500,000
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 64.48% 13,617 14,167 500,000
12/31/90 8.71% 23,816 24,366 500,000
12/31/91 57.54% 50,588 51,138 500,000
12/31/92 3.55% 60,350 60,900 500,000
12/31/93 13.28% 76,950 77,500 500,000
12/31/94 (4.38)% 80,492 81,042 500,000
12/31/95 44.31% 126,988 127,538 500,000
12/31/96 4.18% 139,362 139,843 500,000
12/31/97 11.39% 162,690 163,103 500,000
12/31/98 15.53% 195,441 195,784 500,000
FIDELITY VIP GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 31.51% 10,715 11,265 500,000
12/31/90 (11.73)% 16,644 17,194 500,000
12/31/91 45.51% 36,336 36,886 500,000
12/31/92 9.32% 48,359 48,909 500,000
12/31/93 19.37% 66,984 67,534 500,000
12/31/94 (0.02)% 74,352 74,902 500,000
12/31/95 35.36% 110,820 111,370 500,000
12/31/96 14.71% 135,188 135,669 500,000
12/31/97 23.48% 175,352 175,764 500,000
12/31/98 39.49% 253,630 253,974 500,000
The assumptions underlying these values are described in Performance
Information, page 180.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine 182
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
GROUP SPONSORED
Non-smoker Male Age 45 Cash Value Accumulation Test
Standard Risk Class Death Benefit Option 1
Stated Death Benefit $50,000 Annual Premium $9,745
- --------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/89 9.12% 8,747 9,297 500,000
12/31/90 8.04% 18,460 19,010 500,000
12/31/91 6.09% 28,140 28,690 500,000
12/31/92 3.90% 37,496 38,046 500,000
12/31/93 3.23% 46,705 47,255 500,000
12/31/94 4.25% 56,659 57,209 500,000
12/31/95 5.87% 67,911 68,461 500,000
12/31/96 5.41% 79,366 79,847 500,000
12/31/97 5.51% 91,348 91,761 500,000
12/31/98 5.46% 103,739 104,083 500,000
FIDELITY VIP OVERSEAS PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 26.28% 10,255 10,805 500,000
12/31/90 (1.67)% 18,190 18,740 500,000
12/31/91 8.00% 28,375 28,925 500,000
12/31/92 (10.72)% 32,298 32,848 500,000
12/31/93 37.35% 55,409 55,959 500,000
12/31/94 1.72% 64,017 64,567 500,000
12/31/95 9.74% 78,422 78,972 500,000
12/31/96 13.15% 97,043 97,524 500,000
12/31/97 11.56% 116,176 116,589 500,000
12/31/98 12.81% 138,802 139,146 500,000
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/90 6.72% 8,537 9,087 500,000
12/31/91 22.56% 20,803 21,353 500,000
12/31/92 11.71% 32,266 32,816 500,000
12/31/93 21.23% 48,851 49,401 500,000
12/31/94 (6.09)% 52,948 53,498 500,000
12/31/95 16.96% 70,909 71,459 500,000
12/31/96 14.60% 89,757 90,307 500,000
12/31/97 20.65% 117,081 117,562 500,000
12/31/98 15.05% 142,677 143,090 500,000
The assumptions underlying these values are described in Performance
Information, page 180.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine 183
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
GROUP SPONSORED
Non-smoker Male Age 45 Cash Value Accumulation Test
Standard Risk Class Death Benefit Option 1
Stated Death Benefit $50,000 Annual Premium $9,745
- --------------------------------------------------------------------------------
FIDELITY VIP II INDEX 500 PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/93 9.74% 8,802 9,352 500,000
12/31/94 1.04% 17,263 17,813 500,000
12/31/95 37.19% 35,042 35,592 500,000
12/31/96 22.82% 52,875 53,425 500,000
12/31/97 32.82% 80,577 81,127 500,000
12/31/98 28.31% 112,951 113,501 500,000
INVESCO VIF-EQUITY INCOME FUND (formerly VIF-Industrial Income Portfolio)
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 29.25% 10,516 11,066 500,000
12/31/96 22.28% 23,146 23,696 500,000
12/31/97 28.17% 40,129 40,679 500,000
12/31/98 15.30% 55,379 55,929 500,000
INVESCO VIF-HIGH YIELD FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 19.76% 9,682 10,232 500,000
12/31/96 16.59% 21,067 21,617 500,000
12/31/97 17.33% 34,243 34,793 500,000
12/31/98 1.42% 42,699 43,249 500,000
INVESCO VIF-SMALL COMPANY GROWTH FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/98 16.38% 9,385 9,935 500,000
INVESCO VIF-TOTAL RETURN FUND
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/95 22.79% 9,948 10,498 500,000
12/31/96 12.18% 20,533 21,083 500,000
12/31/97 22.91% 35,267 35,817 500,000
12/31/98 9.56% 47,310 47,860 500,000
The assumptions underlying these values are described in Performance
Information, page 180.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine 184
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
GROUP SPONSORED
Non-smoker Male Age 45 Cash Value Accumulation Test
Standard Risk Class Death Benefit Option 1
Stated Death Benefit $50,000 Annual Premium $9,745
- --------------------------------------------------------------------------------
INVESCO VIF-UTILITIES FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 9.08% 8,744 9,294 500,000
12/31/96 12.76% 19,301 19,851 500,000
12/31/97 23.41% 33,912 34,462 500,000
12/31/98 25.48% 52,639 53,189 500,000
NEUBERGER BERMAN GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 29.47% 10,535 11,085 500,000
12/31/90 (8.19)% 17,183 17,733 500,000
12/31/91 29.73% 32,981 33,531 500,000
12/31/92 9.54% 44,825 45,375 500,000
12/31/93 6.79% 56,089 56,639 500,000
12/31/94 (4.99)% 60,369 60,919 500,000
12/31/95 31.73% 89,592 90,142 500,000
12/31/96 9.14% 105,637 106,118 500,000
12/31/97 29.01% 145,487 145,900 500,000
12/31/98 15.53% 175,740 176,084 500,000
NEUBERGER BERMAN LIMITED MATURITY BOND PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 10.77% 8,892 9,442 500,000
12/31/90 8.32% 18,666 19,216 500,000
12/31/91 11.34% 29,804 30,354 500,000
12/31/92 5.18% 39,700 40,250 500,000
12/31/93 6.63% 50,599 51,149 500,000
12/31/94 (0.15)% 58,072 58,622 500,000
12/31/95 10.94% 72,765 73,315 500,000
12/31/96 4.31% 83,540 84,021 500,000
12/31/97 6.74% 96,837 97,250 500,000
12/31/98 4.39% 108,357 108,701 500,000
NEUBERGER BERMAN PARTNERS PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 36.47% 11,151 11,701 500,000
12/31/96 29.57% 25,392 25,942 500,000
12/31/97 31.25% 44,030 44,580 500,000
12/31/98 4.21% 53,983 54,533 500,000
The assumptions underlying these values are described in Performance
Information, page 180.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine 185
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
GROUP SPONSORED
Non-smoker Male Age 45 Cash Value Accumulation Test
Standard Risk Class Death Benefit Option 1
Stated Death Benefit $50,000 Annual Premium $9,745
- --------------------------------------------------------------------------------
VAN ECK WORLDWIDE BOND FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/90 11.25% 8,934 9,484 500,000
12/31/91 18.39% 20,531 21,081 500,000
12/31/92 (5.25)% 26,973 27,523 500,000
12/31/93 7.79% 37,690 38,240 500,000
12/31/94 (1.32)% 44,794 45,344 500,000
12/31/95 17.30% 61,657 62,207 500,000
12/31/96 2.53% 70,808 71,358 500,000
12/31/97 2.38% 79,993 80,474 500,000
12/31/98 12.75% 98,383 98,796 500,000
VAN ECK WORLDWIDE EMERGING MARKETS FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/96 26.82% 10,302 10,852 500,000
12/31/97 (11.61)% 16,307 16,857 500,000
12/31/98 (34.15)% 15,726 16,276 500,000
VAN ECK WORLDWIDE HARD ASSETS FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/91 (2.93)% 7,691 8,241 500,000
12/31/92 (4.09)% 15,289 15,839 500,000
12/31/93 64.83% 39,082 39,632 500,000
12/31/94 (4.78)% 44,589 45,139 500,000
12/31/95 10.99% 58,074 58,624 500,000
12/31/96 18.04% 77,558 78,108 500,000
12/31/97 (1.67)% 83,338 83,888 500,000
12/31/98 (30.93)% 62,224 62,705 500,000
VAN ECK WORLDWIDE REAL ESTATE FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/98 (11.35)% 6,953 7,503 500,000
The assumptions underlying these values are described in Performance
Information, page 180.
*These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine 186
<PAGE>
Prospectus
FIRSTLINE II VARIABLE UNIVERSAL LIFE
A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by
SECURITY LIFE OF DENVER INSURANCE COMPANY
AND
SECURITY LIFE SEPARATE ACCOUNT L1
Consider carefully the policy charges, deductions, and refunds beginning on page
46 in this prospectus.
You should read this prospectus and keep it for future reference. A prospectus
for each underlying fund portfolio must accompany and should be read together
with this prospectus.
This policy is not available in all jurisdictions. This policy is not offered in
any jurisdiction where this type of offering is not legal. Depending on the
state where it is issued, policy features may vary. You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information that is different.
Replacing your existing life insurance policy(ies) with this policy may not be
beneficial to you.
Your Policy
o is a flexible premium variable universal life insurance policy;
o is issued by Security Life of Denver Insurance Company;
o is guaranteed not to lapse during the first three policy years if you
meet certain requirements; and
o is returnable by you during the free look period or right to examine
policy period if you are not satisfied.
YOUR POLICY PREMIUM PAYMENTS
o are flexible, so the premium amount and frequency may vary;
o are allocated to variable investment divisions and the guaranteed
interest division, based on your instructions;
o are invested in shares of the underlying investment portfolios under
each variable division; and
o can be invested in up to eighteen investment options over the policy's
lifetime.
YOUR ACCOUNT VALUE
o is the sum of your holdings in the variable divisions, the guaranteed
interest division and the loan division;
o has no guaranteed minimum cash value under the variable divisions. The
value varies with the value of the matching investment portfolio;
o has a minimum guaranteed rate of return if you have an amount in the
guaranteed interest division; and
o is subject to various expenses and charges, including possible
surrender charges.
DEATH PROCEEDS
o are paid if the policy is still in force when the insured person dies;
o are equal to the death benefit minus outstanding policy loans, accrued
loan interest and unpaid charges incurred before the insured person
dies;
o are calculated under your choice of options;
* Option 1- a fixed minimum death benefit
* Option 2- a stated death benefit plus your account value; and
o are generally not federally income taxed if your policy continues to
meet the federal income tax definition of life insurance.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DATE OF PROSPECTUS MAY 1, 1999
Form V-62-99
<PAGE>
ISSUED BY: Security Life of Denver UNDERWRITTEN BY: ING America Equities, Inc.
Insurance Company 1290 Broadway
Security Life Center Denver, CO 80203-5699
1290 Broadway (303) 860-2000
Denver, CO 80203-5699
(800) 525-9852
THROUGH ITS: Security Life Separate Account L1
ADMINISTERED BY: Customer Service Center
P.O. Box 173888
Denver, CO 80217-3888
(800) 848-6362
MASSACHUSETTS: Unisex Policies described in this prospectus will provide
policy values that do not differentiate on the basis of sex.
In addition, all unisex policies offered by this prospectus to
insure residents of Massachusetts will have premiums and
benefits which are based on actuarial tables that do not
differentiate on the basis of sex.
- --------------------------------------------------------------------------------
FirstLine II 2
<PAGE>
TABLE OF CONTENTS
POLICY SUMMARY.................................................................8
Your Policy...........................................................8
Free Look Period or Right to Examine Policy Period....................8
Your Policy Premiums..................................................8
Allocation of Net Premiums...................................8
Variable Divisions....................................................8
Policy Values.........................................................9
Your Account Value in the Variable Divisions.................9
Transfers of Account Value...........................................10
Special Policy Features..............................................10
Additional Benefits.........................................10
Dollar Cost Averaging.......................................10
Automatic Rebalancing.......................................10
Loans ...................................................10
Partial Withdrawals.........................................10
Persistency Refund..........................................10
Policy Modification, Termination and Continuation Features...........10
Right to Exchange Policy....................................10
Surrender...................................................10
Lapse ...................................................11
Reinstatement...............................................11
Continuation of Coverage....................................11
Death Benefits.......................................................11
Charges and Deductions...............................................11
Deductions from Premium.....................................11
Deductions from the Variable Divisions......................12
Monthly Deductions from Your Account Value..................12
Policy Transaction Fees.....................................12
Surrender Charges...........................................12
Tax Considerations...................................................12
INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE INVESTMENT OPTIONS
AND THE GUARANTEED INTEREST DIVISION.................................13
Security Life of Denver Insurance Company............................13
Year 2000 Preparedness...............................................13
Security Life Separate Account L1....................................14
Variable Account Structure..................................14
Order of Variable Account Liabilities.......................14
Variable Divisions..........................................14
Investment Portfolios.......................................14
Objectives of the Investment Portfolios..............................15
The Guaranteed Interest Division.....................................19
Maximum Number of Investment Divisions...............................20
DETAILED INFORMATION ABOUT THE FIRSTLINE II VARIABLE UNIVERSAL LIFE POLICY....20
Applying for a Policy................................................20
Policy Issuance.............................................20
Definition of Life Insurance Choice.........................20
Temporary Insurance..................................................20
Premiums ............................................................21
Scheduled Premiums..........................................21
Unscheduled Premium Payments................................21
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Minimum Annual Premium......................................22
Special Continuation Period.................................22
Allocation of Net Premiums..................................22
Premium Payments Affect Your Coverage................................23
Modified Endowment Contracts................................23
Death Benefits.......................................................23
Base Death Benefit..........................................24
Death Benefit Options.......................................25
Changes in Death Benefit Options............................25
Changes in Death Benefit Amounts............................26
Guaranteed Minimum Death Benefit............................27
Requirements to Maintain the Guarantee Period...............27
Additional Benefits..................................................28
Adjustable Term Insurance Rider.............................28
Additional Insured Rider....................................29
Right to Change Insured Rider...............................29
Waiver of Cost of Insurance Rider...........................29
Waiver of Specified Premium Rider...........................30
Special Features.....................................................30
Policy Maturity.............................................30
Right to Exchange Policy....................................30
Continuation of Coverage....................................30
Policy Values........................................................31
Account Value...............................................31
Net Account Value...........................................31
Cash Surrender Value........................................31
Net Cash Surrender Value....................................31
Determining the Value in the Variable Divisions.............31
How We Calculate Accumulation Unit Values for Each Division.32
Transfers of Account Value...........................................32
Excessive Trading...........................................32
Guaranteed Interest Division Transfers......................33
Dollar Cost Averaging................................................33
Changing Dollar Cost Averaging..............................33
Terminating Dollar Cost Averaging...........................34
Automatic Rebalancing................................................34
Changing Automatic Rebalancing..............................34
Terminating Automatic Rebalancing...........................34
Policy Loans.........................................................35
Loan Repayment..............................................35
Loans and Your Benefits.....................................35
Partial Withdrawals..................................................36
Partial Withdrawals under Death Benefit Option 1............36
Partial Withdrawals under Death Benefit Option 2............36
Stated Death Benefit and Target Death Benefit Reductions....36
Partial Withdrawal Mechanics................................37
Lapse................................................................37
Grace Period................................................37
If You Have the Guaranteed Minimum Death Benefit in Effect..37
Reinstatement........................................................39
Surrender............................................................39
General Policy Provisions............................................39
Free Look Period or Right to Examine Policy Period..........39
Your Policy.................................................40
Age.........................................................40
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Ownership...................................................40
Beneficiary(ies)............................................40
Collateral Assignment.......................................41
Incontestability............................................41
Misstatements of Age or Gender..............................41
Suicide ...................................................41
Transaction Processing......................................41
Notification and Claims Procedures..........................42
Telephone Privileges........................................42
Non-participation...........................................42
Distribution of the Policies................................43
Advertising Practices and Sales Literature..................43
Settlement Provisions.......................................43
Administrative Information About the Policy..........................45
Voting Privileges...........................................45
Material Conflicts..........................................45
Right to Change Operations..................................46
Reports to Owners...........................................46
CHARGES, DEDUCTIONS AND REFUNDS...............................................46
Deductions from Premiums.............................................47
Tax Charges.................................................47
Sales Charge................................................47
Daily Deductions from the Variable Account...........................47
Mortality and Expense Risk Charge...........................47
Monthly Deductions from Your Account Value...........................47
Policy Charge...............................................48
Monthly Administrative Charge...............................48
Cost of Insurance Charge....................................48
Guaranteed Issue............................................49
Charges for Additional Benefits.............................49
Changes in Monthly Charges..................................49
Continuation of Coverage Administrative Fee.................49
Policy Transaction Fees..............................................49
Partial Withdrawals.........................................49
Transfers...................................................49
Illustrations...............................................50
Premium Allocation Change...................................50
Persistency Refund...................................................50
Surrender Charge.....................................................50
Administrative Surrender Charge.............................51
Sales Surrender Charge......................................51
Calculation of Surrender Charge.............................52
Fees and Expenses of the Investment Portfolios.......................53
Investment Portfolio Annual Expenses........................54
Group or Sponsored Arrangements or Corporate Purchasers..............56
Other Charges........................................................56
TAX CONSIDERATIONS............................................................56
Tax Status of the Policy.............................................56
Diversification Requirements.........................................57
Tax Treatment of Policy Death Benefits...............................57
Modified Endowment Contracts.........................................58
Multiple Policies....................................................58
Distributions Other than Death Benefits from Modified Endowment
Contracts..........................................................58
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Distributions Other than Death Benefits from Policies That Are Not
Modified Endowment Contracts.......................................58
Investment in the Policy.............................................58
Policy Loans.........................................................59
Section 1035 Exchanges...............................................59
Tax-exempt Policy Owners.............................................59
Possible Tax Law Changes.............................................59
Changes to Comply with the Law.......................................59
Other ............................................................59
ILLUSTRATIONS.................................................................61
ADDITIONAL INFORMATION........................................................69
Directors and Officers...............................................69
Regulation...........................................................72
Legal Matters........................................................72
Legal Proceedings....................................................72
Experts ............................................................72
Registration Statement...............................................72
FINANCIAL STATEMENTS..........................................................73
APPENDIX A...................................................................174
APPENDIX B...................................................................177
APPENDIX C...................................................................178
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INDEX OF SPECIAL TERMS
The following special terms are used in this prospectus. We explain each term on
the page(s) listed in the body of this prospectus and in the summary, if
applicable:
Account value..................................................................9
Accumulation unit.............................................................31
Accumulation unit value.......................................................31
Adjustable term insurance rider...............................................23
Age.......................................................................20, 40
Base death benefit............................................................24
Beneficiary(ies)..............................................................11
Cash surrender value...........................................................9
Customer service center........................................................2
Continuation of coverage......................................................30
Death proceeds................................................................24
Free look period..............................................................39
General account...............................................................14
Guarantee period..............................................................27
Guarantee period annual premium...............................................27
Guaranteed interest division..................................................19
Guaranteed minimum death benefit..............................................27
Initial premium...............................................................20
Insured.......................................................................20
Investment date...............................................................20
Investment division...........................................................20
Loan division..................................................................9
Minimum annual premium........................................................22
Monthly processing date.......................................................22
Net account value..........................................................9, 31
Net amount at risk............................................................48
Net cash surrender value.......................................................9
Net premium................................................................8, 22
Owner......................................................................8, 40
Partial withdrawal.............................................................9
Policy.....................................................................8, 14
Policy date...................................................................20
Policy loan...................................................................35
Portfolios.................................................................9, 14
Rider.........................................................................10
Scheduled premium.............................................................21
Segment.......................................................................26
Special continuation period...................................................22
Stated death benefit..........................................................20
Surrender charge...............................................................9
Target death benefit..........................................................28
Target premium................................................................51
Total death benefit...........................................................28
Transaction date..............................................................31
Valuation date.................................................................9
Valuation period...........................................................9, 32
Variable account..............................................................14
Variable division(s)..........................................................14
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POLICY SUMMARY
THIS SUMMARY HIGHLIGHTS SOME OF THE IMPORTANT POINTS ABOUT YOUR POLICY. THE
POLICY IS MORE FULLY DESCRIBED IN THE ATTACHED, COMPLETE PROSPECTUS. PLEASE READ
THE PROSPECTUS CAREFULLY. "WE," "US," "OUR," AND THE "COMPANY" REFER TO SECURITY
LIFE OF DENVER INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE POLICY OWNER.
THE OWNER IS THE INDIVIDUAL, ENTITY, PARTNERSHIP, REPRESENTATIVE OR PARTY WHO
MAY EXERCISE ALL RIGHTS OVER THE POLICY AND RECEIVE THE POLICY BENEFITS DURING
THE INSURED PERSON'S LIFETIME.
ANY STATE VARIATIONS ARE COVERED IN A SPECIAL POLICY FORM FOR USE IN THAT STATE.
THIS PROSPECTUS PROVIDES A GENERAL DESCRIPTION OF THE POLICY. YOUR ACTUAL POLICY
AND ANY RIDERS ARE THE CONTROLLING DOCUMENTS. IF YOU WOULD LIKE TO REVIEW A COPY
OF THE POLICY AND RIDERS, CONTACT OUR CUSTOMER SERVICE CENTER.
YOUR POLICY
Your policy provides life insurance protection on the insured person. The policy
includes the basic policy, applications, and any riders or endorsements. As long
as the policy remains in force, we pay a death benefit at the death of the
insured person. While your policy is in force, you may access your policy value
by taking loans or partial withdrawals. You may also surrender your policy for
its net cash surrender value. When the insured person reaches age 100, the
policy can be surrendered or continued under the continuation of coverage
option. SEE CONTINUATION OF COVERAGE, PAGE 30.
Life insurance is not a short-term investment. You should evaluate your need for
life insurance coverage and this policy's long-term investment potential and
risks before purchasing a policy.
FREE LOOK PERIOD OR RIGHT TO EXAMINE POLICY PERIOD
You have the right to examine your policy and return it for a refund of premiums
paid or the account value, as specified by state law, if you are not satisfied
for any reason. The policy is then void. SEE FREE LOOK PERIOD OR RIGHT TO
EXAMINE POLICY PERIOD, PAGE 39.
YOUR POLICY PREMIUMS
The policy is a flexible premium policy because the amount and frequency of the
premium payments you make may vary within limits. You must make premium
payments:
o for us to issue your policy;
o sufficient to keep your policy in force; and
o as necessary to continue certain benefits.
On your application, you choose how much and how often you want to pay premiums.
Depending on your choices, it may not be enough to keep your policy or certain
riders in force. The amount of premium you pay affects the length of time your
policy stays in force. SEE PREMIUMS, PAGE 21.
ALLOCATION OF NET PREMIUMS
This policy has premium-based charges which are subtracted from your payments.
We add the balance, or the net premium, to your policy based on your investment
instructions. You may allocate the net premiums among one or more variable
divisions, the guaranteed interest division, or both. You may not invest in more
than eighteen investment divisions, including the guaranteed interest division,
over the life of your policy.
We apply net premium payments we have received from you to your policy after we:
o receive your initial premium;
o have the information we require;
o approve your policy application; and
o issue your policy.
You need to allocate your premiums to your investment choices in percentages
that are whole numbers and which total 100%. SEE ALLOCATION OF NET PREMIUMS,
PAGE 22.
VARIABLE DIVISIONS
Any amount you direct into the guaranteed interest division is credited with
interest at a fixed rate set by us. If you invest in any of the following
variable divisions, depending on market conditions, you may make or lose money.
The variable divisions are described in the prospectuses for the underlying
investment portfolios.
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Each variable division investment portfolio has its own investment objective.
SEE OBJECTIVES OF THE INVESTMENT PORTFOLIOS, PAGE 15.
AIM VARIABLE INSURANCE FUNDS
AIM V.I. Capital Appreciation Fund
AIM V.I. Government Securities Fund
THE ALGER AMERICAN FUND
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND & VARIABLE INSURANCE PRODUCTS FUND II
VIP Growth Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio
VIP II Asset Manager Portfolio
VIP II Index 500 Portfolio
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund (formerly,
INVESCO VIF-Industrial Income Portfolio)
INVESCO VIF-High Yield Fund
INVESCO VIF-Small Company Growth Fund
INVESCO VIF-Total Return Fund
INVESCO VIF-Utilities Fund
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger Berman AMT Growth Portfolio
Neuberger Berman AMT Limited Maturity Bond Portfolio
Neuberger Berman AMT Partners Portfolio
VAN ECK WORLDWIDE INSURANCE TRUST
Van Eck Worldwide Bond Fund
Van Eck Worldwide Emerging Markets Fund
Van Eck Worldwide Hard Assets Fund
Van Eck Worldwide Real Estate Fund
POLICY VALUES
Your policy account value is the amount you have in the guaranteed interest
division, plus the amount you have in each variable division. If you have
outstanding policy loans, your account value includes the amount in the loan
division. The loan division is part of our general account specifically designed
to hold money used as collateral for loans and loan interest. The general
account contains all of our assets other than those held in the variable
account, or our other separate accounts. Your account value reflects:
o net premiums;
o deductions for charges;
o the investment performance of the amounts
you have in the variable divisions;
o interest earned on the amount you have in
the guaranteed interest division;
o interest earned on the amount you have in
the loan division; and
o partial withdrawals.
We subtract charges and partial withdrawals you take from your account value.
You make a partial withdrawal when you withdraw part of your net cash surrender
value. Partial withdrawals may reduce the amount of base death benefit which may
trigger a surrender charge.
We may deduct a surrender charge from your account value in the event of:
o surrender;
o policy lapse;
o requested reductions in the stated death
benefit; or
o certain partial withdrawals.
SEE SURRENDER CHARGE, PAGE 50.
Your cash surrender value is equal to your account value minus any surrender
charge.
Your net cash surrender value is equal to the cash surrender value minus
outstanding policy loans and accrued loan interest, if any.
Your net account value is equal to the account value minus outstanding policy
loans and accrued loan interest, if any.
YOUR ACCOUNT VALUE IN THE VARIABLE DIVISIONS
Accumulation units are the way we measure value in the variable divisions.
Accumulation unit value is the value of a unit of a variable division on the
valuation date. Each variable division has a different accumulation unit value.
SEE DETERMINING THE VALUE IN THE VARIABLE DIVISIONS, PAGE 31.
On each valuation date, we determine the accumulation unit values. The
accumulation unit value for each variable division reflects the investment
performance of the matching investment portfolio during the valuation period.
The valuation period is the time beginning at 4:00 p.m. Eastern time on a
valuation date and ending at 4:00 p.m. Eastern
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time on the next valuation date. Each accumulation unit value reflects
asset-based charges under the policy, and the expenses of the investment
portfolios. SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION,
PAGE 32.
TRANSFERS OF ACCOUNT VALUE
You may make up to twelve free transfers among the variable divisions or to the
guaranteed interest division per policy year. We charge $25 for each transfer
over twelve you make in a policy year. This charge does not apply to any
automatic rebalancing or dollar cost averaging transfers: they are free. There
are restrictions on transfers to or from the guaranteed interest division. SEE
TRANSFERS OF ACCOUNT VALUE, PAGE 32.
SPECIAL POLICY FEATURES
ADDITIONAL BENEFITS
You may attach certain additional benefits to your policy by rider. A rider
changes benefits under your policy. In most cases, we deduct a monthly charge
from your account value for these benefits. SEE ADDITIONAL BENEFITS, PAGE 28.
DOLLAR COST AVERAGING
You may choose dollar cost averaging on your application or complete a customer
service form. Dollar cost averaging is a systematic plan of transferring account
values to selected investment divisions. It is intended to protect your policy's
value from short-term price fluctuations. However, dollar cost averaging does
not assure a profit, nor does it protect against a loss in a declining market.
Dollar cost averaging is free. SEE DOLLAR COST AVERAGING, PAGE 33.
AUTOMATIC REBALANCING
You may choose automatic rebalancing on your policy. Automatic rebalancing
periodically reallocates your net account value among the investment divisions
to maintain your specified distribution of account value among those divisions.
Automatic rebalancing is free. SEE AUTOMATIC REBALANCING, PAGE 34.
LOANS
You may take loans against your policy's net cash surrender value. We charge an
annual loan interest rate of 4.75%. We credit an annual interest rate of 4% on
amounts held in the loan division as collateral for your loan. Beginning in your
eleventh policy year, where permitted by law, we may include amounts in the loan
division for calculation of your policy's persistency refund. SEE POLICY LOANS,
PAGE 35.
PARTIAL WITHDRAWALS
You may withdraw part of your net cash surrender value any time after your first
policy year. You may make only one partial withdrawal per policy year. Partial
withdrawals may reduce the death benefit and will reduce your account value.
Surrender charges may apply. SEE PARTIAL WITHDRAWALS, PAGE 36.
PERSISTENCY REFUND
After your tenth policy anniversary, where permitted by state law, we credit
your account value with a persistency refund on every monthly processing date.
SEE PERSISTENCY REFUND, PAGE 50.
POLICY MODIFICATION, TERMINATION AND CONTINUATION FEATURES
RIGHT TO EXCHANGE POLICY
For 24 months after the policy date you can exchange your policy for a
guaranteed policy, unless state law requires differently. The right to exchange
your policy is free. SEE RIGHT TO EXCHANGE POLICY, PAGE 30.
SURRENDER
You may surrender your policy for its net cash surrender value at any time while
the insured person is living.
We calculate your net cash surrender value on the valuation date we receive your
request and policy at our customer service center. All insurance coverage ends
on the date we receive your request. You must return your policy or a lost
policy form to us. SEE SURRENDER, PAGE 39.
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LAPSE
In general, insurance coverage continues as long as your policy's net cash
surrender value is enough to pay the monthly deductions. However, your policy
and its riders are guaranteed not to lapse during the first three years of your
policy if the conditions of the special continuation period have been met. SEE
LAPSE, PAGE 37, AND SPECIAL CONTINUATION PERIOD, PAGE 22.
REINSTATEMENT
You may reinstate your policy and its riders within five years of its lapse if
you still own the policy and the insured person is still living.
You will need to give proof that the insured person continues to be insurable.
You will also need to pay required reinstatement premiums.
If the guaranteed minimum death benefit lapses and you do not correct it, this
feature terminates. Once it terminates, you cannot reinstate this feature.
We will reinstate any policy loans existing when coverage ended, with accrued
loan interest to the date of the lapse. SEE REINSTATEMENT, PAGE 39.
CONTINUATION OF COVERAGE
If the insured person is still living at age 100, you may either surrender your
policy or choose the continuation of coverage feature. If the continuation of
coverage feature becomes effective, we will deduct a one-time administrative fee
of $200 and keep your policy in force. SEE CONTINUATION OF COVERAGE, PAGE 30.
DEATH BENEFITS
At the insured person's death, we pay death proceeds to the beneficiary(ies) if
your policy is still in force. The beneficiary(ies) is(are) the person or people
you name to receive the death proceeds. The death proceeds equal the base death
benefit plus amounts payable by rider, minus the amount of any outstanding
policy loan and accrued loan interest. Based on the death benefit option you
have chosen, the base death benefit varies.
The base death benefit does not include any adjustable term insurance rider you
may have on your policy. The target death benefit includes any adjustable term
insurance rider you may have on your policy plus your base death benefit. The
total death benefit is at least equal to or greater than your target death
benefit. The death benefit at issue may vary from the stated death benefit plus
adjustable term insurance coverage for some 1035 exchanges.
The minimum stated death benefit to issue a policy is $50,000. However, we may
lower this minimum for group or sponsored arrangements, or corporate purchasers.
SEE DEATH BENEFIT, PAGE 23.
You may change your base death benefit amount while your policy is in force,
subject to certain restrictions. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 26.
CHARGES AND DEDUCTIONS
DEDUCTIONS FROM PREMIUM
We make the following deductions from each premium payment you make:
1. Tax charges -- We currently deduct a charge of 2.5% of premiums for
state and local taxes. We currently deduct a charge of 1.5% of each
premium to cover our estimated cost of the federal income tax treatment
of deferred acquisition costs. SEE TAX CHARGES, PAGE 47.
2. Sales charge-- We deduct a percentage of each premium to cover a
portion of our expenses in selling your policy. This charge is based on
the insured person's age when the policy becomes effective, or the date
of an increase in coverage or when a new segment is added. The initial,
or first segment, is the stated death benefit on the effective date of
the policy. An increase in the stated death benefit (other than one
caused by a death benefit option change) will cause a new segment to be
created.
Age of Sales Charge
Insured Person Percentage
-------------- ----------
0-49 2.25%
50-59 3.25%
60-85 4.25%
SEE DEDUCTIONS FROM PREMIUMS, PAGE 47.
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DEDUCTIONS FROM THE VARIABLE DIVISIONS
We assess a mortality and expense risk charge of 0.75% per year or 0.002055% per
day against the variable divisions. This charge compensates us for mortality and
expense risks under the policies. SEE DAILY DEDUCTIONS FROM THE VARIABLE
ACCOUNT, PAGE 47.
MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE
We deduct the following charges from your account value at the beginning of each
policy month:
1. Initial policy charge -- $10 per month for the first three policy
years.
2. Monthly administrative charge -- $3 per month plus $0.025 per $1,000 of
the stated death benefit, or of the target death benefit, if greater.
Currently, we limit the per $1,000 charge to $30 per month.
3. Cost of insurance charge -- Based on the net amount at risk on the life
of the insured person.
The amount of this charge differs for:
o the segments of the base death benefit; and
o the adjustable term insurance rider.
4. Charges for additional benefits -- The cost of additional benefits you
choose. The adjustable term insurance rider charge is included in the
cost of insurance charge.
SEE MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE 47.
POLICY TRANSACTION FEES
We deduct policy transaction fees from your account value at the time of the
transaction.
The following are the current transaction fees. SEE
POLICY TRANSACTION FEES, PAGE 49.
1. Partial withdrawal fee -- $25.
2. Transfer fee -- We allow twelve free transfers among investment
divisions per policy year. For each transfer beyond that, a $25 fee
applies.
3. Illustrations -- You may request one free illustration per policy year.
For each illustration beyond that, a $25 fee may apply.
4. Premium Allocation Change -- You may make five free premium allocation
changes per policy year. For each premium allocation change beyond
that, a $25 fee applies.
5. Continuation of Coverage -- We will charge a one-time $200
administrative fee when the insured person turns age 100 to activate
continued coverage.
SURRENDER CHARGES
During the first fourteen years of your policy or an additional segment, we
assess a surrender charge if you:
o surrender the policy;
o reduce the stated death benefit (other than by changing the death
benefit option);
o let your policy lapse; or
o take a partial withdrawal which reduces
your stated death benefit.
The charge is made up of the administrative surrender charge, plus the sales
surrender charge.
The administrative surrender charge is a fixed dollar amount per each $1,000 of
stated death benefit. It depends upon the insured person's age at the policy
date, or the effective date of each additional segment. The sales surrender
charge is never more than 50% of one base standard target premium. SEE SURRENDER
CHARGE, PAGE 50.
TAX CONSIDERATIONS
Under current federal income tax law, death benefits of life insurance policies
generally are not subject to income tax. In order for this treatment to apply,
the policy must qualify as a life insurance contract. We believe it is
reasonable to conclude that the policy will qualify as a life insurance
contract. SEE TAX STATUS OF THE POLICY, PAGE 56.
Assuming the policy qualifies as a life insurance contract, under current
federal income tax law, your account value earnings are generally not subject to
income tax as long as they remain within your policy. However depending on
circumstances, the following
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events may cause taxable consequences for you:
o partial withdrawals;
o surrender; or
o lapse.
In addition to the events listed above, if your policy is a modified endowment
contract, loans against or secured by the policy may cause income taxation. A
penalty tax may be imposed on a distribution from a modified endowment contract
as well. SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 58.
You should consult a qualified legal or tax adviser before you purchase your
policy.
INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE INVESTMENT OPTIONS
AND THE GUARANTEED INTEREST DIVISION
SECURITY LIFE OF DENVER INSURANCE COMPANY
Security Life of Denver Insurance Company ("Security Life") is a stock life
insurance company organized under the laws of the State of Colorado in 1929. Our
headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are
admitted to do business in the District of Columbia and all states except New
York. At the close of 1998, the company and its consolidated subsidiaries had
over $174.3 billion of life insurance in force. As of December 31, 1998 our
total assets were over $10.0 billion, and our shareholder's equity was over $926
million.
We have a complete line of life insurance products, including:
o annuities;
o individual life;
o group life;
o pension products; and
o market life reinsurance.
Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING").
ING is one of the world's three largest diversified financial services
organizations. ING is headquartered in Amsterdam, The Netherlands. It has
consolidated assets over $461.8 billion on a Dutch (modified U.S.) generally
accepted accounting principles basis, as of December 31, 1998.
The principal underwriter and distributor for our policies is ING America
Equities, Inc. ING America Equities is a stock corporation organized under the
laws of the State of Colorado in 1993. It is a wholly owned subsidiary of
Security Life and is a registered broker-dealer with the SEC and the NASD. ING
America Equities, Inc. is located at 1290 Broadway, Denver, Colorado 80203-5699.
YEAR 2000 PREPAREDNESS
Security Life of Denver Insurance Company is aware of the computer problems that
may exist surrounding the Year 2000. Our senior management projects information
processing and delivery systems to have a Year 2000 readiness interim target
completion date of June 29, 1999 with a final completion date of December 31,
1999.
The Year 2000 problem originates from the predominant use in computer programs
of a two-digit field to capture the year, for example 99 instead of 1999. When
we reach the year 2000 many of these programs will assume the year 00 is
actually 1900 rather than 2000. This incorrect assumption can lead to erroneous
results, false calculations or system failures. This is not only a computer
problem, but also applies to other machinery or equipment containing computer
chips which calculate dates for correct performance, the so-called "embedded
systems". That is why errors, ranging from telephone shutdown to other services
may occur as well. This potential risk is often referred to as the "Millennium
Bug" or the "Year 2000 problem".
The problem is made more complex by the many lines of code that can be affected
in a single system, the number of systems required to support business
activities and the interdependence of both the internal and external systems
involved in exchanging data. This is particularly true for the financial
services industry, where information is at the heart of the business and which
depends heavily on the uninterrupted transfer of data world-wide, bank-to- bank
and with clearing houses, exchanges and agencies. If the potential problems are
not addressed, this could in some cases result in business system failure. From
a financial perspective, this could, for
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<PAGE>
instance, lead to incorrect interest calculations or
over/under payments.
A project plan has been implemented and our project team has analyzed and
remediated our in-house source code. We completed the remediation in December,
1998. The project plan covers Security Life, ING America Equities, Inc.,
Midwestern United Life Insurance Company, and First ING Life Insurance Company
of New York. We will follow our normal project management methodology including
communication with senior management on a monthly and as-needed basis. Our
targeted completion date is scheduled for June 29, 1999, but there is no
assurance that Security Life will be successful, or that interaction with other
service providers will not impact our services at that time.
Security Life has completed an inventory and assessment of all vendor products.
We are in the process of verifying that each vendor product is Year 2000 ready.
Funds have been allocated for the 1999 efforts, and we believe we have
sufficient resources to ensure Year 2000 processing capabilities.
SECURITY LIFE SEPARATE ACCOUNT L1
VARIABLE ACCOUNT STRUCTURE
We established Security Life Separate Account L1 (the "variable account") on
November 3, 1993, under Colorado's insurance law. It is a unit investment trust,
registered with the SEC under the Investment Company Act of 1940. The SEC does
not supervise our management of the variable account or Security Life.
The variable account is a separate investment account. It is used to support our
variable life insurance policies and for other purposes allowed by law and
regulation. We keep the variable account assets separate from our general
account and other separate accounts. We may offer other variable life insurance
contracts with different benefits and charges that invest in the variable
account. We do not discuss these contracts in this prospectus. The variable
account may invest in other securities not available for the policy described in
this prospectus. The general account contains all of our assets other than those
held in the variable account (variable divisions) or other separate accounts.
The company owns all the assets in the variable account. We credit gains to or
charge losses against the variable account without regard to performance of
other investment accounts.
ORDER OF VARIABLE ACCOUNT LIABILITIES
State law provides that we may not charge general account liabilities against
variable account assets equal to its reserves and other liabilities. This means
that in the event we were ever to become insolvent, the variable account assets
will be used first to pay variable account policy claims. Only if assets remain
in the variable account after these claims have been satisfied can these assets
be used to pay other policy owners and our creditors.
The variable account may have liabilities from assets credited to other variable
life policies offered by the variable account. If the assets of the variable
account are greater than required reserves and policy liabilities, we may
transfer the excess to our general account.
VARIABLE DIVISIONS
The variable account has several divisions. Each division invests in shares of a
matching investment portfolio. This means that the investment performance of a
policy depends on the performance of the investment portfolios you choose. Each
investment portfolio has its own investment objective. These investment
portfolios are not available directly to individual investors. They are only
available as the underlying investments for variable annuity and variable life
insurance contracts and certain pension accounts.
INVESTMENT PORTFOLIOS
Each of the investment portfolios is a separate series of an open-end management
investment company. The investment company receives investment advice from a
registered investment adviser who is not associated with us.
The investment portfolios sell shares to separate accounts of insurance
companies. These insurance companies may or may not be affiliated with us. This
is known as "shared funding." Investment portfolios may sell shares as the
underlying investment for both variable annuity and variable life insurance
contracts. This process is known as "mixed funding."
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The investment portfolios may sell shares to certain qualified pension and
retirement plans that qualify under Section 401 of the Internal Revenue Code
("IRC"). As a result, a material conflict of interest may arise between
insurance companies, owners of different types of contracts and retirement
plans, or their participants.
If there is a material conflict, we will consider what should be done, including
removing the investment portfolio from the variable account. There are certain
risks with mixed and shared funding, and with selling shares to qualified
pension and retirement plans. See the investment portfolios' prospectuses.
OBJECTIVES OF THE INVESTMENT PORTFOLIOS
Each investment portfolio has a different investment objective that it tries to
achieve by following its own investment strategy. The objectives and policies of
each investment portfolio affect its return and its risks. With this prospectus,
you must receive the current prospectus for each investment portfolio. We
summarize the investment objectives for each investment portfolio here. You
should read each investment portfolio prospectus.
Certain investment portfolios offered under this policy have investment
objectives and policies similar to other funds managed by the portfolio's
investment adviser. The investment results of a portfolio may be higher or lower
than those of other funds managed by the same adviser. There is no assurance,
and no representation is made, that the investment results of any investment
portfolio will be comparable to those of another fund managed by the same
investment adviser.
Some investment portfolio advisers (or their affiliates) may pay us compensation
for servicing, administration or other expenses. Currently, these advisers
include A I M Advisors, Inc.; Fidelity Investments(R); Fred Alger Management,
Inc.; INVESCO Funds Group, Inc.; Neuberger Berman Management Inc.; and Van Eck
Global. The amount of compensation is usually based on the aggregate assets of
the investment portfolio from contracts that we issue or administer. Some
advisers may pay us more than others.
AIM VARIABLE INSURANCE FUNDS, INC.
AIM Variable Insurance Funds, Inc. is a registered, open-end, series, management
investment company. A I M Advisors, Inc., ("AIM") serves as each fund's
investment adviser. AIM has acted as an investment adviser since its
organization in 1976. Today, AIM, together with its subsidiaries, advises or
manages over 110 investment portfolios encompassing a broad range of investment
objectives.
AIM V.I. Capital Appreciation Fund -- seeks growth of capital through
investment in common stocks, with emphasis on medium- and small-sized
growth companies.
AIM V.I. Government Securities Fund -- seeks to achieve high current income
consistent with reasonable concern for safety of principal by investing in
debt securities issued, guaranteed or otherwise backed by the United States
Government.
THE ALGER AMERICAN FUND
The Alger American Fund is a registered investment company organized on April 6,
1988. It is a multi- series Massachusetts business trust. The Fund's investment
manager is Fred Alger Management, Inc., which has provided investment advisory
services since 1964.
Alger American Growth Portfolio -- seeks long-term capital appreciation.
The portfolio focuses on growing companies that generally have broad
product lines, markets, financial resources and depth of management. Under
normal circumstances, the portfolio invests primarily in equity securities
of large companies. The portfolio considers a large company to have a
market capitalization of $1 billion or greater.
Alger American Leveraged AllCap Portfolio -- seeks long-term capital
appreciation.
Under normal circumstances, the portfolio invests in the equity securities
of companies of any size which demonstrate promising growth potential.
The portfolio can leverage, that is, borrow money, to buy additional
securities. By borrowing money, the portfolio has the potential
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to increase its returns if the increase in the value of the securities
purchased exceeds the cost of borrowing, including interest paid for the
money borrowed.
Alger American MidCap Growth Portfolio -- seeks long-term capital appreciation.
The portfolio focuses on midsize companies with promising growth potential.
Under normal circumstances, the portfolio invests primarily in equity
securities of companies having a market capitalization within the range of
companies in the S&P(R) MidCap 400 Index.
Alger American Small Capitalization Portfolio -- seeks long-term capital
appreciation.
The portfolio focuses on small, fast-growing companies that offer
innovative products, services or technologies to a rapidly expanding
marketplace. Under normal circumstances, the portfolio invests primarily in
equity securities of small capitalization companies. A small capitalization
company is one that has a market capitalization within the range of the
Russell(R) 2000 Growth Index or the S&P(R) SmallCap 600 Index.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND
II
Fidelity Variable Insurance Products Fund ("VIP" established November 13, 1981)
and Variable Insurance Products Fund II ("VIP II" established March 21, 1988)
are open-end, diversified, management investment companies. These funds are
organized as Massachusetts business trusts.
Fidelity Management & Research Company ("FMR") manages and provides investment
and other services to the funds named here. However, Bankers Trust Company also
provides sub-advisory services for VIP II Index 500 Portfolio. FMR is the
management arm of Fidelity Investments(R), which was established in 1946, and is
one of America's largest mutual fund managers.
VIP Growth Portfolio -- seeks capital appreciation.
FMR's principal investment strategies include:
o Investing primarily in common stocks.
o Investing in companies that it believes have above-average growth
potential (stocks of these companies are often called "growth"
stocks).
o Investing in domestic and foreign issuers.
o Using fundamental analysis of each issuer's financial condition
and industry position and market and economic conditions to select
investments.
VIP Money Market Portfolio -- seeks as high a level of current income as is
consistent with the preservation of capital and liquidity.
FMR's principal investment strategies include:
o Investing in U.S. dollar-denominated money market securities,
including U.S. Government securities and repurchase agreements,
and entering into reverse repurchase agreements.
o Investing more than 25% of total assets in the financial services
industry.
o Investing in compliance with industry- standard requirements for
money market funds for the quality, maturity and diversification
of investments.
VIP Overseas Portfolio -- seeks long-term growth of capital.
FMR's principal investment strategies include:
o Investing at least 65% of total assets in foreign securities.
o Investing primarily in common stocks.
o Allocating investments across countries and regions considering
the size of the market in each country and region relative to the
size of the international market as a whole.
o Using fundamental analysis of each issuer's financial condition
and industry position and market and economic conditions to select
investments.
VIP II Asset Manager Portfolio -- seeks high total return with reduced risk
over the long term by allocating its assets among stocks, bonds, and
short-term instruments.
FMR's principal investment strategies include:
o Allocating the fund's assets among stocks, bonds, and short-term
and money market instruments.
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FirstLine II 16
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o Maintaining a neutral mix over time of 50% of assets in stocks,
40% of assets in bonds, and 10% of assets in short-term and money
market instruments.
o Adjusting allocation among asset classes gradually within the
following ranges: stock class (30 - 70%), bond class (20 - 60%),
and short-term/money market class (0 - 50%).
o Investing in domestic and foreign
issuers.
o Analyzing an issuer using fundamental and/or quantitative factors
and evaluating each security's current price relative to estimated
long-term value in selecting instruments.
VIP II Index 500 Portfolio -- seeks investment results that correspond to the
total return of common stocks publicly traded in the United States as
represented by the S&P(R) 500.
Bankers Trust Company (BT)'s principal investment strategies include:
o Investing at least 80% of assets in common stocks included in the
S&P(R) 500.
o Lending securities to earn income for the fund.
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO Variable Investment Funds, Inc. is a registered, open-end management
investment company. It was organized as a Maryland corporation on August 19,
1993. It is currently made up of ten diversified investment portfolios. Five of
these investment portfolios are described here.
INVESCO Funds Group, Inc. is the Funds' investment adviser. As the adviser, it
is mostly responsible for providing the portfolios with investment management,
various administrative services, and supervising the Fund's daily business
affairs.
INVESCO Capital Management, Inc. sub-advises the Total Return Fund. "VIF" refers
to INVESCO Variable Investment Fund. INVESCO Distributors, Inc. ("IDI"),
provides distribution services for the INVESCO Variable Investment Funds, Inc.
INVESCO VIF-Equity Income Fund (Formerly, INVESCO VIF-Industrial Income
Portfolio) -- seeks high current income, with growth of capital as a
secondary objective.
The fund normally invests at least 65% of its assets in dividend-paying
common and preferred stocks, although in recent years that percentage has
been somewhat higher. Stocks held by the fund generally are expected to
produce a relatively high level of income and a consistent, stable return.
Although it focuses on the stocks of larger companies with a strong record
of paying dividends, the fund also may invest in companies that have not
paid regular dividends. The fund's equity investments are limited to stocks
that can be traded easily in the United States; it may, however, invest in
foreign securities in the form of American Depository Receipts (ADRs).
The rest of the fund's assets are invested in debt securities, generally
corporate bonds that are rated investment grade or better. The fund also
may invest up to 15% of its assets in lower-grade debt securities commonly
known as "junk bonds", which generally offer higher interest rates, but are
riskier investments than investment grade securities.
INVESCO VIF-High Yield Fund -- seeks to provide a high level of current income.
It invests substantially all of its assets in lower- rated debt securities,
commonly called "junk bonds," and preferred stock, including securities
issued by foreign companies. Although these securities carry with them
higher risks, they generally provide higher yields-- and therefore higher
income--than higher-rated debt securities.
INVESCO VIF-Small Company Growth Fund -- seeks investment growth over the long
term.
The fund normally invests at least 80% of its assets in equity securities
of companies with market capitalizations of $1 billion or less. INVESCO
uses a bottom-up investment approach to the fund's investment portfolio,
focusing on companies that are in the developing stages of their life
cycles. Using this approach, INVESCO tries to identify companies that it
believes are undervalued in the marketplace, have earnings which may be
expected to grow faster than the U.S. economy in general, and/or offer the
potential for accelerated earnings
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growth due to rapid growth of sales, new products, management changes, or
structural changes in the economy. The prices of securities issued by these
small companies tend to rise and fall more rapidly than those of more
established companies.
The remainder of the fund's assets can be invested in a wide range of
securities that may or may not be issued by small companies. In addition to
equity securities, the fund can invest in foreign securities and debt
securities, including so-called "junk bonds."
INVESCO VIF-Total Return Fund -- seeks to provide high total return through both
growth and current income.
It normally invests at least 30% of its assets in common stocks of
companies with a strong history of paying regular dividends and 30% of its
assets in debt securities. Debt securities include obligations of the
United States Government and government agencies. The remaining 40% of the
fund is allocated among these and other investments at INVESCO's
discretion, based upon current business, economic and market conditions.
INVESCO VIF-Utilities Fund -- seeks capital appreciation and income.
The fund normally invests at least 80% of its assets in companies doing
business in the utilities economic sector. The remainder of the fund's
assets are not required to be invested in the utilities economic sector.
The fund is aggressively managed. Although the fund can invest in debt
securities, it primarily invests in equity securities that INVESCO believes
will rise in price faster than other investments, as well as options and
other investments whose value is based upon the values of equity
securities.
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger Berman Advisers Management Trust (the "Trust,") is a registered,
open-end management investment company. It was organized as a Delaware business
trust on May 23, 1994. The Trust is made up of separate portfolios
("Portfolios"), each of which invests all of its net investable assets in a
matching series ("Series") of Advisers Managers Trust ("Managers Trust").
Managers Trust is a diversified, open-end management investment company
organized as a New York common law trust on May 24, 1994.
This master feeder structure is different from that of many other investment
companies which directly purchase and manage their own securities portfolios.
Neuberger Berman Management Incorporated acts as investment manager to Managers
Trust. Neuberger Berman, LLC is the sub-adviser.
The investments for the Portfolio are managed by the same portfolio manager(s)
who manage one or more other mutual funds that have similar names, investment
objectives and investment styles as the Portfolio. You should be aware that the
Portfolio is likely to differ from the other mutual funds in size, cash flow
pattern and tax matters. Accordingly, the holdings and performance of the
Portfolio can be expected to vary from those of the other mutual funds.
Shares of the separate Portfolios of Neuberger Berman Advisers Management Trust
are sold only through the currently effective prospectus and are not available
to the general public. Shares of the AMT Portfolios may be purchased only by
life insurance companies to be used with their separate accounts which fund
variable annuity and variable life insurance policies.
Neuberger Berman Growth Portfolio -- seeks growth of capital. It invests mainly
in common mid-capitalization securities.
The portfolio managers currently focus on the securities of
mid-capitalization companies. The managers use a growth-oriented investment
approach. A growth-oriented approach seeks stocks of companies that are
fast-growing in emerging or rapidly evolving industries.
Neuberger Berman Limited Maturity Bond Portfolio -- seeks the highest available
current income consistent with liquidity and low risk to principal; total
return is secondary goal.
The Limited Maturity Bond Portfolio invests mainly in investment-grade
bonds and other debt securities from U.S. Government and corporate issuers.
These may include mortgage-and asset- backed securities.
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The portfolio may invest up to 10% of its net assets, measured at the time
of investment, in below investment grade fixed income securities, or
comparable unrated securities.
The Limited Maturity Bond Portfolio maintains an average portfolio duration
of four years or less. However, the series may invest in securities of any
duration.
Neuberger Berman Partners Portfolio -- seeks growth of capital. The Portfolio
invests mainly in common stocks of mid-to large-capitalization companies.
Its investment program seeks securities believed to be undervalued based on
strong fundamentals, including low price to earnings ratio, consistent cash
flow, and the company's track record through all points of the market
cycle.
VAN ECK WORLDWIDE INSURANCE TRUST
Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a business trust under the laws of the Commonwealth of
Massachusetts on January 7, 1987. On April 12, 1995, Van Eck Investment Trust
changed its name to Van Eck Worldwide Insurance Trust. Van Eck Associates
Corporation serves as investment adviser and manager to the funds.
Van Eck Worldwide Bond Fund -- seeks high total return--income plus capital
appreciation--by investing globally, primarily in a variety of debt
securities.
Van Eck Worldwide Emerging Markets Fund -- seeks long term capital appreciation
by investing in equity securities in emerging markets around the world.
Van Eck Worldwide Hard Assets Fund -- seeks long term capital appreciation by
investing primarily in "hard asset securities." Income is a secondary
consideration. Hard assets include:
o precious metals; o natural resources; o real estate; and o
commodities.
Van Eck Worldwide Real Estate Fund -- seeks high total return by investing in
equity securities of companies that own significant real estate or
principally do business in real estate.
THE GUARANTEED INTEREST DIVISION
You may allocate all or a part of the net premiums and transfers of your net
account value into the guaranteed interest division. The guaranteed interest
division is part of our general account which guarantees principal. It pays
interest at a fixed rate that we declare.
The general account supports our non-variable insurance and annuity obligations.
We have not registered interests in the guaranteed interest division under the
Securities Act of 1933. Also, we have not registered the guaranteed interest
division or the general account as an investment company under the Investment
Company Act of 1940 (because of exemptive and exclusionary provisions). This
means that the general account, the guaranteed interest division and its
interests are generally not subject to regulation under these Acts.
The SEC staff has not reviewed the disclosures included in this prospectus
relating to the general account and the guaranteed interest division. These
disclosures, however, may be subject to certain requirements of the federal
securities law regarding accuracy and completeness of statements made in this
prospectus.
The amount you have in the guaranteed interest division is the sum of net
premiums you allocate to that division, plus transfers you made to the
guaranteed interest division, plus interest earned.
Amounts you transfer out of or withdraw from the guaranteed interest division
reduce this amount. It is also reduced by deductions for charges from your
account value allocated to the guaranteed interest division.
We declare the interest rate that applies to all amounts in the guaranteed
interest division. These interest rates are never less than the minimum
guaranteed interest rate of 4% and will be in effect for periods of at least
twelve months. Interest compounds daily at an effective annual rate that equals
the declared rate. We credit interest to the guaranteed interest division on a
daily basis. We pay interest regardless of the actual investment performance of
our account. We bear all of the investment risk for the guaranteed interest
division.
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MAXIMUM NUMBER OF INVESTMENT DIVISIONS
You may invest in a total of eighteen divisions over the lifetime of your
policy. Investment divisions include the variable and the guaranteed interest
divisions, but not the loan division. The loan division does not count toward
the eighteen division maximum.
As an example, if you have had funds in seventeen variable divisions and the
guaranteed interest division (or eighteen variable divisions), these are the
only divisions to which you may later add or transfer funds. You may want to use
fewer divisions in the early years of your policy, so that you can invest in
other divisions in the future. Further, if you invest in eighteen variable
divisions, you will not be able to invest in the guaranteed interest division.
DETAILED INFORMATION ABOUT THE FIRSTLINE II VARIABLE UNIVERSAL LIFE POLICY
This prospectus describes our standard FirstLine II variable universal life
insurance policy. There may be differences in the policy because of state
requirements where we issue your policy. We will describe any such differences
in your policy.
The illustrations beginning on page 63 are to show how the FirstLine II policies
work.
APPLYING FOR A POLICY
You purchase a FirstLine II policy by submitting an application to us. On the
policy date, the insured person must be no older than age 85. The insured person
is the person on whose life we issue a policy and upon whose death we pay death
proceeds. Age is the insured person's age on the birthday nearest the policy
date plus the number of completed policy years since the policy date.
We may back-date the policy up to six months to allow the insured person to give
proof of a younger age for the purposes of your policy.
POLICY ISSUANCE
Before we issue a policy or apply your net premium to the investment divisions,
we require satisfactory evidence of insurability of the insured person and
payment of your initial premium. This evidence may include a medical examination
and completion of all underwriting and issue requirements.
The investment date is the first date we apply the net premium payments we have
received from you to your policy. Your initial premium is the premium we must
receive before coverage can begin. The initial premium is the first premium we
receive and apply to your policy. It must be at least equal to the sum of the
scheduled premiums which are due from your policy date through your investment
date.
We generally require a minimum stated death benefit of $50,000. We may reduce
the minimum stated death benefit for group or sponsored arrangements or
corporate purchasers. Our underwriting and reinsurance procedures in effect at
the time you apply limit the maximum stated death benefit.
The policy date as shown on your policy schedule determines:
o monthly processing dates;
o policy months;
o policy years; and
o policy anniversaries.
It is not affected by the date you receive the policy. The policy date may be
different from the date we receive your first premium payment. If the policy
date is earlier, we charge monthly deductions from the policy date.
DEFINITION OF LIFE INSURANCE CHOICE
When you apply for your policy, you choose one of two tests for the federal
income tax definition of life insurance. You cannot change your choice later.
The tests are the cash value accumulation test and the guideline premium/cash
value corridor test. If you choose the guideline premium /cash value corridor
test, we may limit premium payments relative to your policy death benefit. SEE
TAX STATUS OF THE POLICY, PAGE 56.
TEMPORARY INSURANCE
If you apply and qualify, we may issue temporary insurance in an amount equal to
the face amount of
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<PAGE>
insurance for which you applied. The maximum amount of temporary insurance for
binding limited life insurance coverage is $3 million, which includes any in
force coverage with us. This temporary insurance is in force as long as you meet
all requirements.
Coverage begins when:
1. you have completed and signed our binding limited life insurance
coverage form;
2. we receive and accept a premium payment of at least your scheduled
premium (selected on your application); and
3. part I of the application is completed.
Binding limited life insurance coverage ends on the earliest of:
o the date we return your premiums;
o five days after we mail notice of termination to the address on your
application; o the date your policy coverage starts;
o the date we refuse to issue you a policy based on your application; or
o 90 days after you sign our binding limited life insurance coverage
form.
There is no death benefit under the temporary insurance agreement if:
o there is a material misrepresentation in your answers on the binding
limited life insurance coverage form;
o there is a material misrepresentation in statements on your
application;
o the person or persons intended to be the insured people die by suicide
or self- inflicted injury; or
o the bank does not honor your premium check.
PREMIUMS
You may choose the amount and frequency of premium payments, within limits.
SCHEDULED PREMIUMS
Your premiums are flexible. You may select your scheduled premium (within our
limits) when you apply for your policy. The scheduled premium, shown in your
policy and schedule, is the amount you choose to pay over a stated time period.
THIS AMOUNT MAY OR MAY NOT BE ENOUGH TO KEEP YOUR POLICY IN FORCE. You may
receive premium reminder notices for the scheduled premium on a monthly,
quarterly, semiannual, or annual basis. You are not required to pay the
scheduled premium.
Alternatively, you may choose to pay your premium by electronic funds transfer
each month. This option is not available for your initial premium. The financial
institution that makes your electronic funds transfer may charge for this
service.
You can change the amount of your scheduled premium within our minimum and
maximum limits at any time. If you fail to pay your scheduled premium or if you
change the amount of your scheduled premium, your policy performance will be
affected. During the special continuation period, your scheduled premium should
not be less than the minimum annual premium shown in your policy. If you want
the guaranteed minimum death benefit, your scheduled premium should not be less
than the guarantee period annual premium shown in your policy. SEE GUARANTEED
MINIMUM DEATH BENEFIT, PAGE 27.
UNSCHEDULED PREMIUM PAYMENTS
Generally speaking, you may make unscheduled premium payments at any time,
however:
1. We may limit the amount of your unscheduled premium payments that would
result in an increase in the base death benefit amount required by the
federal income tax law definition of life insurance. We may require
satisfactory evidence that the insured person is insurable at the time
that you make the unscheduled premium payment if the death benefit is
increased due to your unscheduled premium payments.
2. We may require proof that the insured person is insurable if your
unscheduled premium payment will cause the net amount at risk to
increase; and
3. We will return premium payments which are greater than the "seven-pay"
limit for your policy if your payment would cause your policy to become
a modified endowment contract, unless you send us notice acknowledging
the new modified endowment contract status for your policy.
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SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 58 AND CHANGES TO COMPLY WITH THE LAW,
PAGE 59.
If you have an outstanding policy loan and you make an unscheduled payment, we
will consider this payment a loan repayment, unless you tell us otherwise. If
your payment is a loan repayment, we do not take out the tax and sales charges
which apply to premium payments.
MINIMUM ANNUAL PREMIUM
You must pay a minimum annual premium during your first three policy years to
qualify for the special continuation period.
Your minimum annual premium is based on:
o the insured person's age, gender, premium class and any rating;
o the stated death benefit of your policy; and
o any additional benefits you select.
Your minimum annual premium is shown in the schedule pages of your policy. We
may reduce the minimum annual premium for group, or sponsored arrangements, or
for corporate purchasers.
SPECIAL CONTINUATION PERIOD
The special continuation period is during the first three policy years. Under
the special continuation period, we guarantee that your policy will not lapse,
regardless of its net cash surrender value, if on a monthly processing date:
o the sum of all premiums you have paid, minus partial withdrawals that
you have taken, minus policy loans that you have taken, including
accrued loan interest is greater than or equal to;
o the minimum monthly premiums for each policy month, starting with the
first month of your policy through the current policy monthly
processing date.
On the monthly processing date, we deduct the monthly deductions from your
account value.
The minimum monthly premium is one-twelfth of the minimum annual premium.
During the first three years of your policy, if there is not enough net cash
surrender value to pay the monthly deductions and you have satisfied our
requirements, we do not permanently waive certain charges. Instead, we continue
to deduct these charges. This deduction may result in your policy having
negative net cash surrender value, unless you pay enough premium to prevent
this. The negative balance is your unpaid monthly deductions owing. At the end
of the special continuation period to avoid lapse of your policy, you must pay
enough premium to bring the net cash surrender value to zero plus the amount
that covers your estimated monthly deductions for the following two months. SEE
LAPSE, PAGE 37.
ALLOCATION OF NET PREMIUMS
The net premium is the balance remaining after we take premium-based charges
from your premium payment. We add the net premium to your account value
according to your instructions.
We apply net premiums we have received from you to your policy after:
a) we receive the amount of premium required for your insurance coverage
to begin;
b) all issue requirements have been met and received by our customer
service center;
c) we approve your policy application; and d) your policy is issued.
All amounts you designated for the guaranteed interest division will be
allocated to that division. If your state requires return of your premium during
the free look period we invest amounts you have designated for the variable
divisions into the Fidelity VIP Money Market Division until 15 days after we
issue your policy (deemed delivery time, plus a typical free look period which
varies by state). If your state provides for return of account value during the
free look period and for premium payments after the end of the free look period,
we invest amounts you designated for the variable divisions directly into your
selected investment portfolios. SEE FREE LOOK PERIOD OR RIGHT TO EXAMINE POLICY
PERIOD, PAGE 39.
We allocate premium payments received after we apply your initial net premium
payment to your policy on the valuation date of receipt. We always use your most
recent premium allocation instructions. Your instructions must specify
percentages that are whole numbers totaling 100%.
You may invest in a maximum of eighteen divisions over the lifetime of your
policy. This eighteen investment division maximum includes the variable
divisions and the guaranteed interest division, but not the loan division. SEE
MAXIMUM NUMBER OF INVESTMENT DIVISIONS, PAGE 20.
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<PAGE>
You may make five free premium allocation changes per year. After the five free
premium allocation changes, we charge you $25 for each additional allocation
change per policy year. The $25 fee is withdrawn from each investment division
pro rata to the amount in each division.
PREMIUM PAYMENTS AFFECT YOUR COVERAGE
Unless you have the guaranteed minimum death benefit feature or are in the
special continuation period, your policy continues in effect only until your net
cash surrender value no longer covers the monthly deductions for your benefits.
If this happens, your policy will enter the 61-day grace period and you must
make a premium payment to avoid lapse. SEE LAPSE, PAGE 37, AND GRACE PERIOD,
PAGE 37.
If you pay your minimum annual premium each year during the first three policy
years, we guarantee your policy and riders will not lapse during the special
continuation period, regardless of your net cash surrender value. SEE SPECIAL
CONTINUATION PERIOD, PAGE 22.
Under the guaranteed minimum death benefit, the base death benefit portion of
your policy remains effective until the end of the guarantee period. The
guaranteed minimum death benefit feature does not apply to riders which can
lapse and terminate during the guarantee period. You must meet all conditions of
the guarantee. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.
MODIFIED ENDOWMENT CONTRACTS
There are special federal income tax rules for distributions from certain life
insurance policies known as "modified endowment contracts." These rules apply to
distributions such as policy loans, surrenders, and partial withdrawals.
Whether or not these rules apply depends upon whether or not the premiums you
paid are greater than the "seven-pay" limit. SEE MODIFIED ENDOWMENT CONTRACTS,
PAGE 58.
If we find that your scheduled premium causes your policy to be a modified
endowment contract on your policy date, we will require you to acknowledge that
you know the policy is a modified endowment contract. We will issue your policy
based on the scheduled premium you selected. If you do not want your policy to
be issued as a modified endowment contract, you may reduce your scheduled
premium to a level which does not cause your policy to be a modified endowment
contract. We will then issue your policy based on the revised scheduled premium.
DEATH BENEFITS
You can decide the amount of insurance you need, now and in the future. You can
combine the long-term advantages of permanent life insurance base coverage with
the flexibility and short-term advantages of term life insurance. Both permanent
and term life insurance are available under your one FirstLine II policy.
When we issue your policy, we base the initial insurance coverage on the
instructions in your application. The initial death benefit is the stated death
benefit amount. You can add an adjustable term insurance rider for additional
insurance coverage.
Death benefits are valued as of the date of death of the insured person. The
stated death benefit is the permanent element of your policy. The adjustable
term insurance rider is the term insurance element of your policy.
The adjustable term insurance rider acts as a bridge. It provides term insurance
coverage which automatically adjusts to fill the gap between your total death
benefit and your base death benefit depending on which death benefit option you
choose. Generally, your stated death benefit may be no less than $50,000 to
issue your policy.
We do not guarantee coverage provided by the adjustable term insurance rider
under the guaranteed minimum death benefit. It may be to your economic advantage
to include part of your insurance coverage under the adjustable term insurance
rider. Both the cost of insurance under the adjustable term insurance rider and
the cost of insurance for the base death benefit are deducted monthly from your
account value and generally increase with the age of the insured person. Use of
the adjustable term insurance rider may reduce sales compensation. SEE
ADJUSTABLE TERM INSURANCE RIDER, PAGE 28.
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DEATH BENEFIT SUMMARY
THIS CHART ASSUMES NO DEATH BENEFIT OPTION CHANGES, NO REQUESTED OR SCHEDULED
INCREASES OR DECREASES IN STATED OR TARGET DEATH BENEFIT AND THAT PARTIAL
WITHDRAWALS ARE LESS THAN THE PREMIUM PAID.
<TABLE>
<CAPTION>
OPTION 1 OPTION 2
========================= ============================================= ============================================
<S> <C> <C>
STATED DEATH The amount of policy death benefit at issue, The amount of policy death benefit at issue,
BENEFIT not including rider coverage. This amount not including rider coverage. This amount
stays level throughout the life of the contract stays level throughout the life of the contract.
BASE DEATH The greater of the stated death benefit or the The greater of the stated death benefit plus the
BENEFIT account value multiplied by the death benefit account value or the account value multiplied
corridor factor. by the death benefit corridor factor.
TARGET DEATH Stated death benefit plus adjustable term Stated death benefit plus adjustable term
BENEFIT insurance rider benefit. This amount remains insurance rider benefit. This amount remains
level throughout the life of the policy. level throughout the life of the policy.
TOTAL DEATH This is the total death proceeds. It is the greater This is the total death proceeds. It is the greater
BENEFIT of the target death benefit or the base death of the target death benefit plus the account
benefit. value or the base death benefit.
ADJUSTABLE The adjustable term insurance rider benefit is The adjustable term insurance rider benefit is
TERM INSURANCE the total death benefit minus base death benefit the total death benefit minus the base death
RIDER BENEFIT but it will not be less than zero. If the account benefit, but it will not be less than zero. If the
value multiplied by the death benefit corridor account value multiplied by the death benefit
factor is greater than the stated death benefit, corridor factor is greater than the stated death
the adjustable term insurance benefit will be benefit plus the account value, the adjustable
decreased. It will be decreased so that the sum term insurance rider benefit will be decreased.
of the base death benefit and the adjustable It will be decreased so that the sum of the base
term insurance rider benefit is not greater than death benefit and the adjustable term insurance the
target death benefit. If the base death rider benefit is not greater than the target death
benefit becomes greater than the target death benefit plus the account value. If the base
benefit, then the adjustable term insurance rider death benefit becomes greater than the target
benefit is zero. death benefit plus the account value, then the
adjustable term insurance rider benefit is zero.
</TABLE>
BASE DEATH BENEFIT
Your base death benefit can be different from your stated death benefit as a
result of:
o your choice of death benefit option;
o a change in your death benefit option;
o increases to satisfy the federal income tax law definition of life
insurance;
o partial withdrawals;
o increases or decreases in the stated death benefit; or
o a transaction which causes the base death benefit to change.
As long as your policy is in force, we will pay the death proceeds to your
beneficiary when the insured person dies. The beneficiary(ies) is(are) the
person (people) you name to receive the death proceeds from your policy. The
death proceeds are:
o your base death benefit; plus
o any rider benefits; minus
o your outstanding policy loan with accrued loan interest; minus
o outstanding policy charges due before the insured person's date of
death.
There could be outstanding policy charges if the insured dies while your policy
is in the grace period, or three-year special continuation period.
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DEATH BENEFIT OPTIONS
You have a choice of two death benefit options: option 1 or option 2 (described
below). Your choice may result in your having a base death benefit which is
greater than your stated death benefit. You may change your death benefit option
after the policy date and before the continuation of coverage feature begins.
SEE CHANGES IN DEATH BENEFIT OPTIONS, PAGE 25.
Under death benefit option 1, your base death benefit is the greater of:
1. your stated death benefit on the date of the insured person's death; or
2. your account value on the date of the insured person's death multiplied
by the appropriate factor from the definition of life insurance factors
shown in Appendix A or B.
Under death benefit option 2, your base death benefit is the greater of:
1. your stated death benefit plus your account value on the date of the
insured person's death; or
2. your account value on the date of the insured person's death multiplied
by the appropriate factor from the definition of life insurance factors
shown in Appendix A or B.
Under option 1 positive investment performance is generally reflected in a
reduced net amount at risk. This lowers your policy's total cost of insurance
charges. Option 1 offers insurance coverage that is a set amount with
potentially lower cost of insurance charges over time. You should choose option
2 if you want to have investment performance reflected in your insurance
coverage.
Federal income tax law requires that your death benefit be at least as much as
your account value multiplied by a factor defined by law. This factor is based
on:
o the insured person's age;
o the insured person's gender; and
o the test you chose for the federal income tax law definition of life
insurance.
We will adjust your policy to continue to qualify as life insurance under the
federal income tax laws in existence at the time the policy was issued.
CHANGES IN DEATH BENEFIT OPTIONS
You may request a change in your death benefit option 1 or 2 after the policy
date and before the continuation of coverage feature. Your death benefit option
change is effective on your next monthly anniversary after we accept and approve
your requested change, so long as at least five days remain before your monthly
anniversary. If fewer than five days remain before your monthly anniversary,
your death benefit option change is effective on your next monthly anniversary.
After we approve your request, we send a new policy schedule page to you. You
should attach it to your policy. We may ask you to return your policy to our
customer service center so that we can note the change in your schedule. A death
benefit option change applies to your entire stated or base death benefit.
For you to change from death benefit option 1 to option 2, you must provide to
us proof that the insured person is insurable under our normal rules of
underwriting for your policy class, except in Florida. Changing your death
benefit option may reduce or increase your target death benefit, as well as your
stated death benefit.
We may not allow you to change the death benefit option if it reduces the target
or stated death benefit below the minimum we require to issue your policy.
On the effective date of your option change, your stated death benefit is
changed as follows:
Change Change Stated Death Benefit
From To Following Change:
- ------ -------- ----------------
Option 1 Option 2 your stated death benefit
before the change minus
your gross account value as
of the effective date of the
change.
Option 2 Option 1 your stated death benefit
before the change plus your
gross account value as of the
effective date of the change.
We increase or decrease your stated death benefit to keep the net amount at risk
the same on the date you
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<PAGE>
change your death benefit option. Additionally, there is no change to the amount
of term insurance if you have an adjustable term insurance rider. SEE COST OF
INSURANCE CHARGE, PAGE 48.
If you change your death benefit option, we adjust the stated death benefit for
each of your segments by allocating your account value to each benefit segment.
For example, if you change from death benefit option 1 to option 2, your stated
death benefit is decreased by the amount of your account value allocation to
that segment. If you change from death benefit option 2 to option 1, your stated
death benefit is increased by the amount allocated to that segment. We do not
impose a surrender charge for any decrease in your stated death benefit due to
your changing your death benefit option. There is no change to the target
premium. SEE SURRENDER CHARGE, PAGE 50.
If the insured person is 100 years of age or older and the continuation of
coverage feature is in effect, death benefit option 2 is not available.
CHANGES IN DEATH BENEFIT AMOUNTS
You may want to increase the target or stated death benefit under your policy.
You may do this while your policy is in force and before the policy anniversary
when the insured person turns age 86. You may request a decrease in the stated
death benefit only after your first policy anniversary.
Contact our customer service center to request an increase or decrease in your
policy death benefit. The request is effective as of the next monthly processing
date after we receive your request and approve it, unless there are underwriting
or other requirements which must be met before your request is effective. Any
requested change in your coverage must be for at least $1,000.
After we approve your request, we will send you a new schedule page for your
policy which includes the:
o stated death benefit;
o benefit under applicable riders;
o guaranteed cost of insurance rates of each segment;
o guideline annual premium;
o new surrender charge; and
o target death benefit schedule.
Keep the new schedule with your policy. We may ask you to send your policy to us
so that we can note the change in your schedule.
We may not approve a requested change because it will disqualify your policy as
life insurance under the applicable federal income tax law. If we disapprove a
change for any reason, we provide you with a notice of our decision. SEE TAX
CONSIDERATIONS, PAGE 56.
If you decrease your death benefit, you may not decrease your stated death
benefit below $50,000 or the minimum we require to issue your policy.
There may be tax consequences as a result of a decrease in your death benefit,
as well as a possible surrender charge. SEE TAX STATUS OF THE POLICY, PAGE 56
AND MODIFIED ENDOWMENT CONTRACTS, PAGE 58.
Requested reductions in the death benefit will first be applied to decrease the
target death benefit. We decrease your stated death benefit only after your
adjustable term insurance rider coverage is reduced to zero. If you have more
than one segment, we divide subsequent decreases in stated death benefit among
your benefit segments pro rata unless state law requires differently. You must
provide satisfactory evidence that the insured person is still insurable in
order to increase your death benefit.
Unless you tell us differently, we assume any request you make for an increase
in your target death benefit is also a request for an increase to the stated
death benefit. Thus, the amount of your adjustable term insurance rider will not
change. You may change the target death benefit only once in a policy year.
The initial, or first segment, is the stated death benefit on the effective date
of the policy. An increase in the stated death benefit (other than one caused by
an option change) will cause a new segment to be created. The segment year
begins on the segment effective date and ends one year later. The following may
apply to each new segment:
o a new minimum annual premium during the first three years of your
policy;
o a new sales charge;
o new surrender charges;
o new cost of insurance charges, guaranteed and current;
o a new incontestability period;
o a new suicide exclusion period; and
o a new target premium.
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<PAGE>
A requested increase in your stated death benefit creates a new segment. Once we
create a new segment, it is permanent unless state law requires differently. If
an option change causes the stated death benefit to increase, no new segment is
created. Instead, the size of each existing segment(s) is(are) changed. If it
causes the stated death benefit to decrease, each segment is decreased.
To determine the applicable sales charge, premiums you pay after an increase are
applied to your policy segments in the same proportion as the guideline annual
premiums for each segment bears to the sum of the guideline annual premiums for
all segments. For each coverage segment, your schedule shows your guideline
annual premiums.
We allocate the net amount at risk among segments in the same proportion that
each segment bears to the total stated death benefit.
GUARANTEED MINIMUM DEATH BENEFIT
Usually, how long your policy remains in force depends on your policy's net cash
surrender value. Because we deduct charges monthly from your net cash surrender
value, your coverage lasts only as long as your net cash surrender value is
enough to pay these charges and your account value is more than your loan
interest due during the special continuation period. Your account value and the
length of time your policy remains in force depend on:
1. timing and amount of any premium payments;
2. the investment performance of the variable divisions;
3. the interest you earn in the guaranteed interest division;
4. the amount of your monthly charges;
5. partial withdrawals you take; and
6. loan activity you may have.
The guaranteed minimum death benefit may only be put in force at the issue or
your policy. This option extends the period that your policy's stated death
benefit remains in effect even if the variable divisions have poor investment
performance. See your policy to determine how your benefits are affected in this
situation. It has a guarantee period that lasts until the later of ten policy
years or until the insured person is age 65.
The guaranteed minimum death benefit coverage does not apply to any riders,
including the adjustable term insurance rider. Therefore, if your net cash
surrender value is not enough to pay the deductions as they come due on your
policy and if your policy is no longer in the special continuation period, only
the stated death benefit portion of your coverage is guaranteed to stay in
force. See your policy to determine how your benefits are affected in this
situation. SEE LAPSE, PAGE 37.
The guaranteed minimum death benefit is not available in some states.
REQUIREMENTS TO MAINTAIN THE GUARANTEE PERIOD
To qualify for the guaranteed minimum death benefit you must pay an annual
premium higher than the minimum annual premium. This higher premium is called
the guarantee period annual premium. The guarantee period monthly premium is
equal to one-twelfth of the guarantee period annual premium. Your net account
value must also meet certain diversification requirements.
Your guarantee period annual premium depends on:
o your policy's stated death benefit;
o the insured person's age, gender, premium class and underwriting
characteristics;
o the death benefit option you chose;
o additional rider coverage on your policy; and
o other additional benefits on your policy.
At each monthly processing date we test to see if you have paid enough premium
to keep your guarantee in place. We calculate:
o actual premiums paid; minus
o the amount of any partial withdrawals you make; minus
o policy loans you take with accrued loan interest. This amount must
equal or exceed;
o the sum of the guarantee period monthly premium payments for each
policy month starting with your first policy month through the end of
the policy month that begins on the current monthly processing date.
You must continually meet the requirements of the guarantee period for this
feature to remain in effect. We show the guarantee period annual premium on your
policy schedule. If your policy benefits increase, the guarantee period annual
premium
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FirstLine II 27
<PAGE>
increases. If your policy fails to meet this test on any monthly processing
date, the guarantee period ends, and thus the guaranteed minimum death benefit
lapses.
The guarantee period ends if your net account value on any monthly processing
date is not diversified as follows:
1. you must invest your net account value in at least five investment
divisions; and
2. you may invest no more than 35% of your net account value in any one
division.
Your policy will continue to meet the diversification requirements if:
1. you have automatic rebalancing and you meet the two diversification
tests listed above; or
2. you have dollar cost averaging which results in transfers into at least
four additional investment divisions with no more than 35% of any
transfer directed to any one division.
SEE DOLLAR COST AVERAGING, PAGE 33, AND AUTOMATIC REBALANCING, PAGE 34.
If you fail to satisfy either the premium test or the diversification test and
you do not correct it, this feature terminates. We will not send you notice that
the guaranteed minimum death benefit has lapsed if you fail to satisfy either of
these tests. If you choose to activate the guaranteed minimum death benefit, you
must make sure your policy satisfies the premium test and diversification test.
Once it terminates, you cannot reinstate the guaranteed minimum death benefit
feature. The guaranteed period annual premium then no longer applies to your
policy.
ADDITIONAL BENEFITS
Your policy may include additional benefits, which we attach by rider. A rider
changes benefits under your policy and may or may not add an additional cost to
your policy. If applicable, we deduct a monthly charge from your account value
for each rider you choose. You may cancel these rider benefits at any time. If
you choose any of these benefits your policy will include the details. Not all
riders are available for all policies. You may schedule your term rider coverage
to increase or decrease at issue. If you want to increase your scheduled
benefits after issue of your rider, new guidelines may apply. Scheduled benefits
are the kind and amount of benefits you choose under your policy over a stated
period of time.
Periodically we may offer other riders than those listed here. You should
contact your registered representative for a complete list of the riders now
available.
SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 58, FOR INFORMATION ON THE POSSIBLE TAX
EFFECTS OF ADDING OR CANCELING THESE BENEFITS.
ADJUSTABLE TERM INSURANCE RIDER
You may increase your death proceeds by adding an adjustable term insurance
rider on the insured person's life. As the name suggests, the adjustable term
insurance rider adjusts over time.
You specify a target death benefit when you apply for this rider. The target
death benefit can be level or can be scheduled to change at the beginning of any
policy year. We generally restrict your target death benefit to an amount not
more than ten times your stated death benefit at issue. In other words, if your
stated death benefit is $100,000, then the maximum amount of target death
benefit we allow you is $1,000,000.
The death benefit for the adjustable term insurance rider is the difference
between your total death benefit and your base death benefit. The death benefit
automatically adjusts daily as your base death benefit changes. Total death
benefit depends on which death benefit option is in effect:
OPTION 1: If option 1 is in effect, the total death benefit is the greater
of:
a. the target death benefit; or
b. the account value multiplied by the appropriate factor
from the death benefit corridor factors in the policy.
OPTION 2: If option 2 is in effect, the total death benefit is the greater
of:
a. the target death benefit plus
the account value; or
b. the account value multiplied by the appropriate factor
from the death benefit corridor factors in the policy.
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<PAGE>
For example, under option 1, assume your base death benefit increases as a
result of an increase in your account value. The adjustable term insurance rider
adjusts to provide death proceeds equal to your total death benefit in each
year:
Base Death Total Death Adjustable Term
Benefit Benefit Insurance Rider Amount
------- ------- ----------------------
$201,500 $250,000 $48,500
202,500 250,000 47,500
202,250 250,000 47,750
It is possible that the amount of your adjustable term insurance may be zero if
your base death benefit increases enough. Using the same example, if the base
death benefit under your policy grew to $250,000 or more, the adjustable term
insurance would be zero.
The adjustable term insurance can never be less than zero. Even when the
adjustable term insurance is reduced to zero, your rider remains in effect until
you remove it from your policy. Therefore, if later the base death benefit is
reduced below your target death benefit, the adjustable term insurance rider
amount reappears to maintain the total death benefit.
You may change the target death benefit schedule after it is issued, based on
our rules. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 26.
We may deny any future, scheduled increases to your target death benefit if you
cancel a scheduled change, or if you ask for an unscheduled decrease in your
target death benefit.
Partial withdrawals, changes from death benefit option 1 to death benefit option
2, and base decreases may reduce the amount of your target death benefit. SEE
PARTIAL WITHDRAWALS, PAGE 36, AND CHANGES IN DEATH BENEFIT OPTIONS, PAGE 25.
There is no defined premium for a given amount of adjustable term insurance
coverage. Instead, we deduct a monthly cost of insurance charge from your
account value. The cost of insurance for this rider is calculated as the monthly
cost of insurance rate for the rider coverage multiplied by the adjustable term
death benefit in effect that month. The cost of insurance rates will be
determined by us from time to time. They will be based on the issue age, gender,
and premium class of the person insured, as well as the length of time since
your policy date. The monthly guaranteed maximum cost of insurance rates for
this rider will be in the policy. SEE COST OF INSURANCE CHARGE, PAGE 48.
There are no sales or surrender charges for this coverage. This means that an
increase in your target death benefit which does not increase your stated death
benefit does not increase the total surrender charge for your policy. Further, a
decrease in your adjustable term insurance rider coverage does not cause a
surrender charge to be assessed. If the target death benefit schedule is
increased by you after the rider is issued, we use the same rates for the entire
coverage for this rider. These rates are based on the original premium class
even though satisfactory new evidence of insurability is given to us for the
increased schedule.
ADDITIONAL INSURED RIDER
This rider provides death benefits upon the death of immediate family members
other than the insured person. You may add up to nine additional insured person
riders to your policy. We require proof of insurability for each additional
insured person. The minimum amount of coverage for each rider is $10,000. The
maximum coverage for all additional insured persons is five times your policy's
stated death benefit.
RIGHT TO CHANGE INSURED RIDER
This rider allows you to change the insured person under your policy. You must
provide satisfactory evidence of insurability for the insured person. A change
of the insured person may have federal income tax consequences. If you change
the insured person, the cost of your future insurance charges may change, but
your account value remains the same as of the date you make this change.
Changing the insured person also means that there will be new contestability and
suicide periods. There is no charge for this rider.
WAIVER OF COST OF INSURANCE RIDER
If the insured person becomes totally disabled while your policy is in force,
this rider provides that we waive the monthly expense charges, cost of insurance
charges, and rider charges during the disability. This means that we do not
deduct these amounts from your account value. You must meet all of our
requirements for this rider to apply. If you add this rider to your policy, you
may not add the waiver of specified premium rider.
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<PAGE>
WAIVER OF SPECIFIED PREMIUM RIDER
If the insured person becomes disabled while your policy is in force, this rider
provides that we credit a specified premium amount monthly to your policy during
the total disability of the insured person. There is a waiting period before
this benefit applies. In your application, you select the amount of premium we
credit subject to our limits. If you add this rider to your policy, you may not
add the waiver of cost of insurance rider.
SPECIAL FEATURES
POLICY MATURITY
If the insured person reaches age 100 and you do not want to use the
continuation of coverage feature, you may surrender the policy for the net
account value. Your policy then ends. Some part of this payment may be taxable.
You should consult your tax adviser.
RIGHT TO EXCHANGE POLICY
During the first 24 months after your policy date, you have the right to
exchange your policy to a guaranteed policy, unless state law requires
differently. To do this, we transfer the amount you have in the variable
divisions to the guaranteed interest division. We allocate all of your future
net premiums only to the guaranteed interest division. We do not allow any
future payments or transfers to the variable divisions when you exercise this
right.
We will not charge you for the transfer to make this exchange. SEE THE
GUARANTEED INTEREST DIVISION, PAGE 19.
CONTINUATION OF COVERAGE
The continuation of coverage feature allows insurance coverage to continue in
force beyond when the insured person reaches age 100. If you choose to allow the
continuation of coverage feature to become effective, we:
o transfer your net account value (excluding the amount in the loan
division) into the guaranteed interest division;
o charge a one-time $200 administrative fee to your policy to cover
future expenses;
o terminate all riders;
o convert death benefit option 2 to death benefit option 1, if
applicable; and
o terminate investment features such as dollar
cost averaging and automatic rebalancing.
When the insured person reaches age 100, if an adjustable term insurance rider
is in effect, the target death benefit becomes the stated death benefit. All
riders, including the adjustable term insurance rider, then terminate. If you
have no adjustable term insurance rider coverage, your stated death benefit is
unchanged. You may make no further premium payments.
Your insurance coverage continues in force until the insured person's death,
unless the policy lapses or is surrendered. However, we deduct no further cost
of insurance charges. Your monthly deductions also cease when continuation of
coverage begins. SEE CONTINUATION OF COVERAGE ADMINISTRATIVE FEE, PAGE 49.
Your net account value may not be transferred into the variable divisions after
the insured person reaches age 100.
During the continuation of coverage period, you may take policy loans or partial
withdrawals from your policy. If we are paying a persistency refund on the
guaranteed interest division, and your policy is in the continuation of coverage
period, we credit you with the persistency refund. SEE PERSISTENCY REFUND, PAGE
50.
If you have outstanding policy loans, interest continues to accrue. If you fail
to make sufficient loan payments or loan interest payments, it is possible that
the loan plus accrued interest may become greater than your account value and
cause your policy to lapse. To avoid this, you may repay loans and make loan
interest payments during the continuation of coverage period. However, we will
not accept any additional premium payments.
If you wish to stop coverage after the continuation of coverage feature begins,
you may surrender your policy and receive the net account value. There is no
surrender charge after the insured person reaches age 100. All normal
consequences of surrender apply. SEE SURRENDER, PAGE 39, AND SURRENDER CHARGE,
PAGE 50.
The continuation of coverage feature may not be available in all states. If a
state has approved this feature, it is an automatic feature and you do not need
to take any action to activate it.
The tax consequences of coverage continuing beyond when the insured person
reaches age 100 are uncertain. You should consult a tax adviser as to those
consequences.
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<PAGE>
POLICY VALUES
ACCOUNT VALUE
Your account value is the total amount you have in the guaranteed interest
division, the variable divisions, and the loan division. Your account value
reflects:
o net premiums;
o deductions for charges;
o partial withdrawals;
o investment performance of the variable divisions;
o interest earned on the amount you have in the guaranteed interest
division; and
o interest earned on the amounts you have in the loan division.
NET ACCOUNT VALUE
Your policy's net account value is your account value minus the amount of your
outstanding policy loans and accrued loan interest.
CASH SURRENDER VALUE
Your cash surrender value is your account value minus any surrender charge.
NET CASH SURRENDER VALUE
Your net cash surrender value is your cash surrender value minus the amount of
your outstanding policy loans and accrued loan interest.
DETERMINING THE VALUE IN THE VARIABLE DIVISIONS
The amounts included in the variable divisions are measured by accumulation
units and accumulation unit values.
The value of a variable division is the accumulation unit value for that
division times the number of accumulation units you own in that division. Each
variable division has a different accumulation unit value.
You purchase accumulation units of a division whenever you allocate premium or
make transfers to that division. This includes transfers from the loan division.
We redeem accumulation units from the variable divisions:
o when you take a partial withdrawal;
o when amounts are transferred from a variable division (including
transfers to the loan division);
o for the monthly deductions from your account value;
o for policy transaction charges;
o for surrender charges;
o on surrender; and
o to pay the death benefit when the insured person dies.
We calculate the number of variable division accumulation units purchased or
redeemed by:
1. dividing the dollar amount of your transaction by:
2. the division's accumulation unit value calculated at the close of
business on the valuation date of the transaction.
The accumulation unit value is the value of an accumulation unit determined as
of each valuation date. The accumulation unit value of each division varies with
the investment performance of the matching portfolio. It reflects:
o investment income;
o realized and unrealized capital gains and losses;
o investment portfolio expenses; and
o daily mortality and expense risk charges we take from the variable
account.
SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION, PAGE 32.
The date of a transaction is the date we receive your premium, an acceptable
request or other transaction request at our customer service center, so long as
the date of receipt is a valuation date. Each valuation date ends at 4:00 p.m.
Eastern time. We use the accumulation unit value which is next calculated after
we receive your premium or transaction request and we use the number of
accumulation units attributable to your policy on the date of receipt.
We take monthly deductions from your account value as of the monthly processing
date. If your monthly processing date is not a valuation date, the monthly
deduction is processed on the next valuation date.
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<PAGE>
The value of amounts allocated to the variable divisions goes up or down
depending on investment performance.
FOR AMOUNTS IN THE VARIABLE DIVISIONS, THERE IS NO GUARANTEED MINIMUM CASH
VALUE.
HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION
We determine accumulation unit values for the variable divisions on each
valuation date.
We generally set the accumulation unit value for a division at $10 on the date
when the division is first opened and begins accepting amounts. After that, the
accumulation unit value on any valuation date is:
1. the accumulation unit value for the preceding valuation date multiplied
by
2. the accumulation experience factor for that division for the valuation
period.
Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and
ends at 4:00 p.m. Eastern time on the next valuation date.
We calculate an accumulation experience factor for each investment division
every valuation date as follows:
1. We take the share value of the underlying portfolio shares in the
division as reported to us by the investment portfolio managers as of
the close of business on that valuation date.
2. We add dividends or capital gain distributions declared per share and
reinvested by the investment portfolio on the date that the share value
is affected. If applicable, we subtract a charge for taxes from this
amount.
3. We divide the remaining amount by the value of the shares in the
underlying investment portfolio for the variable division at the close
of business on the previous valuation date.
4. We then subtract a charge for the mortality and expense risk which we
assume under your policy. The daily charge is .002055% of the
accumulation unit value. This is an annual rate of .75% of the
accumulation unit value. If the previous day was not a valuation date,
the charge is multiplied by the additional number of days since the
prior valuation date.
The result of these calculations is the accumulation experience factor for the
valuation period.
TRANSFERS OF ACCOUNT VALUE
You may make up to twelve free transfers among the variable divisions, or the
guaranteed interest division, in each policy year. You may not make transfers
until after your free look period ends if your state requires a refund of
premium during the free look period. We do not limit your number of transfers,
but we charge a $25 fee for each transfer that you make after the first twelve
in each policy year. We do not include transfers for automatic rebalancing or
dollar cost averaging toward your twelve free transfers.
You may make transfer requests in writing, or by telephone if you have telephone
privileges, to our customer service center. You may not make transfers during
the continuation of coverage period. Your transfer takes effect on the valuation
date we receive your request. The minimum amount you may transfer is $100. This
minimum does not need to come from one division or be transferred to one
division as long as the total amount you transfer is at least $100. However, if
the amount remaining in a variable division is less than $100 when you make a
transfer request, we transfer the entire amount out of that division.
EXCESSIVE TRADING
Excessive trading activity can disrupt investment portfolio management
strategies and increase portfolio expenses. Thus, we limit excessive transfer
activity.
Excessive transfers may cause:
o increased trading and transaction costs;
o disruption of planned investment strategies;
o forced and unplanned portfolio turnover;
o lost opportunity costs; and
o the investment portfolios to have large asset swings that decrease
their ability to provide maximum investment return to all policyowners.
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<PAGE>
In response to excessive trading, we may place restrictions or refuse transfers
made by third-party agents acting on behalf of owners such as a market timing
service. We will refuse or place restrictions on transfers when we determine, in
our sole discretion, that transfers are harmful to the investment portfolios, or
to policyowners as a whole.
GUARANTEED INTEREST DIVISION TRANSFERS
You may transfer from the guaranteed interest division only in the first 30 days
of each policy year. Transfer requests received within 30 days before your
policy anniversary are deemed to occur on your policy anniversary. A request
received by us within 30 days after your policy anniversary is effective as of
the valuation date we receive it. Transfer requests made at any other time will
not be processed.
Transfers from the guaranteed interest division are limited to the largest of:
o 25% of your guaranteed interest division balance at the time of your
first transfer or withdrawal out of it in that policy year;
o the sum of the amounts you have transferred and withdrawn from the
guaranteed interest division in the prior policy year; or
o $100.
Transfers of your account value into the guaranteed interest division are not
restricted.
DOLLAR COST AVERAGING
If your policy has at least $10,000 invested in either the Fidelity VIP Money
Market Portfolio, or the Neuberger Berman AMT Limited Maturity Bond Portfolio,
you can elect dollar cost averaging. The main goal of dollar cost averaging is
to protect your policy values from short-term price changes.
DOLLAR COST AVERAGING DOES NOT ASSURE A PROFIT NOR DOES IT PROTECT YOU AGAINST A
LOSS IN A DECLINING MARKET.
This systematic plan of transferring account values is intended to reduce the
risk of investing too much when the price of an investment portfolio's shares is
high. It also reduces the risk of investing too little when the price of an
investment portfolio's shares is low.
Since you transfer the same dollar amount to other divisions each period, you
purchase more units in a division if the unit value is low, and you purchase
fewer units if the unit value is high.
You may add dollar cost averaging to your policy at any time. The first dollar
cost averaging date must be at least five days after we receive your dollar cost
averaging request. Dollar cost averaging cannot begin until after the end of
your free look period if your state requires refund of all premiums paid during
the free look period.
With dollar cost averaging, you designate either a dollar amount, or a
percentage of your account value, for automatic transfer from either the
division invested in either the Fidelity VIP Money Market Portfolio or the
Neuberger Berman AMT Limited Maturity Bond Portfolio for automatic transfer.
Each period, we automatically transfer the amount you select from your chosen
source division to one or more other variable divisions. You may not make
transfers to or from the guaranteed interest division or the loan division under
dollar cost averaging.
The minimum percentage you may transfer to any one division is 1% of the total
amount you transfer to all divisions you select. You must transfer at least $100
for each dollar cost averaging transfer.
Dollar cost averaging may occur on the same day of the month either monthly,
quarterly, semi-annually, or annually. Unless you tell us otherwise, dollar cost
averaging automatically takes place monthly, on the monthly processing date.
We do not count dollar cost averaging transfers toward your twelve free
transfers per policy year. There is no charge for this feature.
You may have both dollar cost averaging and automatic rebalancing at the same
time. The dollar cost averaging division from which your transfer will be taken
cannot be included in your automatic rebalancing program.
CHANGING DOLLAR COST AVERAGING
You may change your dollar cost averaging program one time per policy year. If
you have telephone privileges, you may make changes to the dollar cost averaging
program by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 42.
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<PAGE>
TERMINATING DOLLAR COST AVERAGING
You may cancel dollar cost averaging by sending satisfactory notice to our
customer service center. We must receive it at least five days before the next
dollar cost averaging date.
Dollar cost averaging will terminate if:
1. you specify a termination date; or
2. your balance remaining in the division from which your dollar cost
averaging transfers are taken reaches a dollar amount you set; or
3. on any dollar cost averaging date, the amount in the division from
which you want to make a transfer is equal to or less than the amount
to be transferred. We will transfer the remaining amount and dollar
cost averaging ends.
AUTOMATIC REBALANCING
Automatic rebalancing provides you with a method for maintaining a consistent
approach to investing account values over time, and simplifying the process of
asset allocation by dividing amounts among the investment options you have
chosen.
Transfers made for automatic rebalancing do not count toward your twelve free
transfers per policy year. There is no charge for this feature.
If you choose this feature, on each rebalancing date we transfer amounts among
the divisions to match your pre-set automatic rebalancing allocation
percentages. After the transfers, the ratio of your account value in each
division to your total account value for all divisions included in automatic
rebalancing matches the automatic rebalancing allocation percentage for that
division. This action rebalances the amounts in the investment divisions that do
not match your set allocation. This happens if an investment division
outperforms other divisions for that time period.
You may choose the automatic rebalancing feature on your application or later by
completing our customer service form. Automatic rebalancing may occur on the
same day of the month either monthly, quarterly, semi-annually, or annually. If
you do not specify, automatic rebalancing will occur quarterly.
If you choose automatic rebalancing on your policy application, the first
transfer occurs on the date you select (after your free look period if your
state requires return of all premiums paid during the free look period). If you
elect this feature after your policy date, we process the first transaction on
the date you have requested. If you requested no date, processing is on the last
valuation date of the calendar quarter we receive your notice at our customer
service center.
When you choose automatic rebalancing allocations, you may choose up to eighteen
total investment divisions. SEE MAXIMUM NUMBER OF INVESTMENT DIVISIONS, PAGE 20.
You may have both automatic rebalancing and dollar cost averaging at the same
time. The division from which your dollar cost averaging transfers are taken
cannot be included in your automatic rebalancing allocating program. You may not
include the loan division in your automatic rebalancing allocations.
CHANGING AUTOMATIC REBALANCING
You may change your allocation percentages for automatic rebalancing at any
time. Your allocation change is effective on the valuation date that we receive
it at our customer service center. If you reduce the amount allocated to the
guaranteed interest division, it is considered a transfer from that division.
You must meet the requirements for the maximum transfer amount and time
limitations on transfers from the guaranteed interest division. SEE TRANSFERS OF
ACCOUNT VALUE, PAGE 32.
If you have automatic rebalancing and the guaranteed minimum death benefit and
you ask for an allocation which does not meet the guaranteed minimum death
benefit diversification requirements, we will notify you that the allocation
needs to be changed and ask you for revised instructions.
TERMINATING AUTOMATIC REBALANCING
You may terminate automatic rebalancing at any time, as long as we receive your
notice of termination at least five days before the next automatic rebalancing
date. If you have the guaranteed minimum death benefit and you terminate the
automatic rebalancing feature, you still must meet the diversification
requirements of your net account value for the guarantee period to continue. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.
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<PAGE>
POLICY LOANS
You may borrow against your policy at any time after the first monthly
processing date by using your policy as security for a loan, or as otherwise
required by law. The amount you borrow is called a policy loan. Your policy loan
is:
1. the total amount you borrow from your
policy; plus
2. any policy loan interest that is capitalized when due; minus
3. policy loan repayments you make.
Unless state law requires differently, any new policy loan you take must be at
least $100. The maximum amount you can borrow on any valuation date, unless
required differently by state law, is your net cash surrender value minus the
monthly deductions to your next policy anniversary.
Your request for a policy loan must be directed to our customer service center.
If you have telephone privileges, you may request a policy loan for less than
$25,000 by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 42.
Based on our administrative system, we may have other rules for policy loans.
For example, we may require that your loan request be for a dollar amount rather
than a percentage to be taken from a specific division.
Loan interest charges on your policy loan accrue daily at an annual interest
rate of 4.75%. Interest is due in arrears on each policy anniversary. If you do
not pay your interest when it is due, we add it to your policy loan on your
policy anniversary.
If you request an additional loan, we add the amount you request to your
existing outstanding policy loan. This way, there is only one loan outstanding
on your policy at any time.
You may repay all or part of your policy loan at any time while your policy is
in force. We assume that any payments you make, other than your scheduled
premiums, are policy loan repayments. You must tell us otherwise if you want us
to consider additional payments as premiums.
When you request a loan you may specify one investment division from which the
loan will be taken. If you do not specify one, the loan will be taken
proportionately from each active investment division you have.
When you take a policy loan, we transfer an amount equal to your policy loan
amount from the variable and the guaranteed interest divisions in the same
proportion they represent of your total net account value to the loan division.
We follow this same process for loan interest in the amount due at your policy
anniversary. We credit the loan division with interest at an annual rate of 4%.
The loan division is part of our general account, separate from the guaranteed
interest division. When we make transfers to the loan division, we redeem
sufficient units of the variable divisions to cover the amount of the loan which
you take from the variable account. Unless you tell us otherwise, we deduct the
amount transferred from each division in the same proportion that your account
value in that division has to your net account value immediately before the loan
transaction. We determine the amounts in each division as of the valuation date
when we receive your loan request.
Policy loans may cause your policy to lapse if your net cash surrender value is
not enough to pay all deductions each month. SEE LAPSE, PAGE 37.
Any policy loans you take may have tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 58, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 58.
LOAN REPAYMENT
We transfer the amount of interest credited to the loan division for a policy
year from the loan division on your policy anniversary. When you make a loan
repayment, we transfer an amount equal to your repayment from the loan division
up to the amount of your policy loan. Unless you tell us otherwise, we allocate
these transfers among the variable divisions and the guaranteed interest
division in the same proportion as your current premium allocation.
LOANS AND YOUR BENEFITS
Taking a loan decreases the amount you have in the variable divisions. Accruing
loan interest will
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FirstLine II 35
<PAGE>
change your net account value as compared to what it would have been if you did
not take a loan.
Even if you repay your loan, it has a permanent effect on your account value.
This means that the benefits under your policy may be affected.
The loan is a first lien on your policy. This means we deduct your outstanding
policy loan and accrued loan interest from the death benefit payable and the
cash surrender value payable on surrender.
Failure to repay your loan may affect the guaranteed minimum death benefit
feature and the length of time your policy remains in force. The policy lapses
(FOR EXCEPTIONS, SEE SPECIAL CONTINUATION PERIOD, PAGE 22 AND GUARANTEED MINIMUM
DEATH BENEFIT, PAGE 27) when the cash surrender value minus policy loans and
accrued loan interest is not enough to cover your monthly deductions. If your
policy lapses with a loan outstanding, you may have adverse tax consequences.
SEE DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS,
PAGE 58, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS, PAGE 58.
If you use the continuation of coverage feature and you have a policy loan, loan
interest continues to accrue. If you do not make loan payments your policy could
lapse.
If you do not repay your policy loan, we deduct the outstanding policy loan
amount and accrued loan interest from the death benefits payable, or the cash
surrender value payable upon surrender.
PARTIAL WITHDRAWALS
You may request a partial withdrawal on any valuation date after your first
policy anniversary by contacting our customer service center. If you request
partial withdrawals by telephone, the partial withdrawal must be for an amount
less than $25,000 and may not cause a decrease in your death benefit; otherwise,
your partial withdrawal request must be in writing. SEE TELEPHONE PRIVILEGES,
PAGE 42.
You may take only one partial withdrawal per policy year. We may set rules on
partial withdrawals, based on our administrative system. For example, we may
require that you specify a dollar amount rather than a percentage to be taken
from a specific division. The minimum partial withdrawal you may take is $100.
The maximum partial withdrawal you may take is the amount which leaves $500 as
your net cash surrender value. If you request a withdrawal of more than this
maximum, we require you to surrender your policy. When you take a partial
withdrawal, we deduct your withdrawal amount plus a service fee from your
account value. If applicable, we deduct a surrender charge from your account
value if your partial withdrawal causes a reduction in your stated death
benefit. SEE CHARGES, DEDUCTIONS AND REFUNDS, PAGE 46.
Partial withdrawals may have adverse tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 58; AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 58.
PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 1
If you selected death benefit option 1, and if no more than fifteen years have
passed since your policy date and the insured person is not yet age 81, you may
make a partial withdrawal of up to the greater of 10% of your account value, or
5% of your stated death benefit without decreasing the stated death benefit. Any
additional amounts you withdraw will reduce your stated death benefit by the
amount of the withdrawal.
PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 2
If you have selected death benefit option 2, a partial withdrawal does not
reduce your stated death benefit or target death benefit. However, we reduce the
total death benefit by at least the partial withdrawal amount because your
account value is reduced.
STATED DEATH BENEFIT AND TARGET DEATH BENEFIT REDUCTIONS
Generally, we reduce the stated death benefit by the amount of the partial
withdrawal. A partial withdrawal may reduce your target death benefit.
Partial withdrawals do not reduce the stated death benefit if your base death
benefit has been increased to qualify your policy as life insurance under the
federal income tax laws, if you withdraw an amount that is no greater than the
amount that reduces your account value to a level which no longer requires your
base death benefit to be increased to qualify as life insurance for federal
income tax law purposes. SEE TAX STATUS OF THE POLICY, PAGE 56.
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FirstLine II 36
<PAGE>
We require a minimum stated death benefit and a minimum target death benefit to
issue your policy. You are not allowed to take a partial withdrawal if it
reduces your stated death benefit or target death benefit below this minimum.
SEE GROUP OR SPONSORED ARRANGEMENTS OR CORPORATE PURCHASERS, PAGE 56.
PARTIAL WITHDRAWAL MECHANICS
Unless you tell us otherwise, we will make a partial withdrawal from the
guaranteed interest division and the variable divisions in the same proportion
that each division has to your net account value immediately before your
withdrawal. The amount withdrawn from the guaranteed interest division may not
be for more than your total withdrawal multiplied by the ratio of your account
value in the guaranteed interest division to your total net account value
immediately before the partial withdrawal transaction.
We will send a new schedule page for your policy showing the effect of your
withdrawal if there is any change to your stated death benefit or your target
death benefit.
To make this change, we may ask that you return the policy to our customer
service center. Your withdrawal and any reductions in the death benefits are
effective as of the valuation date on which we receive your request. SEE
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE
58, AND DISTRIBUTIONS OTHER THAN
DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS, PAGE 58.
LAPSE
Your insurance coverage continues as long as your net cash surrender value is
enough to pay all deductions each month. Lapse does not apply if either the
guaranteed minimum death benefit or the special continuation period is in effect
and you have met all requirements. SEE SPECIAL CONTINUATION PERIOD, PAGE 22, AND
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.
After the insured person reaches age 100 and if the continuation of coverage
feature is active, the policy could lapse even though there are no further
monthly deductions. If there is an outstanding policy loan, your policy will
lapse if the loan plus the accrued interest owed is more than the account value.
GRACE PERIOD
Your policy enters the 61-day lapse grace period if, on a monthly processing
date:
1. your net cash surrender value is zero (or less); and
2. the three-year special continuation period has expired, or you have not
paid the required special continuation period premium; and
3. you do not have the guaranteed minimum death benefit or it has expired
or terminated.
We notify you that the policy is in a grace period at least 30 days before the
grace period ends. We provide this notice to you, or a person to whom you have
assigned your policy, at the last address in our records. We notify you of the
required premium payment necessary to prevent your policy from lapsing. This
amount is generally the amount of past due charges, plus the amount that covers
your estimated monthly policy and rider deductions for the next two months. If
the insured person dies during the grace period, we pay death proceeds to your
beneficiary(ies) with reductions for policy loans, accrued loan interest, and
monthly deductions owed. No lapse notice will be sent to you if the guaranteed
minimum death benefit is going to lapse.
If we receive your payment of the required amount before the end of the grace
period, we apply it to your account value in the same manner as your other
premium payments, then we take the overdue deductions from your account balance.
If you do not pay the full amount we request within the 61-day grace period,
your policy and all of its riders lapse without value. We then withdraw your
remaining account balance from the variable divisions and the guaranteed
interest division. We deduct amounts which you owe us, including any surrender
charge and inform you that the policy has ended.
IF YOU HAVE THE GUARANTEED MINIMUM DEATH BENEFIT IN EFFECT
After the special continuation period has ended, and if the guaranteed minimum
death benefit is in effect,
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<PAGE>
your policy's stated death benefit will not lapse during the guarantee period.
This is true even if your net cash surrender value is not enough to cover all of
the deductions from your account value on any monthly processing date. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.
The guaranteed minimum death benefit does not protect benefits you may have
under riders attached to your policy. Nor does it protect any amount of the base
death benefit which is more than the stated death benefit. These benefits lapse
if on any monthly processing date, your policy net cash surrender value is not
enough to pay all monthly deductions from your account value (unless your policy
is in the three-year special continuation period and your account value is more
than the interest due on your loan). While the guaranteed minimum death benefit
applies, we reduce your account value by monthly deductions, but not below zero.
We permanently waive monthly deductions during the guarantee period which would
reduce your account value below zero.
The guaranteed minimum death benefit terminates if your policy does not meet the
monthly premium or diversification tests. If your guaranteed minimum death
benefit terminates, the normal test for lapse then resumes. SEE REQUIREMENTS TO
MAINTAIN THE GUARANTEE PERIOD, PAGE 27.
LAPSE SUMMARY
<TABLE>
<CAPTION>
SPECIAL CONTINUATION PERIOD GUARANTEED MINIMUM DEATH BENEFIT
============================================================ ===========================================================
IF YOU MEET THE IF YOU DO NOT MEET THE IF YOU MEET THE IF YOU DO NOT MEET THE
REQUIREMENTS REQUIREMENTS REQUIREMENTS REQUIREMENTS
<S> <C> <C> <C>
Your policy does not lapse if Your policy enters the grace Your policy does not lapse if Your policy enters the grace
you do not have enough net period if your net cash you do not have enough net period if your net cash
cash surrender value to pay surrender value is not cash surrender value to pay surrender value is not
the monthly charges. The enough to pay the monthly the monthly charges. enough to pay the monthly
charges are delayed until the charges, or if your loan However, if you have any charges, or if your loan
earlier of: 1) the date you interest due is more than riders, they lapse after the interest due is more than
have enough net cash your net account value. If grace period and only your your net cash surrender
surrender value to cover the you do not pay enough base coverage remains in value. If you do not pay
monthly charge, or 2) until premium to cover the past force. Charges for your base enough premium to cover
the end of the special due monthly charges and coverage are then deducted the past due monthly
continuation period. interest due, plus the each month to the extent that charges and interest due,
monthly charges and interest there is sufficient net plus the monthly charges
due through the end of the account value to pay these and interest due through the
grace period (at the end of charges. If there is not end of the grace period (at
the following two months), sufficient net account value the end of the following two
your policy lapses. to pay a charge, it is months), your policy lapses.
permanently waived.
</TABLE>
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FirstLine II 38
<PAGE>
REINSTATEMENT
If you do not pay enough premium before the end of the grace period, your policy
lapses. You may still reinstate your policy and its riders (other than the
guaranteed minimum death benefit) within five years after the grace period ends.
Unless state law requires differently, we will reinstate your policy and riders
if:
1. you have not surrendered your policy for its net cash surrender value;
2. you provide satisfactory evidence to us that the insured person (and
any people insured under your riders) is still insurable according to
our normal rules of underwriting for your type of policy; and
3. we receive enough premium from you to keep your policy and its riders
in force from the beginning to the end of the grace period and for two
months after the reinstatement date.
Reinstatement is effective as of the monthly processing date following our
approval of your reinstatement application. When we reinstate your policy, we
also reinstate the surrender charges for the amount and time remaining when your
policy lapsed. If you had a policy loan when coverage ended, we reinstate it
with accrued loan interest to the date of lapse. The cost of insurance charges
in effect at the time of reinstatement for the age of the insured person are
adjusted to reflect the time since the lapse.
We apply the net premiums received after reinstatement according to the premium
allocation instructions in effect at the start of the grace period, unless you
tell us otherwise.
SURRENDER
You may surrender your policy for its net cash surrender value any time while
the insured person is living. You do this by sending a written request and your
policy or a lost policy form to our customer service center.
Your policy net cash surrender value is your cash surrender value, minus policy
loans you have taken including accrued loan interest. We compute your net cash
surrender value as of the valuation date we receive your surrender request and
policy at our customer service center. All insurance coverage ends on the date
we receive your surrender request and policy.
We do not pro-rate or add back charges and expenses deducted from your account
value which we deducted on the monthly anniversary before the date your
surrender is processed. If you surrender your policy during the first fourteen
policy years or segment years we deduct a surrender charge from your net account
value. If you surrender your policy during the early policy years, you may have
little or no net cash surrender value. SEE SURRENDER CHARGE, PAGE 50.
A surrender of your policy may have adverse tax consequences. SEE DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 58, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 58.
GENERAL POLICY PROVISIONS
FREE LOOK PERIOD OR RIGHT TO EXAMINE POLICY PERIOD
You have the right to examine your policy. If for any reason you do not want it,
you may return your policy to us or your registered representative within the
period shown in the policy. If you return your policy to us within your state's
specified time limit, we will consider it canceled as of your policy date.
If you cancel your policy during this free look period, you will receive a
refund as determined under state law.
Generally, there are two types of free look refunds. Some states require a
return of all premiums paid while others permit payment of the account value
plus a refund of all charges deducted. Your policy will specify what free look
refund applies in your state. The type of free look refund allowed in your state
will affect when your initial net premium and any additional net premiums we
receive from you before the end of the free look period are invested into the
variable divisions you selected.
Your state may require us to return the premiums you have paid if you cancel
your policy during the free look period. In this case, that portion of your
initial
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<PAGE>
net premium and any net premium we receive from you during the free look period
that you have allocated to the variable divisions will then be held in the
division investing in the Fidelity Money Market Portfolio for 15 days after we
issue your policy (five days deemed delivery time plus a typical free look
period of 10 days), unless state law requires otherwise, if:
o you made a premium payment before we issued your policy; and
o you have provided all information and documents we have requested.
At the end of 15 days, your account value will be allocated among your chosen
variable divisions, based on your most recent premium allocation instructions.
Your state may require us to return your account value plus a refund of all
charges deducted during the free look period. In this case, that portion of your
initial net premium that you have allocated to the variable divisions will then
be invested according to your most recent premium allocation instructions on the
date we issue your policy if:
o you made a premium payment before we issued your policy; and
o you have provided all information and documents we have requested.
.
Amounts you allocated to the guaranteed interest division will be invested into
that division when we issue your policy if you have made a premium payment and
have no outstanding information or document requests from us. Once we have
applied your net premium to your selected investment divisions, you may transfer
funds between investment divisions and activate policy investment features such
as automatic rebalancing or dollar cost averaging.
YOUR POLICY
The entire contract between you and us is the combination of:
o your policy;
o a copy of your original application and any applications for benefit
increases or decreases;
o all of your riders;
o endorsements;
o schedule pages; and
o reinstatement applications.
If you make a change to your coverage, we give you a copy of your changed
application and new schedules. If you send us your policy, we attach these items
to your policy and return it to you. Otherwise, you need to attach them to your
policy. Unless there is fraud, we consider all statements made in an application
to be representations and not guarantees. We use no statement to deny a claim,
unless it is in an application.
A president or an officer of our company and our secretary or assistant
secretary must sign all changes or amendments we make to your policy. No other
person may change the terms or conditions of your policy.
AGE
We issue your policy at the insured person's age stated in your policy schedule.
This is based on the insured person's age as of the nearest birthday to the
policy date. We determine the insured person's age at any given time by adding
the number of completed policy years to the age calculated at issue and shown in
the schedule.
OWNERSHIP
The original owner is the person named as the owner in the policy application.
The owner can exercise all rights and receive the benefits during the insured
person's lifetime. This includes the right to change the owner, beneficiaries,
or method to pay proceeds.
As a matter of law, all rights of ownership are limited by the rights of any
person who has been assigned rights under the policy, and any irrevocable
beneficiary(ies).
You may name a new owner by giving us written notice. The effective date of the
change to the new owner is the date the prior owner signs the notice. However,
we will not be liable for any action we take before a change is recorded at our
customer service center. A change in ownership may cause the prior owner to
recognize taxable income on gain under the policy.
BENEFICIARY(IES)
You, as owner, name the beneficiary(ies) when you apply for your policy. The
primary beneficiary(ies) who survives the insured person receives the death
proceeds. Other surviving beneficiary(ies) receive death proceeds only if there
is no surviving primary
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<PAGE>
beneficiary(ies). If more than one beneficiary(ies) survives the insured person,
they share the death proceeds equally, unless you have told us otherwise. If
none of your policy beneficiaries has survived the insured person, we pay the
death proceeds to you, or to your estate as owner.
Once you tell us who the beneficiary(ies) is/are, we keep this information on
file. You may name a new beneficiary during the insured person's lifetime. We
pay the death proceeds to the most recent beneficiary(ies) whom you have most
recently named and which we have on record. We do not make multiple payments.
COLLATERAL ASSIGNMENT
You may assign your policy as security by sending written notice to us. After we
record the assignment, your rights as owner and the beneficiary's(ies') rights
(unless the beneficiary(ies) were made an irrevocable beneficiary(ies) under an
earlier assignment) are subject to the assignment. It is your responsibility to
make sure the assignment is valid.
INCONTESTABILITY
After your policy has been in force while the insured person is alive for two
years from your policy date, we will not question the validity of the statements
in your application. After your policy has been in force while the insured
person is alive for two years from the effective date of any new segment or from
the effective date of an increase in any other benefit, we will not contest the
statements in your application for the new segment or other benefit increase.
After this policy has been in force while the insured person is alive for two
years from the effective date of any reinstatement, we will not contest the
statements in your application for reinstatement.
MISSTATEMENTS OF AGE OR GENDER
If the insured person's age or gender has been misstated, we adjust the death
benefit. We adjust death benefits to the amount which would have been purchased
for the insured person's correct age and gender. We base the adjusted death
benefit on the cost of insurance charges deducted from your account value on the
last monthly processing date before the insured person's death, or as otherwise
required by state law.
If unisex cost of insurance rates apply, we do not make any adjustments for a
misstatement of gender.
SUICIDE
If the insured person commits suicide, while that insured person is sane or
insane within two years of your policy date unless otherwise required by state
law, we limit death benefits to:
1. the total of all premiums paid to the time of death; minus
2. the amount of outstanding policy loans and accrued loan interest; minus
3. any partial withdrawals you have taken.
If the insured person has been changed, and the new insured person dies by
suicide within two years of the change date, we then limit the death benefit to:
1. your net cash surrender value as of the change date; plus
2. the premiums you paid since the change date; minus
3. the sum of any increases in policy loans, accrued loan interest, and
partial withdrawals taken since the change date.
We make a limited payment to the beneficiary(ies) for a new segment or other
increase if the insured person commits suicide, while sane or insane within two
years of the effective date of a new segment, or within two years of an increase
in any other benefit, unless otherwise required by state law. The limited
payment we make is equal to the cost of insurance and monthly expense charges
which were deducted for such increase.
TRANSACTION PROCESSING
Generally, within seven days of when we receive all information required to
process a payment, we pay:
o death proceeds;
o net cash surrender value upon surrender;
o partial withdrawals; and
o loan proceeds.
We may delay processing these transactions if:
o the NYSE is closed for trading;
o trading on the NYSE is restricted by the SEC;
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<PAGE>
o there is an emergency so that it is not reasonably possible to sell
securities in the variable divisions or to determine the value of an
investment division's assets; or
o a governmental body with jurisdiction over the separate account allows
suspension by its order.
Any SEC rules and regulations that apply determine whether or not these
conditions exist.
We execute transfers among the variable divisions as of the valuation date of
our receipt of your request at our customer service center.
We determine death proceeds as of the insured person's date of death. The death
proceeds are not affected by changes in the value of the variable divisions
after the insured person's death. We pay interest at our stated rate (or at a
higher rate if required by law) from the insured person's date of death to the
date of payment.
We may delay payment from our guaranteed interest division for up to six months,
unless state law requires otherwise, of:
o surrender proceeds;
o withdrawal amounts; or
o loan amounts.
We pay interest at our declared rate (or at a higher rate if required by law)
from the date we receive the request if we delay payment more than 30 days.
NOTIFICATION AND CLAIMS PROCEDURES
Except for certain authorized telephone requests, we must receive in writing any
election, designation, change, assignment or request made by the owner.
You must use a form acceptable to us. We are not liable for actions taken before
we receive and record the written notice. We may require you to return your
policy for policy change, or at the time of surrender.
If the insured person dies while your policy is in force, please let us or your
registered representative know as soon as possible. We will immediately send you
instructions on how to make a claim. As proof of the deceased insured person's
death, we may require you to provide proof of the deceased insured person's age,
and a certified copy of the deceased insured person's death certificate.
The beneficiary(ies) and the deceased insured person's next of kin may need to
sign authorization forms. These forms allow us to get information about the
deceased insured person. This information may include medical records of doctors
and hospitals used by the deceased insured person.
TELEPHONE PRIVILEGES
If your policy was delivered on or after May 1, 1999, telephone privileges are
automatically provided to you and your agent or registered representative,
unless you tell us otherwise. If you do not wish to have this feature, decline
it on the application or contact our customer service center. If your policy was
delivered before May 1, 1999, you may choose telephone privileges by completing
our customer service form and returning it to our customer service center.
Telephone privileges allow you or your agent or registered representative, if
applicable, to call our customer service center to:
o make transfers;
o change premium allocations;
o change features in your dollar cost averaging and automatic rebalancing
programs;
o partial withdrawals; or
o request a policy loan.
Our customer service center uses reasonable procedures to make sure that
instructions received by telephone are genuine. These procedures may include:
1. requiring some form of personal identification;
2. providing written confirmation of any transactions; and
3. tape recording telephone calls.
By accepting automatic telephone privileges, you authorize us to record your
telephone calls to us. If we use reasonable procedures to confirm instructions,
we are not liable for losses due to unauthorized or fraudulent instructions. We
may discontinue this privilege at any time.
NON-PARTICIPATION
Your policy does not participate in the surplus earnings of Security Life.
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<PAGE>
DISTRIBUTION OF THE POLICIES
The principal underwriter (distributor) for our policies is ING America
Equities, Inc. ING America Equities, Inc. is a wholly owned subsidiary of
Security Life. It is registered as a broker-dealer with the SEC and the NASD. We
pay ING America Equities, Inc. for acting as the principal underwriter under a
distribution agreement.
We sell our policies through registered representatives of other broker-dealers
including, but not limited to:
1. VESTAX Securities Corporation, a subsidiary of ING America Insurance
Holdings, Inc.;
2. Locust Street Securities, Inc., an affiliate of Security Life of Denver
Insurance Company;
3. Multi-Financial Services, Inc., an affiliate of Security Life of Denver
Insurance Company; and
4. IFG Network Securities, Inc., a subsidiary of Investors Financial
Group, Inc., which is a subsidiary of ING America Insurance Holdings,
Inc.
These broker-dealers have entered into selling agreements with us. They are
registered with the SEC and the NASD.
Under these selling agreements, we pay a distribution allowance to
broker-dealers, who then pay commissions to the registered representative who
sells this policy. The distribution allowance may be up to 95% of the first
target premium that you pay. For premiums that you pay over your first target
premium, the distribution allowance may be up to 4% in policy years one through
ten, and up to 2% in policy years over ten.
Broker-dealers may receive annual renewal payments of up to 0.10% of the net
account value at the earlier of the beginning of the tenth year of your policy
or after you pay more than the guideline single premium according to the federal
income tax definition of life insurance.
Compensation arrangements vary among broker-dealers and depend on particular
circumstances. In addition to the above-described compensation, we may pay:
o override payments;
o expense allowances;
o bonuses;
o special marketing fees;
o wholesaler fees and marketing allowances; and
o training allowances.
Under our sales incentive programs, as permitted by law, registered
representatives may receive other compensation such as:
o expense-paid trips;
o expense-paid educational seminars; and
o merchandise.
We pay all distribution and other allowances from our own resources which
includes sales charges deducted from premiums and surrender charges.
ADVERTISING PRACTICES AND SALES LITERATURE
We may use advertisements and sales literature to promote this product,
including:
o articles on variable life insurance and other information published in
business or financial publications;
o indices or rankings of investment securities; and
o comparisons with other investment vehicles, including tax
considerations.
We may use information regarding the past performance of the variable investment
divisions. But past performance is not indicative of future performance of the
investment divisions or the policies and is not reflective of the actual
investment experience of individual policyowners.
We may feature certain investment divisions and their managers, as well as
describe asset levels and sales volumes for our products. We may refer to past,
current, or prospective economic trends and investment performance or other
information we believe may be of interest to our customers.
SETTLEMENT PROVISIONS
You may elect to have the beneficiary(ies) receive the death proceeds other than
in one payment. If you make this election, you must do so during the insured
person's lifetime. If you have not made this election, the beneficiary(ies) may
do so within 60 days after we receive proof of the insured person's death.
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<PAGE>
You may take your net cash surrender value in other than one payment.
The investment performance of the variable divisions does not affect payments
under these settlement options. Instead, interest accrues at a fixed rate based
on the option you choose. Payment options are subject to our rules at the time
you make your selection. A periodic payment must be at least $20. Currently,
these alternate payment options are available if the proceeds are $2,000 or
more.
Option I: PAYOUTS FOR A DESIGNATED PERIOD: Payout payments may be made on a
monthly, quarterly, semi-annual, or annual basis.
These payments may last for a period from five to thirty years. The
installment dollar amounts are equal except for any excess
interest. Settlement Option Table I in your policy shows the amount
of the first monthly payout for each $1,000 of account value
applied.
Option II: LIFE INCOME WITH PAYOUTS GUARANTEED FOR A DESIGNATED PERIOD: Payout
payments may be made on a monthly, quarterly, semi-annual, or
annual basis.
We make these payments throughout the lifetime of the person
receiving the payment, or if longer for guaranteed periods of five,
ten, fifteen, or twenty years. You may choose the length of time to
receive the guaranteed payments. If you choose a longer guaranteed
period, this will decrease the amount of your periodic payments.
The installment dollar amounts are equal except for any excess
interest. The Settlement Option Table II in your policy shows the
amount of the first monthly payout for each $1,000 of account value
applied. This option is available only for the ages shown in this
table.
Option III: HOLD AT INTEREST: Amounts may be left on deposit with us to be paid
at the death of the person you choose to receive the payment, or at
a chosen earlier date. We will pay interest at our declared rate on
any unpaid balance (or at a higher rate if required by law). You
may choose interest to be accumulated or be paid on a monthly,
quarterly, semi-annual, or annual basis.
You may not leave money on deposit for more than 30 years.
Option IV: PAYOUTS OF A DESIGNATED AMOUNT: Payouts will be made until proceeds,
including interest, are exhausted. Interest is at a rate we declare
(or at a higher rate as required by law). Payout payment choices
are on a monthly, quarterly, semi-annual, or annual basis.
Option V: OTHER: You, as owner, may ask us to apply money under any options
we offer at the time we pay the benefit.
The beneficiary(ies) or other person (successor to the beneficiary(ies)) who has
the right to receive payments may name someone else to receive amounts that we
would otherwise pay to the beneficiary's(ies') estate if he/she/they die(s). The
person who has the right to receive payment may name another person, at any
time. Designating another person to receive payment may have income, gift or
estate tax consequences. Consult a professional tax adviser before making this
designation.
We must approve an arrangement that involves someone who is to receive payment
who is not a human being (for example, a corporation). We must approve a
situation involving a person who is to receive payment while acting on behalf of
another, called a fiduciary. We base the details of all arrangements on our
rules at the time the arrangements are effective. This includes rules on the:
o minimum amount we pay under an option;
o minimum amounts for installment payments;
o withdrawal rights;
o right to receive payments over time, which we may offer as a lump sum
payment;
o naming of people who have the right to receive payment and their
successors; and
o proof of age and survival.
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<PAGE>
ADMINISTRATIVE INFORMATION ABOUT THE POLICY
VOTING PRIVILEGES
We invest the variable divisions' assets in shares of investment portfolios. We
are the legal owner of the shares held in the variable account and we have the
right to vote on certain issues. Among other things, we may vote on issues
described in the fund's current prospectus, or issues requiring a vote by
shareholders under the Investment Company Act of 1940.
Even though we own the shares, we give you the opportunity to tell us how to
vote the number of shares attributable to your account value.
We count fractional shares. If you have a voting interest, we send you proxy
material and a form on which to give us your voting instructions.
Each investment portfolio's shares have the right to one vote. The votes of all
investment portfolios are cast together on a collective basis, except on issues
for which the interests of the portfolios differ. In these cases, voting is done
on a portfolio-by-portfolio basis.
Examples of issues that require a portfolio-by- portfolio vote are:
1. changes in the fundamental investment policy of a particular investment
portfolio; or
2. approval of an investment advisory agreement.
We vote the shares in accordance with your instructions at meetings of
investment portfolio shareholders. We vote any investment portfolio shares that
are not attributable to policies, and any investment portfolio shares for which
the owner does not give us instructions, the same way we vote as if we did
receive owner instructions.
We reserve the right to vote investment portfolio shares without getting
instructions from policy owners if the federal securities laws, regulations, or
their interpretations change to allow this.
You may only instruct us on matters relating to the investment portfolios
corresponding to divisions in which you have invested assets as of the record
date set by the investment portfolio's Board for the portfolio's shareholders
meeting. We determine the number of investment portfolio shares in each division
that we attribute to your policy by dividing your account value allocated to
that division by the net asset value of one share of the matching investment
portfolio.
MATERIAL CONFLICTS
We are required to track events to identify any material conflicts arising from
using investment portfolios for both variable life and variable annuity separate
accounts. The boards of the investment portfolios, Security Life, and other
insurance companies participating in the investment portfolios, have this same
duty. There may be a material conflict if:
o state insurance law or federal income tax law changes;
o investment management of an investment portfolio changes; or
o voting instructions given by owners of variable life insurance policies
and variable annuity contracts differ.
The investment portfolios may sell shares to certain qualified pension and
retirement plans qualifying under Code Section 401. These include cash or
deferred arrangements under Code Section 401(k). Therefore, there is a
possibility that a material conflict may arise between the interests of owners
in general, or between certain classes of owners, and these retirement plans or
participants in these retirement plans.
If there is a material conflict, we have the duty to determine appropriate
action, including removing the portfolios involved from our variable investment
options. We may take other action to protect policy owners. This could mean
delays or interruptions of the variable operations.
When state insurance regulatory authorities require us, we may ignore voting
instructions relating to changes in an investment portfolio's adviser or its
investment policies. If we do ignore voting instructions, we give you a summary
of our actions in the next semi-annual report to owners.
Under the Investment Company Act of 1940, we must get your approval for certain
actions involving our separate account. In this case, you have one vote for
every $100 of value you have in the variable divisions. We cast votes credited
to amounts in the
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<PAGE>
variable divisions, but not credited to policies in the
same proportion as votes cast by owners.
RIGHT TO CHANGE OPERATIONS
Subject to state limitations, we may from time to time make any of the following
changes to our separate account:
1. Change the investment objective.
2. Offer additional divisions which will invest in portfolios we find
appropriate for policies we issue.
3. Eliminate variable divisions.
4. Combine two or more variable divisions.
5. Substitute a new investment portfolio for a portfolio in which the
division currently invests. A substitution may become necessary if, in
our judgment:
o a portfolio no longer suits the purposes of your policy;
o there is a change in laws or regulations;
o there is a change in a portfolio's investment objectives or
restrictions;
o the portfolio is no longer available for investment; or
o another reason we deem a substitution is appropriate.
6. Transfer assets related to your policy class to another separate
account.
7. Withdraw the separate account from registration under the 1940 Act.
8. Operate the separate account as a management investment company under
the 1940 Act.
9. Cause one or more divisions to invest in a mutual fund other than, or
in addition to, the investment portfolios.
10. Stop selling these policies.
11. End any employer or plan trustee agreement with us under the
agreement's terms.
12. Limit or eliminate any voting rights for the separate account.
13. Make any changes required by the 1940 Act, or its rules or regulations.
We will not make a change until it is effective with the SEC and approved by the
appropriate state insurance departments, if necessary. We will notify you of
changes. If you then wish to transfer the amount you have in the affected
division to another variable division, or to the guaranteed interest division,
you may do so free of charge. Just notify us at our customer service center.
REPORTS TO OWNERS
At the end of each policy year we send a report to you that shows:
o your total net policy death benefit (your stated death benefit plus
adjustable term insurance rider death benefit, if any);
o your account value;
o your policy loans, if any, plus accrued interest;
o your net cash surrender value;
o information about the variable divisions; and
o your account transactions during the previous year showing net
premiums, transfers, deductions, loans, or withdrawals.
We also send semi-annual reports with financial information on the investment
portfolios, including a list of the investment holdings of each portfolio to
you.
We send confirmation notices to you throughout the year for certain policy
transactions.
CHARGES, DEDUCTIONS AND REFUNDS
The amount of a charge may not exactly correspond to the cost incurred by us to
provide the service or benefits associated with the particular policy. Many
charges are not at "cost". For example, the sales charges may not cover all of
the sales and distribution expenses actually incurred by us. Proceeds from other
charges, including the mortality and expense risk charge or cost of insurance
charges, may be used in part to cover such expenses.
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<PAGE>
DEDUCTIONS FROM PREMIUMS
We consider any payment we receive to be a premium if the insured person is not
yet age 100, and you do not have an outstanding loan. After we deduct certain
expenses from your premium payment, we add the remaining net premium to your
account value.
TAX CHARGES
We pay state and local taxes in almost all states. These taxes vary in amount
from state to state and may vary from jurisdiction to jurisdiction within a
state. Currently, state and local taxes range from 0.5% to 5% with some states
not imposing these types of taxes. We currently deduct an amount equal to 2.5%
of each premium payment you make to cover these taxes. The 2.5% rate
approximates the average tax rate we expect to pay in all states.
We also currently deduct an amount equal to 1.5% of each premium payment you
make to cover our estimated costs for the federal income tax treatment of
deferred acquisition costs. This cost is determined solely by the amount of life
insurance premiums we receive.
We reserve the right to increase or decrease your premium expense charge for
taxes as a result of changes in the tax law, within limits set by state law. We
also reserve the right to increase or decrease your premium expense charge for
the federal income tax treatment of deferred acquisition costs based on any
change in that cost to us.
SALES CHARGE
We deduct a percentage from each of your premium payments to compensate us for
the costs we incur in selling the policies. We base the deducted percentage on
the insured person's age on the policy date or an increase in your coverage:
Segment Issue
Age Sales Charge Percentage
--- -----------------------
0 - 49 2.25%
50 - 59 3.25%
60 - 85 4.25%
These premium deductions are a part of the total sales charge. To determine your
applicable sales charge, premiums you pay after an increase in stated death
benefit are allocated to your policy segments in the same proportion as the
guideline annual premium (defined by federal income tax law) for each segment
bears to the total guideline annual premium for your stated death benefit.
The sales charge covers the costs of distribution, preparing our sales
literature, promotional expenses, and other direct and indirect expenses. The
amount charged is not specifically related to sales expenses in a particular
year.
We may reduce or waive the sales charge for certain group or sponsored
arrangements or for corporate purchasers.
DAILY DEDUCTIONS FROM THE VARIABLE ACCOUNT
MORTALITY AND EXPENSE RISK CHARGE
We deduct a charge each day for the mortality and expense risks we assume. This
charge is 0.002055% per day of the amount you have in the variable divisions.
This is an annual rate of 0.75%.
The mortality risk we assume is that insured people, as a group, may live less
time than we estimated. We assume risk that expenses we incur in issuing and
administering the policies and in operating the variable divisions are greater
than the amount we estimated when we set these charges.
The mortality and expense risk charge does not apply to your account value which
is invested in the guaranteed interest division or the loan division.
MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE
We deduct charges from your account value on each monthly processing date. On or
before November 1, 1999, we will make available to you the option to designate a
single withdrawal investment division from which we will take your monthly
deductions. You may designate a withdrawal investment division at policy
application or at a later time. You may choose to have us withdraw the monthly
deduction from the guaranteed interest division or the variable divisions in
which you have amounts. You may not use the loan division as your designated
withdrawal investment division from which to deduct monthly deductions.
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If you do not choose a withdrawal investment division from which to deduct
monthly deductions, or if the amount you have in your designated withdrawal
investment division is not enough to cover the monthly deductions, these charges
are taken from the variable and guaranteed interest divisions in the same
proportion that your account value in each division has to your total net
account value as of the monthly processing date. If you change your designated
withdrawal investment division from which monthly deductions are deducted, we
may consider this a premium allocation change for which there may be a charge.
SEE POLICY TRANSACTION FEES, PAGE 49.
DIVISIONS FROM WHICH WE DEDUCT CHARGES
<TABLE>
<CAPTION>
MONTHLY CHARGES: COST OF
INSURANCE CHARGES, RIDER CHARGES, LOANS AND
ADMINISTRATION FEES TRANSACTION FEES PARTIAL WITHDRAWALS
- ----------- ----------------------------------------- ---------------------------- -----------------------------------
<S> <C> <C> <C>
CHOICE May choose one withdrawal investment Proportionally among May choose any withdrawal
division, including guaranteed interest variable divisions and investment division or combination
division when this option is available guaranteed interest division of investment divisions, subject to
requirements
- ----------- ----------------------------------------- --------------------------- -----------------------------------
DEFAULT Proportionally among variable divisions Proportionally among Proportionally among variable
and guaranteed interest division variable divisions and divisions and guaranteed interest
guaranteed interest division division
</TABLE>
POLICY CHARGE
The initial policy charge is $10 per month for the first three years of your
policy. This charge compensates us for such costs as:
o application processing;
o medical examinations ;
o establishment of policy records; and
o insurance underwriting costs.
MONTHLY ADMINISTRATIVE CHARGE
For this policy, we charge a per month administrative charge of $3 plus $0.025
per $1,000 for the greater of the stated death benefit, or the target death
benefit. The per $1,000 charge is currently limited to $30 per month. The
monthly administrative charge is designed to compensate us for ongoing costs
such as:
o premium billing and collections;
o claim processing;
o policy transactions;
o record keeping;
o reporting and communications with policy owners; and
o other expenses and overhead.
COST OF INSURANCE CHARGE
The cost of insurance charge compensates us for the ongoing costs of providing
insurance coverage under the policy, including the expected cost of paying death
proceeds that are more than your account value at the insured person's death.
We base the cost of insurance charge rates on the insured person's age, gender,
ratings and premium class on the policy for each segment date, or on the date
you add a base coverage segment.
The cost of insurance charge is equal to our current monthly cost of insurance
rate times the net amount at risk for each portion of your death benefit. We
calculate the net amount at risk monthly, at the beginning of each policy month.
For the base death benefit, the net amount at risk is calculated using the
difference between the current base death benefit and your account value. We
determine the amount of your account value after we deduct your policy and rider
charges due on that date, other cost of insurance charges for the base death
benefit, adjustable term insurance rider and waiver of cost of insurance rider.
If your base death benefit at the beginning of a month increases (due to
requirements of the federal income tax law definition of life insurance), the
net amount at risk for your base death benefit for that month also increases.
Similarly, the net amount at risk for your adjustable term insurance rider
decreases. This means that the amount of your cost of insurance charge varies
from month to month with changes in
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<PAGE>
your net amount at risk, changes in the death benefit and with the increasing
age of the insured person. We allocate the net amount at risk to any segments in
the same proportion that each segment has to the total stated death benefit for
all coverage segments as of the monthly processing date.
We apply unisex rates where appropriate under the law. This currently includes
the State of Montana and policies purchased by employers and employee
organizations in connection with employment-related insurance or benefit
programs.
Separate cost of insurance rates apply to:
o each segment of the base death benefit; and
o your adjustable term insurance rider.
These rates are never more than the guaranteed maximum rates shown in your
policy; however, they may change from time to time. The guaranteed maximum rates
are based on the 1980 Commissioner's Standard Ordinary Sex Distinct
Mortality Table.
The maximum rates for the initial and any new segment will be printed in the
schedule which we will provide to you.
There are no cost of insurance charges after the insured person reaches age 100.
GUARANTEED ISSUE
We may offer policies on a guaranteed issue basis for certain group or sponsored
arrangements. When this happens, we issue these policies up to a preset face
amount with reduced evidence of insurability requirements. Guaranteed issue
policies may carry a different mortality risk to us compared with policies that
are fully underwritten. So, we may charge different cost of insurance rates for
guaranteed issue policies. The cost of insurance rates under these circumstances
may depend on the:
o issue age of the insured people;
o risk class of the insured people;
o size of the group; and
o total premium the group pays.
Generally, most guaranteed issued policies have higher overall charges for
insurance than a similar underwritten policy issued in the standard nonsmoker,
or standard smoker class. This means that the insured person in a group or
sponsored arrangement could get individually underwritten insurance coverage at
a lower overall cost. CHARGES FOR ADDITIONAL BENEFITS
On each monthly processing date, we deduct the cost of additional benefits under
your riders. SEE ADDITIONAL BENEFITS, PAGE 28.
CHANGES IN MONTHLY CHARGES
Changes we make in the cost of insurance charges or charges for additional
benefits are for a class of insured persons. We base the new charge on changes
in expectations about:
o investment earnings;
o mortality;
o the time policies remain in effect;
o expenses; and
o taxes.
New monthly charges will never be more than the guaranteed maximum rates shown
in your policy.
CONTINUATION OF COVERAGE ADMINISTRATIVE FEE
When the insured person reaches age 100, if your policy has not been
surrendered, the continuation of coverage period begins. We will charge a
one-time administrative fee of $200. This charge compensates us for maintaining
and servicing your policy until the death of the insured person. We then no
longer charge you a monthly administrative fee.
POLICY TRANSACTION FEES
We also charge fees for certain transactions you may make under your policy. We
take these fees from the variable and the guaranteed interest divisions in the
same proportion that your account value in each division has to your net account
value immediately after the transaction.
PARTIAL WITHDRAWALS
We charge a service fee of $25 against your account value for each partial
withdrawal you take to cover our costs. We may also deduct a surrender charge
from your account value. SEE PARTIAL WITHDRAWALS, PAGE 36.
TRANSFERS
There is a $25 fee for each additional transfer over twelve per policy year to
cover our costs. If you include multiple transfers in one transfer request, it
counts as one transfer. There is no transfer fee if you
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<PAGE>
are transferring your account value into the guaranteed interest division under
the right to exchange feature in your policy. SEE TRANSFERS OF ACCOUNT VALUE,
PAGE 32, AND RIGHT TO EXCHANGE POLICY, PAGE 30.
ILLUSTRATIONS
The first policy illustration you request in a policy year is free. After that,
we may charge a fee of up to $25 for each additional policy illustration you
request.
PREMIUM ALLOCATION CHANGE
You may make five free premium allocation changes per policy year. After the
five free premium allocation changes, we charge you $25 for each additional
premium allocation change per policy year.
PERSISTENCY REFUND
Where state law allows us, we pay long-term policy owners a persistency refund.
Each month your policy remains in force after your tenth policy anniversary, we
credit your account value with a refund. This refund equals 0.6% of your account
value on an annual basis. On a monthly basis, this equals 0.05%.
We do not guarantee that we will pay a persistency refund on the guaranteed
interest division.
If applicable, we add the persistency refund to the variable and guaranteed
interest divisions, but not the loan division, in the same proportion that your
account value in each division has to your net account value as of the monthly
processing date. If we pay a persistency refund on the guaranteed interest
division, we will pay it to you if your policy is in the continuation of
coverage period.
Here are two examples of how the persistency refund may affect your account
value each month:
EXAMPLE 1: YOUR POLICY HAS NO LOAN:
o account value = $10,000 (all in the variable divisions)
o monthly persistency refund rate = .0005
o persistency refund = 10,000 x .0005 = $5.00
Before After
Persistency Persistency
Refund Refund
------ ------
Variable
divisions $10,000.00 $10,005.00
EXAMPLE 2: YOUR POLICY DOES HAVE A LOAN:
o account value = $10,000
o account value in the variable divisions = $6,000
o account value in the loan division = $4,000
o monthly persistency refund rate = .0005
o persistency refund = 10,000 x .0005 = $5.00
Before After
Persistency Persistency
Refund Refund
------ ------
Variable
divisions $6,000.00 $6,005.00
Loan $4,000.00 $4,000.00
SURRENDER CHARGE
We may deduct a surrender charge from your account value during the first
fourteen years of your policy or coverage segment if you:
o surrender your policy;
o reduce your stated death benefit;
o allow your policy to lapse; or
o take a partial withdrawal which decreases your stated death benefit.
The surrender charge compensates us for issuing and distributing policies. We
deduct surrender charges proportionately based on the account value in each
investment division in which you have amounts invested immediately following the
transaction.
The surrender charge is made up of two parts:
1. an administrative surrender charge, and
2. a sales surrender charge.
If you change your death benefit option, this may decrease your stated death
benefit. Under these circumstances, we do not deduct a surrender charge from
your account value, and we do not reduce future surrender charges.
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<PAGE>
If you change your death benefit option, this may increase the stated death
benefit. We do not increase your surrender charge in this case. However, all
other increases in your stated death benefit create a new segment which will be
subject to its own fourteen year surrender charge period.
If your surrender charge changes, we send you a new schedule showing the change.
The administrative surrender charge varies by age at policy issue. See the chart
below. Once set, the administrative surrender charge remains level for the first
seven years following the effective date of your policy, and any new segment.
These charges then decrease at the beginning of each following policy year by
12.5% of the amount in effect at the end of the seventh policy year. This
continues until your surrender charge reaches zero at the beginning of your
fifteenth policy year, or the year when the insured person reaches age 98,
whichever happens first.
ADMINISTRATIVE SURRENDER CHARGE
The administrative surrender charge is a dollar amount for each $1,000 of the
stated death benefit. We base this amount on the insured person's age on your
policy date, or on the date you add a new stated death benefit coverage segment
to your policy.
ADMINISTRATIVE SURRENDER CHARGE
Insured's Administrative Surrender Charge Per
Age $1,000 of Stated Death Benefit
0 - 39 $2.50
40 - 49 $3.50
50 - 59 $4.50
60 - 69 $5.50
70 and above $6.50
For example, if the stated death benefit is $100,000 and the insured person is
age 40 on your policy date, your administrative surrender charge is $350.
During the first fourteen years of your policy your administrative surrender
charge may decrease. This happens if you request a decrease in your stated death
benefit, or you take a partial withdrawal which causes your stated death benefit
to decrease. Your administrative surrender charge decreases in the same
proportion that your stated death benefit decreases. Under these circumstances
we then deduct from your account value the amount by which your
administrative surrender charge decreased.
We designed your administrative surrender charge to cover part of our
administrative expenses for your policy, such as:
o application processing;
o establishing your policy records;
o insurance underwriting; and
o costs associated with developing and operating our systems to
administer the policies.
SALES SURRENDER CHARGE
We calculate the sales surrender charge for each segment by applying the
premiums you paid to each segment in the same proportion that the guideline
annual premium for each segment (as defined by the federal income tax laws) has
to the sum of the guideline annual premiums for all segments.
The sales surrender charge is:
1. 25% of the premiums you paid up to your target premium for each segment
without any substandard ratings (this is known as the base standard
target premium); plus
2. 5% of the premiums you paid in the first seven policy years following
the effective date of a segment in excess of the base standard target
premium for that segment.
Your sales surrender charge is never greater than 50% of your base standard
target premium. We do not determine target premiums on your scheduled premium.
We determine target premiums actuarially, based on the age and gender of the
insured person. Your policy schedule shows the initial target premium for your
policy and the target premium for any added segments. The schedule also shows
the maximum sales surrender charge for your stated death benefit.
If your stated death benefit decreases, we reduce your target premium for each
segment in the same proportion that we reduce your stated death benefit. We do
not do this if the reduction is a result of a death benefit option change. In
that case, we will send a new schedule page to you. You should attach this new
page to your policy. In some instances, we may ask you to send your policy to us
so that we can make this change for you.
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<PAGE>
If your new target premium for each segment is greater than or equal to the
premiums you paid for that segment, then we reduce your future maximum sales
surrender charge, we do not deduct a sales surrender charge from your account
value.
If your new target premium for each segment is less than the sum of the premiums
you paid for that segment, we reduce the future maximum sales surrender charge
and we deduct a sales surrender charge from your account value equal to the
difference between your sales surrender charge before the decrease, and your
sales surrender charge after the decrease. We recalculate your new sales
surrender charge as if your new target premium was always in effect for that
segment.
We reduce your future maximum sales surrender charge in the same proportion that
we reduce your stated death benefit if:
1. you make a decrease to your stated death benefit more than seven years
after your policy date; or
2. you make a partial withdrawal from your policy which reduces the stated
death benefit, and you make your request more than seven years after
the date you added the additional segment.
CALCULATION OF SURRENDER CHARGE EXAMPLES
EXAMPLE 1: Assume the stated death benefit on your policy is $100,000 and the
the insured person is age 45 when we issued your policy. The
target premium on your policy is $1,500. The actual surrender
charge, assuming that you pay a $1,000 premium each policy year,
is:
Administrative Sales Actual
Policy Year Surrender Charge Surrender Charge Surrender Charge
----------- ---------------- ---------------- ----------------
1 $350.00 $250.00 $600.00
2 350.00 400.00 750.00
3 350.00 450.00 800.00
4 350.00 500.00 850.00
5 350.00 550.00 900.00
6 350.00 600.00 950.00
7 350.00 650.00 1000.00
8 306.25 568.75 875.00
9 262.50 487.50 750.00
10 218.75 406.25 625.00
11 175.00 325.00 500.00
12 131.25 243.75 375.00
13 87.50 162.50 250.00
14 43.75 81.25 125.00
15 0.00 0.00 0.00
EXAMPLE 2: If you reduce your stated death benefit on your third policy
anniversary to $90,000, we reduce your target premium
proportionately, and it now equals $1,350 (90% of $1,500). There
is a sales surrender charge of $30 when you reduce your stated
death benefit. This is the difference between your sales surrender
charge immediately before the decrease, and your sales surrender
charge calculated assuming your new target premium was always in
effect for your policy. There is an administrative surrender
charge of $35 . This is the difference between your original
administrative surrender charge and 90% of your initial
administrative surrender charge. Using the figures in the example
here, this calculation is: $350 - $315. We deduct both the sales
surrender charge and the administrative surrender charge from the
account value. The resulting actual surrender charge for each
policy year is:
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<PAGE>
Administrative Sales Actual
Policy Year Surrender Charge Surrender Charge Surrender Charge
----------- ---------------- ---------------- ----------------
1 $350.00 $250.00 $600.00
2 350.00 400.00 750.00
3 350.00 450.00 800.00
4 315.00 470.00 785.00
5 315.00 520.00 835.00
6 315.00 570.00 885.00
7 315.00 620.00 935.00
8 275.63 542.50 818.13
9 236.25 465.00 701.25
10 196.88 387.50 584.38
11 157.50 310.00 467.50
12 118.13 232.50 350.63
13 78.75 155.00 233.75
14 39.38 77.50 116.88
15 0.00 0.00 0.00
FEES AND EXPENSES OF THE INVESTMENT PORTFOLIOS
The variable account purchases shares of the investment portfolios at net asset
value. This price reflects investment management fees and other direct expenses
that are deducted from the portfolio assets. The following table describes these
investment management fees and other direct expenses of the investment
portfolios. The fees and expenses are shown in both gross amounts and net
amounts shown after any expenses or fees have been voluntarily absorbed by the
investment portfolio advisers.
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<PAGE>
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS) /1/
Fees and
Investment Total Expenses Total Net
Management Other Portfolio Waived or Portfolio
Portfolio Fees Expenses Expenses Reimbursed Expenses
AIM VARIABLE INSURANCE FUNDS, INC.
<S> <C> <C> <C> <C> <C>
AIM V.I. Capital Appreciation Fund 0.62% 0.05% 0.67% NA 0.67%
AIM V.I. Government Securities Fund 0.50% 0.26% 0.76% NA 0.76%
THE ALGER AMERICAN FUND
Alger American Growth Portfolio 0.75% 0.04% 0.79% NA 0.79%
Alger American Leveraged AllCap Portfolio 0.85% 0.11%/2/ 0.96% NA 0.96%
Alger American MidCap Growth Portfolio 0.80% 0.04% 0.84% NA 0.84%
Alger American Small Capitalization Portfolio 0.85% 0.04% 0.89% NA 0.89%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Growth Portfolio 0.59% 0.09% 0.68% NA 0.68%/4/
VIP Money Market Portfolio 0.20% 0.10% 0.30% NA 0.30%
VIP Overseas Portfolio 0.74% 0.17% 0.91% NA 0.91%/4/
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager Portfolio 0.54% 0.10% 0.64% NA 0.64%/4/
VIP II Index 500 Portfolio 0.24% 0.11% 0.35% 0.07% 0.28%/5/
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund (formerly VIF-Industrial Income Portfolio) 0.75% 0.42% 1.17%/3/ 0.24%/6/ 0.93%
INVESCO VIF-High Yield Fund 0.60% 0.47% 1.07% NA 1.07%
INVESCO VIF-Small Company Growth Fund 0.75% 11.92% 12.67%/3/ 10.80%/7/ 1.87%
INVESCO VIF-Total Return Fund 0.75% 0.49% 1.24%/3/ 0.23%/8/ 1.01%
INVESCO VIF-Utilities Fund 0.60% 1.24% 1.84%/3/ 0.76%/9/ 1.08%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Growth Portfolio 0.83% 0.09% 0.92% NA 0.92%
Limited Maturity Bond Portfolio 0.65% 0.11% 0.76% NA 0.76%
Partners Portfolio 0.78% 0.06% 0.84% NA 0.84%
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund 1.00% 0.15% 1.15% NA 1.15%
Worldwide Emerging Markets Fund 1.00% 0.61% 1.61%/3/ 0.11%/10/ 1.50%
Worldwide Hard Assets Fund 1.00% 0.20% 1.20%/3/ NA/11/ 1.20%
Worldwide Real Estate Fund 1.00% 4.32% 5.32%/3/ 4.43%/12/ 0.89%
</TABLE>
/1/ The preceding portfolio expense information was provided to us by the
portfolios, and we have not independently verified such information. These
portfolio expenses are not direct charges against division assets or reduction
from contract values; rather these portfolio expenses are taken into
consideration in computing each underlying portfolio's net asset value, which is
the share price used to calculate the unit values of the divisions. For a more
complete description of the portfolios' costs and expenses, see the prospectuses
for the portfolios.
/2/ Included in other expenses of the Alger American Leveraged AllCap Portfolio
is 0.03% of interest expense.
/3/ Certain expenses of the Fund are being voluntarily absorbed by the Funds.
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<PAGE>
/4/ A Portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds have entered into arrangements
with their custodian whereby credits realized, as a result of uninvested cash
balances were used to reduce custodian expenses. Including these reductions, the
total portfolio expenses presented in the table would have been 0.66% for Growth
Portfolio, 0.89% for Overseas portfolio and 0.63% for Asset Manager Portfolio.
/5/ FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
the period. Without this reimbursement, the funds' total portfolio expenses
would have been 0.35%.
/6/ Certain expenses of the VIF-Equity Income Fund (formerly VIF-Industrial
Income Fund) are being absorbed voluntarily by INVESCO Funds Group, Inc.
pursuant to a commitment to the Fund. After absorption, the VIF-Equity Income
Fund's "Other Expenses" and "Total Portfolio Expenses" were 0.18% and 0.93%
respectively. This commitment can be changed at any time following
consultation with the board of directors.
/7/ Certain expenses of the VIF-Small Company Growth Fund are being absorbed
voluntarily by INVESCO Funds Group, Inc. pursuant to a commitment to the Fund.
After absorption, the VIF-Small Company Growth Fund's "Other Expenses" and
"Total Portfolio Expenses" were 1.12% and 1.87% respectively. This commitment
can be changed at any time following consultation with the board of directors.
/8/ Certain expenses of the VIF-Total Return Fund are being absorbed voluntarily
by INVESCO Funds Group, Inc. pursuant to a commitment to the Fund. After
absorption, the VIF-Total Return Fund's "Other Expenses" and "Total Portfolio
Expenses" were 0.42% and 1.17% respectively. This commitment can be changed at
any time following consultation with the board of directors.
/9/ Certain expenses of the VIF-Utilities Fund are being absorbed voluntarily by
INVESCO Funds Group, Inc. pursuant to a commitment to the Fund. After
absorption, the VIF-Utilities Fund's "Other Expenses" and "Total Portfolio
Expenses" were 0.48% and 1.08% respectively. This commitment can be changed at
any time following consultation with the board of directors.
/10/ Van Eck Associates Corporation (the "Advisor") assumed expenses exceeding
1.50% of the Fund's average daily net assets. Due to this arrangement, the
actual expenses incurred were "Total Portfolio Expenses" of 1.50%.
/11/ The Fund's "Other Expenses" were reduced by a fee arrangement based on cash
balances left on deposit with the custodian and a directed brokerage arrangement
where the Fund directs certain portfolio trades to a broker that, in turn, pays
a portion of the Fund's expenses. Due to this arrangement the actual expenses
incurred were "Other Expenses" of 0.16% and "Total Portfolio Expenses" of 1.16%.
/12/ Van Eck Associates Corporation (the "Advisor") waived its management fees
and assumed certain expenses for the period January 1, 1998 to February 28,
1998. The Advisor also assumed expenses exceeding 1.00% of the Fund's average
daily net assets for the period March 1,1998 to December 31, 1998. The Fund's
expenses were also reduced by a fee arrangement based on cash balances left on
deposit with the custodian and a directed brokerage arrangement where the fund
directs certain portfolio trades to a broker that, in turn, pays a portion of
the Fund's expenses. Due to this arrangement the actual expenses incurred were
"Investment Management Fees" of 0.00%, "Other Expenses" of 0.89% and "Total
Portfolio Expenses" of 0.89%.
/13/ Neuberger Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust. The
figures reported under "Investment Management and Administration Fees" include
the aggregate of the administration fees paid by the Portfolio and the
management fees paid by its corresponding Series. Similarly, the "Other
Expenses" includes all other expenses of the Portfolio and its corresponding
Series. See "Expenses" in the Trust's Prospectus. Expenses may reflect expense
reimbursement. NBMI has undertaken to reimburse certain operating expenses,
including compensation of NBMI and excluding taxes, interest, extraordinary
expense, brokerage commissions and transaction costs, that exceed, in the
aggregate, 1% of the Portfolios' average daily net asset value. These expense
reimbursement policies are subject to termination upon 60 days written notice to
the Portfolios.
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FirstLine II 55
<PAGE>
GROUP OR SPONSORED ARRANGEMENTS
OR CORPORATE PURCHASERS
Individuals, corporations or other institutions may purchase this policy. For
group or sponsored arrangements (including employees of Security Life of Denver,
its affiliates and appointed sales agents), corporate purchasers, or special
exchange programs which we may offer from time to time, we may reduce or waive
the:
o surrender charge, including the surrender charge on partial
withdrawals;
o length of time a surrender charge applies;
o administrative charge;
o minimum stated death benefit;
o minimum target death benefit;
o minimum annual premium;
o target premium;
o sales charges;
o cost of insurance charges; or
o other charges normally assessed.
We can reduce or waive these items due to expected economies under a group or
sponsored arrangement or with a corporate purchaser. Group arrangements include
those in which there is a trustee, an employer or an association. The group
either purchases policies covering a group of individuals on a group basis or
endorses a policy to a group of individuals. Sponsored arrangements include
those in which an employer or association allows us to offer policies to its
employees or members on an individual basis.
Our sales, administration and mortality costs generally vary with the size and
stability of the group, among other factors. We take all these factors into
account when we reduce charges. A group or sponsored arrangement must meet
certain requirements to qualify for reduced charges. We make reductions to
charges based on our rules in effect when we approve a policy application form.
We may change these rules from time to time.
Sponsored arrangements or corporations may have different group premium payments
and premium requirements.
We will not be unfairly discriminatory in any variation in the surrender charge,
administrative charge, or other charges, fees and privileges. These variations
are based on differences in costs or services.
OTHER CHARGES
Under current law, we pay no tax on investment income and capital gains included
in variable life insurance policy reserves. This means that no charge is
currently made to any variable division for our federal income taxes. If the tax
law changes and we have federal income tax chargeable to the variable divisions,
we may make such a charge in the future.
In most states, we must pay state and local taxes. If these taxes increase, we
may charge for such taxes.
TAX CONSIDERATIONS
The following summary provides a general description of the federal income tax
considerations associated with the policy and does not purport to be complete or
to cover all tax situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisers should be consulted for more complete
information. This discussion is based upon our understanding of the present
federal income tax laws. No representation is made as to the likelihood of
continuation of the present federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service.
TAX STATUS OF THE POLICY
This policy is designed to qualify as a life insurance contract under the
Internal Revenue Code. All terms and provisions of the policy shall be construed
in a manner which is consistent with that design. In order to qualify as a life
insurance contract for federal income tax purposes and to receive the tax
treatment normally accorded life insurance contracts under federal tax law, a
policy must satisfy certain requirements which are set forth in Internal Revenue
Code Section 7702. However, there is very little guidance, with respect to
policies issued on a substandard basis. Nevertheless, we believe it is
reasonable to conclude that our policies satisfy the applicable requirements. If
it is subsequently determined that a policy does not satisfy the applicable
requirements, we will take appropriate and reasonable steps to bring the policy
into compliance with such requirements and we reserve the right to restrict
policy transactions or modify your policy in order to do so.
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<PAGE>
Section 7702 provides that if one of two alternate tests is met, a policy will
be treated as a life insurance policy for federal income tax purposes. These
tests are referred to as the "cash value accumulation test" and the "guideline
premium/cash value corridor test."
Under the cash value accumulation test, there is no limit to the amount that may
be paid in premiums as long as there is enough death benefit in relation to
account value at all times. The death benefit at all times must be at least
equal to an actuarially determined factor, depending on the insured person's
age, sex, and premium class at any point in time, multiplied by the account
value. SEE APPENDIX A, PAGE 174, FOR A TABLE OF THE CASH VALUE ACCUMULATION TEST
FACTORS.
The guideline premium/cash value corridor test provides for a maximum premium in
relation to the death benefit, and a minimum "corridor" of death benefit in
relation to account value. In most situations, the death benefit that results
from the guideline premium/cash value corridor test will ultimately be less than
the amount of death benefit required under the cash value accumulation test. SEE
APPENDIX B, PAGE 177, FOR A TABLE OF THE GUIDELINE PREMIUM/CASH VALUE CORRIDOR
TEST FACTORS.
This policy allows the owner to choose, at the time of application, which of
these tests we will apply to the policy. A choice of tests is irrevocable.
Regardless of which test is chosen, we will at all times assure that the policy
meets the statutory definition which qualifies the policy as life insurance for
federal income tax purposes. In addition, as long as the policy remains in
force, increases in account value as a result of interest or investment
experience will not be subject to federal income tax unless and until there is a
distribution from the policy, such as a partial withdrawal or loan. SEE TAX
TREATMENT OF POLICY DEATH BENEFITS, PAGE 57.
DIVERSIFICATION REQUIREMENTS
In addition to meeting the Code Section 7702 tests, Code Section 817(h) requires
separate account investments, such as our variable account, to be adequately
diversified. The Treasury has issued regulations which set the standards for
measuring the adequacy of any diversification. To be adequately diversified,
each variable division must meet certain tests. If your variable life policy is
not adequately diversified under these regulations, it is not treated as life
insurance under Code Section 7702. You would then be subject to federal income
tax on your policy income as you earn it. Our variable divisions' investment
portfolios have promised they will meet the diversification standards that apply
to your policy.
In certain circumstances, you, as owner of a variable life insurance contract,
may be considered the owner for federal income tax purposes of the separate
account assets used to support your contract. Any income and gains from the
separate account assets are includable in the gross income from your policy
under these circumstances. The IRS has stated in published rulings that a
variable contract owner is considered the owner of separate account assets if
the contract owner has "indicia of ownership" in those assets. "Indicia of
ownership" includes the ability to exercise investment control over the assets.
Your ownership rights under your policy are similar to, but different in some
ways from those described by the IRS in rulings in which it determined that
policy owners are not owners of separate account assets. For example, you have
flexibility in allocating your premium payments and in your policy values. These
differences could result in the IRS treating you as the owner of a pro rata
share of the variable account assets. We do not know what standards will be set
forth in the future, if any, in Treasury regulations or rulings. We reserve the
right to modify your policy, as necessary, to try to prevent you from being
considered the owner of a pro rata share of the variable account assets, or to
otherwise qualify your policy for favorable tax treatment.
The following discussion assumes that the policy will qualify as a life
insurance contract for federal income tax purposes.
TAX TREATMENT OF POLICY DEATH BENEFITS
We believe that the death benefit under a policy is generally excludable from
the gross income of the beneficiary(ies) under section 101(a)(1) of the Code.
However, there are exceptions to this general rule. Additionally, federal and
local transfer, estate inheritance, and other tax consequences of ownership or
receipt of policy proceeds depend on the circumstances of each policy owner or
beneficiary(ies). A tax adviser should be consulted about these consequences.
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FirstLine II 57
<PAGE>
Generally, the policy owner will not be taxed on any of the policy cash value
until there is a distribution. When distributions from a policy occur, or when
loans are taken from or secured by a policy, the tax consequences depend on
whether or not the policy is a "modified endowment contract."
Special rules also apply if you are subject to the alternative minimum tax. You
should consult a tax adviser if you are subject to the alternative minimum tax.
MODIFIED ENDOWMENT CONTRACTS
Under the Internal Revenue Code, certain life insurance contracts are classified
as "modified endowment contracts," and are given less favorable tax treatment
than other life insurance contracts. Due to the flexibility of the policies as
to premiums and benefits, the individual circumstances of each policy will
determine whether or not it is classified as a modified endowment contract. The
rules are too complex to be summarized here, but generally depend on the amount
of premiums paid during the first seven policy years. Certain changes in a
policy after it is issued could also cause it to be classified as a modified
endowment contract. A current or prospective policy owner should consult with a
competent adviser to determine whether or not a policy transaction will cause
the policy to be classified as a modified endowment contract.
MULTIPLE POLICIES
All modified endowment contracts that are issued by us (or our affiliates) to
the same policy owner during any calendar year are treated as one modified
endowment contract for purposes of determining the amount includable in the
policy owner's income when a taxable distribution occurs.
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS
Once a policy is classified as a modified endowment contract, the following tax
rules apply both prospectively and to any distributions made in the prior two
years:
1. All distributions other than death benefits, including distributions
upon surrender and withdrawals, from a modified endowment contact will
be treated first as distributions of gain taxable as ordinary income
and as tax-free recovery of the policy owner's investment in the policy
only after all gain has been distributed.
2. Loans taken from or secured by a policy classified as a modified
endowment contract are treated as distributions and taxed first as
distributions of gain taxable as ordinary income and as tax-free
recovery of the policy owner's investment in the policy only after all
gain has been distributed.
3. A 10% additional income tax penalty may be imposed on the distribution
amount subject to income tax. Consult a tax adviser to determine
whether or not you may be subject to this penalty tax.
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS
Distributions other than death benefits from a policy that is not classified as
a modified endowment contract are generally treated first as a recovery of the
policy owner's investment in the policy. Only after the recovery of all
investment in the policy, is there taxable income. However, certain
distributions which must be made in order to enable the policy to continue to
qualify as a life insurance contract for federal income tax purposes, if policy
benefits are reduced during the first fifteen policy years, may be treated in
whole or in part as ordinary income subject to tax.
Loans from or secured by a policy that is not a modified endowment contract are
generally not treated as distributions. Finally, neither distributions from, nor
loans from or secured by, a policy that is not a modified endowment contract are
subject to the 10% additional income tax.
INVESTMENT IN THE POLICY
Your investment in the policy is generally the total of your aggregate premiums.
When a distribution is taken from the policy other than a policy loan, your
- --------------------------------------------------------------------------------
FirstLine II 58
<PAGE>
investment in the policy is reduced by the amount of the distribution that is
tax free.
POLICY LOANS
In general, interest on a policy loan will not be deductible. Before taking out
a policy loan, you should consult a tax adviser as to the tax consequences.
SECTION 1035 EXCHANGES
Code Section 1035 generally provides that no gain or loss shall be recognized on
the exchange of one life insurance policy for another life insurance policy, or
for an endowment or annuity contract. We accept 1035 exchanges with outstanding
loans. Special rules and procedures apply to Section 1035 exchanges. If you wish
to take advantage of Section 1035, you should consult your tax adviser.
TAX-EXEMPT POLICY OWNERS
Special rules may apply to a policy that is owned by a tax-exempt entity.
Tax-exempt entities should consult their tax adviser regarding the consequences
of purchasing and owning a policy. These consequences could include an effect on
the tax-exempt status of the entity and the possibility of the unrelated
business income tax.
POSSIBLE TAX LAW CHANGES
Although the likelihood of legislative action is uncertain, there is always the
possibility that the tax treatment of the policy could be changed by legislation
or otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.
CHANGES TO COMPLY WITH THE LAW
So that your policy continues to qualify as life insurance under the Code, we
reserve the right to refuse to accept all or part of your premium payments, or
to change your death benefit. We may refuse to allow you to make partial
withdrawals that would cause your policy to fail to qualify as life insurance.
We also may:
o make changes to your policy or its riders; or
o take distributions from your policy to the degree that we deem
necessary to qualify your policy as life insurance for tax purposes.
If we make any change of this type, it applies the same way to all affected
policies. We will give you advance notice of this change.
The tax law limits the amount we can charge for mortality costs and other
expenses used to calculate whether your policy qualifies as life insurance for
federal income tax purposes. We must base these calculations on reasonable
mortality charges and other charges reasonably expected to be paid. The Treasury
issued proposed regulations on what it considers reasonable mortality charges.
We believe that the charges used for your policy should meet the Treasury's
current requirement for "reasonableness." We reserve the right to make changes
to the mortality charges if future regulations have standards which make changes
necessary in order to continue to qualify your policy as life insurance for
federal income tax purposes.
Additionally, assuming that you do not want your policy to be or to become a
modified endowment contract, we include a policy endorsement under which we have
the right to amend your policy, including riders. We do this to attempt to
enable your policy to continue to meet the seven-pay test for federal income tax
purposes. If the policy premium you pay is more than the seven-pay limit, we
have the right to remove any excess premium or to make any appropriate
adjustments to your policy's account value and death benefit. It is not clear,
however, whether we can take effective action pursuant to this endorsement under
all possible circumstances to prevent a policy that has exceeded the premium
limitation from being classified as a modified endowment contract.
Any increase in your death benefit will cause an increase in your cost of
insurance charges.
OTHER
Policy owners may use our policies in various arrangements, including:
o qualified plans;
o non-qualified deferred compensation or salary continuance plans;
- --------------------------------------------------------------------------------
FirstLine II 59
<PAGE>
o split dollar insurance plans;
o executive bonus plans;
o retiree medical benefit plans; and
o other plans.
The tax consequences of these plans may vary depending on the particular facts
and circumstances of each arrangement. If you want to use any of your policies
in this type of arrangement, you should consult a qualified tax adviser
regarding the tax issues of your particular arrangement.
In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.
The IRS requires us to withhold income taxes from any portion of the amounts
individuals receive in a taxable transaction. We do not withhold income taxes if
you elect in writing not to have withholding apply. If the amount withheld for
you is insufficient to cover income taxes, you may have to pay income taxes and
possibly penalties later.
The transfer of the policy or designation of a beneficiary may have federal,
state, and/or local transfer and inheritance tax consequences, including the
imposition of gift, estate, and generation-skipping transfer taxes. For example,
the transfer of the policy to, or the designation as a beneficiary of, or the
payment of proceeds to, a person who is assigned to a generation which is two or
more generations below the generation assignment of the policy owner may have
generation skipping transfer tax consequences under federal tax law. The
individual situation of each policy owner or beneficiary will determine the
extent, if any, to which federal, state, and local transfer and inheritance
taxes may be imposed and how ownership or receipt of policy proceeds will be
treated for purposes of federal, state and local estate, inheritance, generation
skipping and other taxes.
YOU SHOULD CONSULT QUALIFIED LEGAL OR TAX ADVISERS FOR COMPLETE INFORMATION ON
FEDERAL, STATE, LOCAL, AND OTHER TAX CONSIDERATIONS.
- --------------------------------------------------------------------------------
FirstLine II 60
<PAGE>
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES, AND
ACCUMULATED PREMIUMS
The following tables are intended to show how the policy works. This includes
how benefits and values can vary over a long period of time. Each table also
compares these values with total premiums paid with interest. The policies
illustrated include:
<TABLE>
<CAPTION>
Definition
Death of Life Stated Target
Smoker Benefit Insurance Death Death
Gender Age Status Option Test Benefit Premium Benefit
- ------ --- ------ ------ ---- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Male 45 Non-smoker 1 CVAT 200,000 $3,750 200,000
Preferred
Male 45 Non-smoker 1 CVAT 100,000 $3,750 200,000
Preferred
Male 45 Non-smoker 1 GP 200,000 $3,750 200,000
Preferred
</TABLE>
The tables show how death benefits, account values, and cash surrender values of
a hypothetical policy could vary over an extended period of time, assuming the
variable divisions had constant hypothetical gross annual investment returns of
0%, 12%, or 6% over the periods indicated in each table. Values would differ
from those shown in the tables if the annual investment returns were not
constant. The amounts shown would differ if we had used female or unisex rates.
These illustrations assume there are no policy loans.
We illustrate premium payments as if they were made at the beginning of the
year. The third column of each table shows what would happen if an amount equal
to the assumed premiums earned interest, after taxes, of 5% compounded annually.
The difference between the account value and the cash surrender value in the
first fourteen years of the policy show the effect of the surrender charge.
The net investment return on your policy is lower than the gross investment
return on the variable divisions. This is due to the mortality and expense risk
charge, and the portfolio charge for management fees and portfolio expenses. We
show the effect of the net investment return in the in the amounts for death
benefits, account values and cash surrender values.
The tables reflect annual investment management fees of 0.6643% of the
portfolios' aggregate average daily net assets. This hypothetical rate is a
simple average of the investment advisory fees applying to the investment
portfolios for the year ending December 31, 1998. We assume other portfolio
expenses at the rate of 0.2461% of the portfolios' average daily net assets.
This is an average of all the portfolios' other expenses for the year ending
December 31, 1998 after any absorption by investment portfolio managers has been
made. The average of all portfolios' total expenses is 0.9104%.
Actual fees vary by portfolio. The portfolio fees and expenses used in the
illustrations are the net amounts shown after absorption of fees and expenses by
the portfolio's investment manager. Absent such reimbursement, the fees and
expenses used in the illustrations would be higher. The tables assume that the
current expense reimbursement arrangements will continue. However, they may not
continue.
- --------------------------------------------------------------------------------
FirstLine II 61
<PAGE>
The effect of these portfolio charges and expenses, and mortality and expense
risk charges results in a net rate of return of:
o (1.65)% on a 0% gross rate of return;
o 4.30% on a 6% gross rate of return; and
o 10.26% on a 12% gross rate of return.
The tables assume that charges have been deducted including deductions for
premiums, cost of insurance rider charges, monthly deductions and administrative
and sales charges. The tables show charges at our current rates which includes a
persistency refund. The tables also show charges at the maximum rates we
guarantee in our policies. SEE MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE
47. The tables reflect that we do not currently charge against the variable
account for state or federal taxes. If we charge for the taxes in the future, it
will take a higher gross rate of return than the rates shown to produce the same
death benefits, account values, and cash surrender values.
If we are asked to do so, we will give you a comparable personal illustration
based on:
o the insured person's age and gender;
o standard premium class assumptions;
o initial stated death benefit;
o the chosen death benefit option;
o scheduled premiums consistent with your policy form; and
o special features elected on your policy.
At issue, we deliver an individualized illustration showing the scheduled
premium you chose and the insured person's actual risk class. After we issue the
policy, if you ask us to, we will give you an illustration of future policy
benefits. We base these hypothetical future benefits on both guaranteed and
current cost factor assumptions and actual account value.
- --------------------------------------------------------------------------------
FirstLine II 62
<PAGE>
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER PRESENTED BY:
PREFERRED
SECURITY LIFE
FIRSTLINE II VARIABLE UNIVERSAL LIFE
STATED DEATH BENEFIT: $200000 DEATH BENEFIT OPTION 1
ANNUAL PREMIUM: $3750.00
CASH VALUE ACCUMULATION TEST
SUMMARY PAGE
ASSUMING GUARANTEED CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
-----------0.00%----------- -----------12.00%----------- -----------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3750 3938 2357 870 200000 2706 1219 200000 2532 1044 200000
2 3750 8072 4615 2940 200000 5628 3953 200000 5110 3435 200000
3 3750 12413 6770 4907 200000 8785 6922 200000 7735 5872 200000
4 3750 16971 8940 6890 200000 12327 10277 200000 10529 8479 200000
5 3750 21757 10999 8799 200000 16164 13964 200000 13370 11170 200000
6 3750 26783 12945 10745 200000 20326 18126 200000 16257 14057 200000
7 3750 32059 14763 12563 200000 24836 22636 200000 19180 16980 200000
8 3750 37600 16444 14519 200000 29726 27801 200000 22132 20207 200000
9 3750 43417 17976 16326 200000 35029 33379 200000 25100 23450 200000
10 3750 49525 19345 17970 200000 40782 39407 200000 28073 26698 200000
15 3750 84966 24155 24155 200000 80784 80784 200000 44120 44120 200000
20 3750 130197 23034 23034 200000 146622 146622 253949 60086 60086 200000
25 3750 187925 11541 11541 200000 246409 246409 381935 73800 73800 200000
30 3750 261603 -- -- 200000 392822 392822 552308 81342 81342 200000
AGE 65 3750 140645 21739 21739 200000 163535 163535 276702 63080 63080 200000
</TABLE>
THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine II 63
<PAGE>
PROSPECT: INSURED'S NAME:
MALE 45 NON-SMOKER PRESENTED BY:
PREFERRED
SECURITY LIFE
FIRSTLINE II VARIABLE UNIVERSAL LIFE
STATED DEATH BENEFIT: $200000 DEATH BENEFIT OPTION 1
ANNUAL PREMIUM: $3750.00
CASH VALUE ACCUMULATION TEST
SUMMARY PAGE
ASSUMING CURRENT CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
-----------0.00%----------- -----------12.00%----------- -----------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3750 3938 2810 1322 200000 3187 1700 200000 2998 1511 200000
2 3750 8072 5526 3851 200000 6653 4978 200000 6078 4403 200000
3 3750 12413 8148 6285 200000 10424 8562 200000 9240 7377 200000
4 3750 16971 10798 8748 200000 14664 12614 200000 12615 10565 200000
5 3750 21757 13359 11159 200000 19296 17096 200000 16090 13890 200000
6 3750 26783 15828 13628 200000 24363 22163 200000 19669 17469 200000
7 3750 32059 18198 15998 200000 29902 27702 200000 23348 21148 200000
8 3750 37600 20466 18541 200000 35962 34037 200000 27128 25203 200000
9 3750 43417 22622 20972 200000 42593 40943 200000 31006 29356 200000
10 3750 49525 24664 23289 200000 49858 48483 200000 34983 33608 200000
15 3750 84966 34144 34144 200000 101618 101618 200000 58297 58297 200000
20 3750 130197 40828 40828 200000 186536 186536 323081 86606 86606 200000
25 3750 187925 43669 43669 200000 321743 321743 498702 121864 121864 200000
30 3750 261603 40173 40173 200000 534991 534991 752197 165962 165962 233342
AGE 65 3750 140645 41775 41775 200000 208839 208839 353356 93035 93035 200000
</TABLE>
THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE. ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED. CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine II 64
<PAGE>
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER PRESENTED BY:
PREFERRED
SECURITY LIFE
FIRSTLINE II VARIABLE UNIVERSAL LIFE
STATED DEATH BENEFIT: $100000 DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER: $100000 ANNUAL PREMIUM: $3750.00
CASH VALUE ACCUMULATION TEST
SUMMARY PAGE
ASSUMING GUARANTEED CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
-----------0.00%----------- -----------12.00%----------- -----------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3750 3938 2356 1518 200000 2705 1867 200000 2530 1693 200000
2 3750 8072 4612 3587 200000 5625 4600 200000 5107 4082 200000
3 3750 12413 6765 5665 200000 8779 7679 200000 7730 6630 200000
4 3750 16971 8934 7834 200000 12319 11219 200000 10521 9421 200000
5 3750 21757 10991 9891 200000 16153 15053 200000 13360 12260 200000
6 3750 26783 12934 11834 200000 20311 19211 200000 16245 15145 200000
7 3750 32059 14750 13650 200000 24817 23717 200000 19165 18065 200000
8 3750 37600 16429 15466 200000 29702 28739 200000 22112 21150 200000
9 3750 43417 17958 17133 200000 34999 34174 200000 25077 24252 200000
10 3750 49525 19324 18636 200000 40746 40058 200000 28046 27358 200000
15 3750 84966 24113 24113 200000 80699 80699 200000 44059 44059 200000
20 3750 130197 22958 22958 200000 146475 146475 253694 59963 59963 200000
25 3750 187925 11405 11405 200000 246184 246184 381585 73565 73565 200000
30 3750 261603 -- -- 200000 392483 392483 551831 80877 80877 200000
AGE 65 3750 140645 21654 21654 200000 163375 163375 276430 62940 62940 200000
</TABLE>
THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine II 65
<PAGE>
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER PRESENTED BY:
PREFERRED
SECURITY LIFE
FIRSTLINE II VARIABLE UNIVERSAL LIFE
STATED DEATH BENEFIT: $100000 DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER: $100000 ANNUAL PREMIUM: $3750.00
CASH VALUE ACCUMULATION TEST
SUMMARY PAGE
ASSUMING CURRENT CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
-----------0.00%----------- -----------12.00%----------- -----------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3750 3938 2984 2147 200000 3373 2535 200000 3178 2341 200000
2 3750 8072 5878 4853 200000 7050 6025 200000 6452 5427 200000
3 3750 12413 8682 7582 200000 11062 9962 200000 9825 8725 200000
4 3750 16971 11523 10423 200000 15580 14480 200000 13431 12331 200000
5 3750 21757 14286 13186 200000 20536 19436 200000 17163 16063 200000
6 3750 26783 16973 15873 200000 25978 24878 200000 21029 19929 200000
7 3750 32059 19582 18482 200000 31960 30860 200000 25033 23933 200000
8 3750 37600 22111 21149 200000 38538 37575 200000 29182 28219 200000
9 3750 43417 24557 23732 200000 45771 44946 200000 33477 32652 200000
10 3750 49525 26916 26229 200000 53687 52999 200000 37924 37237 200000
15 3750 84966 38291 38291 200000 109183 109183 214217 64191 64191 200000
20 3750 130197 47190 47190 200000 198713 198713 344170 95872 95872 200000
25 3750 187925 53032 53032 200000 341251 341251 528938 134931 134931 209143
30 3750 261603 54235 54235 200000 566046 566046 795860 181874 181874 255714
AGE 65 3750 140645 48645 48645 200000 222226 222226 376006 103031 103031 200000
</TABLE>
THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE. ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED. CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine II 66
<PAGE>
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER PRESENTED BY:
PREFERRED
SECURITY LIFE
FIRSTLINE II VARIABLE UNIVERSAL LIFE
STATED DEATH BENEFIT: $200000 DEATH BENEFIT OPTION 1
ANNUAL PREMIUM: $3750.00
GUIDELINE PREMIUM TEST
SUMMARY PAGE
ASSUMING GUARANTEED CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
-----------0.00%----------- -----------12.00%----------- -----------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3750 3938 2357 870 200000 2706 1219 200000 2532 1044 200000
2 3750 8072 4615 2940 200000 5628 3953 200000 5110 3435 200000
3 3750 12413 6770 4907 200000 8785 6922 200000 7735 5872 200000
4 3750 16971 8940 6890 200000 12327 10277 200000 10529 8479 200000
5 3750 21757 10999 8799 200000 16164 13964 200000 13370 11170 200000
6 3750 26783 12945 10745 200000 20326 18126 200000 16257 14057 200000
7 3750 32059 14763 12563 200000 24836 22636 200000 19180 16980 200000
8 3750 37600 16444 14519 200000 29726 27801 200000 22132 20207 200000
9 3750 43417 17976 16326 200000 35029 33379 200000 25100 23450 200000
10 3750 49525 19345 17970 200000 40782 39407 200000 28073 26698 200000
15 3750 84966 24155 24155 200000 80784 80784 200000 44120 44120 200000
20 3750 130197 23034 23034 200000 148313 148313 200000 60086 60086 200000
25 3750 187925 11541 11541 200000 265206 265206 307639 73800 73800 200000
30 3750 261603 -- -- 200000 457527 457527 489554 81342 81342 200000
AGE 65 3750 140645 21739 21739 200000 167202 167202 200642 63080 63080 200000
</TABLE>
THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine II 67
<PAGE>
PROSPECT: INSURED'S NAME:
MALE 45 NON-SMOKER PRESENTED BY:
PREFERRED
SECURITY LIFE
FIRSTLINE II VARIABLE UNIVERSAL LIFE
STATED DEATH BENEFIT: $200000 DEATH BENEFIT OPTION 1
ANNUAL PREMIUM: $3750.00
GUIDELINE PREMIUM TEST
SUMMARY PAGE
ASSUMING CURRENT CHARGES
Assuming Hypothetical Gross Investment Return of:
<TABLE>
<CAPTION>
-----------0.00%----------- -----------12.00%----------- -----------6.00%----------
PREMIUM CASH CASH CASH
ACCUMULATED ACCOUNT SURR DEATH ACCOUNT SURR DEATH ACCOUNT SURR DEATH
YEAR PREMIUMS AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3750 3938 2810 1322 200000 3187 1700 200000 2998 1511 200000
2 3750 8072 5526 3851 200000 6653 4978 200000 6078 4403 200000
3 3750 12413 8148 6285 200000 10424 8562 200000 9240 7377 200000
4 3750 16971 10798 8748 200000 14664 12614 200000 12615 10565 200000
5 3750 21757 13359 11159 200000 19296 17096 200000 16090 13890 200000
6 3750 26783 15828 13628 200000 24363 22163 200000 19669 17469 200000
7 3750 32059 18198 15998 200000 29902 27702 200000 23348 21148 200000
8 3750 37600 20466 18541 200000 35962 34037 200000 27128 25203 200000
9 3750 43417 22622 20972 200000 42593 40943 200000 31006 29356 200000
10 3750 49525 24664 23289 200000 49858 48483 200000 34983 33608 200000
15 3750 84966 34144 34144 200000 101618 101618 200000 58297 58297 200000
20 3750 130197 40828 40828 200000 190055 190055 231867 86606 86606 200000
25 3750 187925 43669 43669 200000 338195 338195 392306 121864 121864 200000
30 3750 261603 40173 40173 200000 584327 584327 625230 167726 167726 200000
AGE 65 3750 140645 41775 41775 200000 214056 214056 256868 93124 93124 200000
</TABLE>
THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE. ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED. CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.
THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS. NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
A DIFFERENT FREQUENCY THAN SHOWN.
- --------------------------------------------------------------------------------
FirstLine II 68
<PAGE>
ADDITIONAL INFORMATION
DIRECTORS AND OFFICERS
Set forth below is information regarding the directors and principal officers of
Security Life of Denver Insurance Company. Security Life's address, and the
business address of each person named, except as noted with one or two asterisks
(*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The
business address of each person denoted with one asterisk (*) is ING North
America Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia
30327-4390. The business address of each person denoted with two asterisks (**)
is Security Life of Denver Insurance Company, 9140 Arrowpoint Blvd., Suite 400,
Charlotte, North Carolina 28273.
Name and Principal
Business and Address Position and Offices with Security Life of Denver
- -------------------- -------------------------------------------------
Stephen M. Christopher Chairman, President and Chief Executive Officer
Thomas F. Conroy Director, President, Security Life Reinsurance
Michael W. Cunningham* Director, Executive Vice President
Linda B. Emory* Director
James L. Livingston, Jr. Executive Vice President and Chief Operating
Officer
Jeffrey R. Messner Executive Vice President and Chief Marketing
Officer
Jess A. Skriletz President, ING Institutional Markets
John R. Barmeyer* Senior Vice President, Chief Legal Officer
Wayne D. Bidelman Senior Vice President, CCRC
Eugene L. Copeland Senior Vice President and General Counsel, Security
Life Reinsurance and ING Institutional Markets
Arnold A. Dicke Senior Vice President, Chief Actuary, ING
Reinsurance
Carol D. Hard Senior Vice President, Variable Products
Philip R. Kruse Senior Vice President
Charles LeDoyen** Senior Vice President, Structured Settlements
Timothy P. McCarthy Senior Vice President, Marketing Services
- --------------------------------------------------------------------------------
FirstLine II 69
<PAGE>
Name and Principal
Business and Address Position and Offices with Security Life of Denver
- -------------------- -------------------------------------------------
Gregory G. McGreevey Senior Vice President, New Products and Market
Development, ING Institutional Markets
Jeffery W. Seel* Senior Vice President, Chief Investment Officer
Lawrence D. Taylor Senior Vice President, Chief Actuary
Louis N. Trapolino Senior Vice President, Distribution
William D. Tyler* Senior Vice President, Chief Information Officer
Katherine Anderson Vice President, Chief Product Actuary
Carole A. Baumbusch Vice President, Special Projects
Evelyn A. Bentz Vice President, M Financial Sales
Thomas Kirby Brown, Jr. Vice President, Operations, ING Institutional
Markets
Douglas W. Campbell Vice President, Agency Sales
Daniel S. Clements Vice President and Chief Underwriter
Stanley F. Eckert Vice President, National Marketing
Shari A. Enger Vice President -- Controller
Larry D. Erb Vice President, Information Technology
Martha K. Evans Vice President, Variable Operations
Fitz Fisher Vice President, Information Technology
Deborah B. Holden* Vice President, Corporate Benefits
Brian Holland Vice President, Sales and International Risk
Management
Kenneth R. Kiefer** Vice President, Operations, Structured Settlements
Richard D. King Vice President, Medical Director
Stephen F. Kraysler Vice President, Structured Reinsurance
- --------------------------------------------------------------------------------
FirstLine II 70
<PAGE>
Name and Principal
Business and Address Position and Offices with Security Life of Denver
- -------------------- -------------------------------------------------
C. Lynn McPherson* Vice President
Sue A. Miskie Vice President, Corporate Services
David S. Pendergrass* Vice President and Treasury Officer
Stephen R. Pryde Vice President, Administration
Christiaan M. Rutten Vice President, Structured Reinsurance
Casey J. Scott Vice President, National Marketing
Alan C. Singer Vice President, Customer Relations and Regulatory
Compliance
Mark A. Smith Vice President, Insurance Services
Jerome M. Strop Vice President, Strategic Marketing
Gary W. Waggoner Vice President, General Counsel and Corporate
Secretary
Amy L. Winsor Vice President and Treasurer
William Wojciechowski* Vice President, CCRC
Eric G. Banta Assistant Secretary
Roger O. Beebe Actuarial Officer
Marsha K. Crest Agency Administration Officer
Kim M. Curley Appointed Actuary
John B. Dickinson Actuarial Officer
Relda A. Fleshman Deputy General Counsel
Shirley A. Knarr Actuarial Officer
Glen E. Stark Actuarial Officer
William J. Wagner Actuarial Officer
- --------------------------------------------------------------------------------
FirstLine II 71
<PAGE>
REGULATION
We are regulated and supervised by the Division of Insurance of the Department
of Regulatory Agencies of the State of Colorado which periodically examines our
financial condition and operations. In addition, we are subject to the insurance
laws and regulations in every jurisdiction in which we do business. As a result,
the provisions of this policy may vary somewhat from jurisdiction to
jurisdiction.
We are required to submit annual statements, including financial statements, of
our operations and finances to the insurance departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.
We are also subject to various federal securities laws and regulations.
LEGAL MATTERS
The legal matters in connection with the policy described in this prospectus
have been passed on by the General Counsel of Security Life. Sutherland Asbill &
Brennan LLP has provided advice on certain matters relating to the federal
securities laws.
LEGAL PROCEEDINGS
Security Life, as an insurance company, is ordinarily involved in litigation. We
do not believe that any current litigation is material to Security Life's
ability to meet its obligations under the policy or to the variable account, and
we do not expect to incur significant losses from such actions. ING America
Equities, Inc., the principal underwriter and distributor of the policy, is not
engaged in any litigation of any material nature.
EXPERTS
The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries at December 31, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998, and the financial statements
of the Security Life Separate Account L1 at December 31, 1998, and for each of
the three years in the period ended December 31, 1998, appearing in this
prospectus and registration statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
Actuarial matters in this prospectus have been examined by Lawrence D. Taylor,
F.S.A., M.A.A.A., who is Senior Vice President and Chief Actuary of Security
Life. His opinion on actuarial matters is filed as an exhibit to the
Registration Statement we filed with the SEC.
REGISTRATION STATEMENT
We have filed a Registration Statement relating to the Variable Account and the
variable life insurance policy described in this prospectus with the SEC. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. The additional information may be obtained
from the SEC's principal office in Washington, DC. There is a charge for this
material.
- --------------------------------------------------------------------------------
FirstLine II 72
<PAGE>
FINANCIAL STATEMENTS
The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries ("Security Life and Subsidiaries") at December 31, 1998
and 1997, and for each of the three years in the period ended December 31, 1998,
are prepared in accordance with generally accepted accounting principles and
start on page 74.
The financial statements included for the Security Life Separate Account L1 at
December 31, 1998 and for each of the three years in the period ended December
31, 1998, are prepared in accordance with generally accepted accounting
principles and represent those divisions that had commenced operations by that
date.
The consolidated financial statements of Security Life and Subsidiaries, as well
as the financial statement included for the Security Life Separate Account L1
referred to above have been audited by Ernst & Young LLP. The consolidated
financial statements of Security Life and Subsidiaries should be distinguished
from the financial statements of the Security Life Separate Account L1 and
should be considered only as bearing upon the ability of Security Life and
Subsidiaries to meet its obligations under the policies. They should not be
considered as bearing upon the investment experience of the divisions of
Security Life Separate Account L1.
- --------------------------------------------------------------------------------
FirstLine II 73
<PAGE>
Consolidated Financial Statements
Security Life of Denver
Insurance Company
and Subsidiaries
Years ended December 31, 1998, 1997 and 1996
with Report of Independent Auditors
- --------------------------------------------------------------------------------
FirstLine II 74
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Financial Statements
Years ended December 31, 1998, 1997 and 1996
CONTENTS
Report of Independent Auditors ...............................................76
Audited Consolidated Financial Statements
Consolidated Balance Sheets ..................................................77
Consolidated Statements of Income ............................................79
Consolidated Statements of Comprehensive Income...............................80
Consolidated Statements of Stockholder's Equity ..............................81
Consolidated Statements of Cash Flows ........................................82
Notes to Consolidated Financial Statements ...................................84
- --------------------------------------------------------------------------------
FirstLine II 75
<PAGE>
[Logo of Ernst & Young LLP appears here]
Report of Independent Auditors
Board of Directors and Stockholder
Security Life of Denver Insurance Company
We have audited the accompanying consolidated balance sheets of Security Life of
Denver Insurance Company (a wholly-owned subsidiary of ING America Insurance
Holdings, Inc.) and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, comprehensive income, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Security Life of
Denver Insurance Company and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
Denver, Colorado /s/ Ernst & Young LLP
April 5, 1999
- --------------------------------------------------------------------------------
FirstLine II 76
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
--------------------------------
<S> <C> <C>
Assets
Investments (Notes 2 and 3):
Fixed maturities, at fair value (amortized cost:
1998--$3,383,582; 1997--$3,007,012) $ 3,503,530 $3,152,355
Equity securities, at fair value (cost: 1998--$6,761;
1997--$6,754) 8,400 8,019
Mortgage loans on real estate 784,108 576,620
Investment real estate, at cost, less accumulated
depreciation (1998--$706; 1997--$667) 1,740 1,767
Policy loans 925,623 875,405
Other long-term investments 17,671 14,307
Short-term investments 747 55,466
--------------------------------
Total investments 5,241,819 4,683,939
Cash 31,644 22,299
Accrued investment income 52,440 49,726
Reinsurance recoverable:
Paid benefits 11,364 11,170
Unpaid benefits 24,312 14,988
Prepaid reinsurance premiums (Note 8) 3,329,901 2,744,863
Deferred policy acquisition costs (DPAC) 778,126 682,905
Property and equipment, at cost, less accumulated
depreciation (1998--$25,981; 1997--$22,925) 36,141 37,943
Federal income tax recoverable (Note 9) -- 5,722
Indebtedness from related parties 4,339 2,443
Other assets 113,019 87,298
Separate account assets (Note 6) 423,474 263,035
--------------------------------
Total assets $10,046,579 $8,606,331
================================
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 77
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
-----------------------------------------
<S> <C> <C>
Liabilities and stockholder's equity Liabilities:
Future policy benefits:
Life and annuity reserves $ 4,857,141 $4,328,577
Guaranteed investment contracts 3,210,012 2,634,654
Policyholders' funds 81,064 82,291
Advance premiums 272 365
Accrued dividends and dividends on deposit 21,268 21,129
Policy and contract claims 130,100 103,525
----------- ----------
Total future policy benefits 8,299,857 7,170,541
Accounts payable and accrued expenses 108,165 99,335
Indebtedness to related parties 13,755 7,704
Long-term debt to related parties (Note 10) 100,000 75,000
Accrued interest on long-term debt to related
parties (Note 10) 5,387 5,128
Other liabilities 109,593 61,424
Federal income taxes payable (Note 9) 106 --
Deferred federal income taxes (Note 9) 60,062 53,829
Separate account liabilities (Note 6) 423,474 263,035
----------- ----------
Total liabilities 9,120,399 7,735,996
Commitments and contingencies
(Notes 8 and 13)
Stockholder's equity (Note 11): Common stock, $20,000 par value:
Authorized - 149 shares
Issued and outstanding - 144 shares 2,880 2,880
Additional paid-in capital 315,722 315,722
Retained earnings 563,553 500,795
Accumulated other comprehensive income 44,025 50,938
----------- ----------
Total stockholder's equity 926,180 870,335
----------- ----------
Total liabilities and stockholder's equity $10,046,579 $8,606,331
=========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 78
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-----------------------------------------------
<S> <C> <C> <C>
Revenues:
Traditional life insurance premiums $ 120,675 $ 122,429 $ 118,200
Universal life and investment product charges 229,226 217,108 202,081
Reinsurance premiums assumed 431,267 446,434 339,335
----------- ----------- ---------
781,168 785,971 659,616
Reinsurance premiums ceded (143,211) (124,815) (117,880)
----------- ----------- ---------
637,957 661,156 541,736
Net investment income 361,996 340,898 312,121
Net realized gains on investments 10,818 28,645 4,770
Other revenues 11,771 6,743 526
----------- ----------- ---------
1,022,542 1,037,442 859,153
Benefits and expenses:
Benefits:
Traditional life insurance:
Death benefits 239,921 299,305 235,828
Other benefits 77,209 79,849 71,939
Universal life and investment contracts:
Interest credited to account balances 236,136 217,614 186,908
Death benefits incurred in excess of account
balances 63,103 73,260 54,004
Increase in future policy benefits 102,875 72,685 121,946
Reinsurance recoveries (84,506) (98,376) (80,276)
Product conversions 10,578 7,014 16,379
----------- ----------- ---------
645,316 651,351 606,728
Expenses:
Commissions 49,569 46,516 25,846
Insurance operating expenses 125,194 89,075 69,580
Amortization of deferred policy acquisition costs 105,639 116,495 94,685
----------- ----------- ---------
925,718 903,437 796,839
----------- ----------- ---------
Income before federal income taxes 96,824 134,005 62,314
Federal income taxes (Note 9) 34,066 47,019 21,876
----------- ----------- ---------
Net income $ 62,758 $ 86,986 $ 40,438
=========== =========== =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 79
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-----------------------------------------------
<S> <C> <C> <C>
Net income $ 62,758 $ 86,986 $ 40,438
-------- -------- --------
Other comprehensive income:
Unrealized gains (losses) on securities:
Net change in unrealized holding gains (losses), net of tax (11,251) 28,367 (25,294)
Reclassification adjustment for realized gains
included in net income, net of tax (5,010) (4,601) (2,422)
Effect on DPAC of unrealized gains and
losses on fixed maturities, net of tax 7,236 (37,522) 13,461
Reclassification effect on DPAC of realized gains and
losses included in net income, net of tax 3,075 5,976 --
Net change in pension liability, net of tax (963) -- --
-------- -------- --------
Total other comprehensive income (6,913) (7,780) (14,255)
-------- -------- --------
Comprehensive income $ 55,845 $ 79,206 $ 26,183
======== ======== ========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 80
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Stockholder's Equity
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-----------------------------------------
<S> <C> <C> <C>
Common stock:
Balance at beginning and end of year $ 2,880 $ 2,880 $ 2,880
========= ========= =========
Additional paid-in capital:
Balance at beginning of year $ 315,722 $ 302,722 $ 297,422
Capital contributions -- 13,000 5,300
--------- --------- ---------
Balance at end of year $ 315,722 $ 315,722 $ 302,722
========= ========= =========
Accumulated other comprehensive income:
Net unrealized gains on investments:
Balance at beginning of year $ 50,938 $ 58,718 $ 72,973
Unrealized gains (losses) on securities:
Change in unrealized gains (losses),
net of tax (16,261) 23,766 (27,716)
Effect on DPAC of unrealized gains and
losses on fixed maturities, net of tax 10,311 (31,546) 13,461
--------- --------- ---------
Balance at end of year 44,988 50,938 58,718
Accumulated net pension liability:
Balance at beginning of year -- -- --
Net change in pension liability, net of tax (963) -- --
--------- --------- ---------
Balance at end of year (963) -- --
--------- --------- ---------
Total accumulated other comprehensive income $ 44,025 $ 50,938 $ 58,718
========= ========= =========
Retained earnings:
Balance at beginning of year $ 500,795 $ 413,809 $ 373,371
Net income 62,758 86,986 40,438
--------- --------- ---------
Balance at end of year $ 563,553 $ 500,795 $ 413,809
========= ========= =========
Total stockholder's equity $ 926,180 $ 870,335 $ 778,129
========= ========= =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 81
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
--------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net income $ 62,758 $ 86,986 $ 40,438
Adjustments to reconcile net income to net cash
provided by operating activities:
Increase in future policy benefits 874,765 995,632 585,581
Net decrease (increase) in federal income taxes 12,061 (12,317) 78,668
Increase (decrease) in accounts payable and
accrued expenses 55,361 21,033 (1,361)
Increase in accrued interest on long-term debt 259 1,428 3,676
Increase in accrued investment income (2,714) (4,300) (7,294)
(Increase) decrease in reinsurance recoverable (9,518) 3,733 (5,214)
Increase in prepaid reinsurance premiums (585,038) (793,851) (336,053)
Net realized investment gains (10,818) (28,645) (4,770)
Depreciation and amortization expense 3,174 3,630 3,857
Policy acquisition costs deferred (184,993) (174,374) (152,299)
Amortization of deferred policy acquisition
costs 105,639 116,495 94,685
Increase in accrual for postretirement benefits 675 557 484
Other, net (7,053) 43,538 (15,539)
--------- --------- ---------
Net cash provided by operating activities 314,558 259,545 284,859
INVESTING ACTIVITIES Securities available-for-sale:
Sales:
Fixed maturities 5,015,989 2,279,598 334,482
Equity securities 2,251 648 4,198
Maturities--fixed maturities 274,463 410,632 727,937
Purchases:
Fixed maturities (5,670,994) (2,919,145) (1,522,369)
Equity securities (2,089) (2,561) (428)
Sale, maturity or repayment of investments:
Mortgage loans on real estate 51,235 38,756 18,102
Investment real estate -- -- 1,354
Other long-term investments 10,678 2,002 --
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 82
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(Dollars in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
----------------------------------------------
<S> <C> <C> <C>
Investing activities (continued)
Purchase or issuance of investments:
Mortgage loans on real estate $(259,945) $(163,528) $(186,228)
Investment real estate (13) (35) --
Policy loans, net (50,218) (80,094) (41,071)
Other long-term investments (14,042) (5,248) 809
Short-term investments, net 55,115 (48,447) 3,942
Additions to property and equipment (1,418) (2,687) (4,482)
Disposals of property and equipment 68 145 2,389
--------- --------- ---------
Net cash used by investing activities (588,920) (489,964) (661,365)
FINANCING ACTIVITIES
Increase in indebtedness to related parties 29,156 5,217 42,206
Cash contributions from parent -- 13,000 5,300
Receipts from interest sensitive products
credited to policyholder account balances 505,728 555,223 434,726
Return of policyholder account balances on
interest sensitive policies (251,177) (334,543) (123,949)
--------- --------- ---------
Net cash provided by financing activities 283,707 238,897 358,283
--------- --------- ---------
Net increase (decrease) in cash 9,345 8,478 (18,223)
Cash at beginning of year 22,299 13,821 32,044
--------- --------- ---------
Cash at end of year $ 31,644 $ 22,299 $ 13,821
========= ========= =========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 83
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts and
operations, after intercompany eliminations, of Security Life of Denver
Insurance Company (Security Life) and its wholly-owned subsidiaries: Midwestern
United Life Insurance Company (Midwestern United); First ING Life Insurance
Company of New York (First ING); First Secured Mortgage Deposit Corporation; and
ING America Equities, Inc.
NATURE OF OPERATIONS
Security Life of Denver Insurance Company and its subsidiaries (the Company) is
a wholly-owned subsidiary of ING America Insurance Holdings, Inc. (ING America).
The Company focuses on two markets, the advanced market and reinsurance to other
insurers. The life insurance products offered for the advanced market include
wealth transfer and estate planning, executive benefits, charitable giving and
corporate owned life insurance. These products include traditional life,
interest sensitive life, universal life and variable life. Operations are
conducted almost entirely on the general agency basis and the Company is
presently licensed in all states (approved for reinsurance only in New York),
the District of Columbia and the Virgin Islands. In the reinsurance market, the
Company offers financial security to clients through a mix of total risk
management and traditional life insurance services.
The significant accounting policies followed by the Company that materially
affect the financial statements are summarized below:
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which, as to the
insurance companies included in the consolidation, differ from statutory
accounting practices prescribed or permitted by state insurance regulatory
authorities.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
- --------------------------------------------------------------------------------
FirstLine II 84
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTING CHANGES
During June 1996, the Financial Accounting Standards Board (FASB) issued
Statement No. 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities. This Statement was effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after December 31, 1996. Also in 1996, the FASB issued Statement No. 127, which
delayed certain provisions of FAS 125 dealing with transactions such as
securities lending, repurchase and dollar repurchase agreements until 1998. The
portion of FAS 125 that became effective in 1997 requires the entity to
recognize financial and servicing assets it controls and the liabilities it has
incurred and to derecognize financial assets when control has been surrendered
in accordance with the criteria provided in the Statement. The application of
the new rules did not have a material impact on the financial statements of the
Company.
Effective January 1, 1996, the Company adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. Statement 121 also addresses the valuation for
long-lived assets that are identified for disposal. Adoption of this standard
resulted in an insignificant impact to net income and stockholder's equity.
During 1998, the Company adopted FASB Statement No. 132, Employers' Disclosures
about Pensions and Other Postretirement Benefits, which standardizes the
disclosure requirements for pension and other postretirement benefits. This
Statement is effective for years beginning after December 15, 1997, with the
restatement of disclosures for prior periods provided for comparative purposes,
unless prior period information is not readily available.
During 1998, the Company adopted FASB Statement No. 130, Reporting Comprehensive
Income, which requires an entity to divide comprehensive income into net income
and other comprehensive income in the period recognized. This Statement is
effective for fiscal years beginning after December 15, 1997, with the
restatement of prior period disclosures for comparative purposes. As a result of
implementing this Statement, the Company has classified items of other
comprehensive income by their nature in the statements of comprehensive income
and the accumulated balance of other comprehensive income in the equity section
of the balance sheet. This Statement affects the presentation of the financial
statements, with no effect on the valuation of total stockholder's equity.
- --------------------------------------------------------------------------------
FirstLine II 85
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PENDING ACCOUNTING STANDARDS
During 1998, the FASB issued Statement No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities, which establishes a new model for
accounting and reporting for derivatives and hedging activities. Statement 133
requires all derivatives to be recognized on the balance sheet and measured at
fair value. Based on the type of hedging relationship (fair value, cash flow, or
foreign currency), Statement 133 requires the recognition of offsetting changes
in value or cash flows of both the derivative and the hedged item in earnings in
the same period. Changes in the fair value of derivatives that are not
designated as hedges or that do not meet the hedge accounting criteria in
Statement 133 are included in earnings in the period of change. The
implementation of this Statement is required for years beginning after June 15,
1999, and upon the initial application of the Statement all derivatives are
required to be recognized in the balance sheet as either assets or liabilities
and measured at fair value. The Company plans to adopt this Statement during
2000, and the effect of implementation on the Company's financial statements has
not yet been determined.
INVESTMENTS
Investments are presented on the following bases:
The carrying value of fixed maturities depends on the classification of the
security: securities held-to-maturity, securities available-for-sale, and
trading securities. Management determines the appropriate classification of
debt securities at the time of purchase and reevaluates such designation as
of each balance sheet date.
The Company does not hold any securities classified as held-to-maturity or
trading securities.
Debt securities and marketable equity securities are classified as
available-for- sale. Available-for-sale securities are stated at fair
value, with the unrealized gains and losses, and deferred policy
acquisition cost adjustments, reported net of tax as a component of other
comprehensive income in stockholder's equity.
- --------------------------------------------------------------------------------
FirstLine II 86
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The amortized cost of debt securities classified as held-to-maturity or
available-for- sale is adjusted for amortization of premiums and accretion
of discounts to maturity, or in the case of mortgage-backed securities,
over the estimated life of the security. Such amortization is included in
interest income from investments. Interest and dividends are included in
net investment income as earned.
Mortgage loans are carried at the unpaid balances less an allowance for
credit losses. Investment real estate is carried at cost, less accumulated
depreciation. Policy loans are carried at unpaid balances. Derivatives are
accounted for on the same basis as the asset hedged.
Realized gains and losses, and declines in value judged to be
other-than-temporary are included in net realized gains on investments. The
cost of securities sold is based on the specific identification method.
RECOGNITION OF PREMIUM REVENUES
Premiums for traditional life insurance products, which include those products
with fixed and guaranteed premiums and benefits and consist principally of whole
life insurance policies, are recognized as revenue when due. Revenues for
universal life insurance policies and for investment products consist of policy
charges for the cost of insurance, policy administration charges, and surrender
charges assessed against policyholder account balances during the year.
DEFERRED POLICY ACQUISITION COSTS
Commissions, reinsurance allowances, and other costs of acquiring traditional
life insurance, including reinsurance assumed, universal life insurance
(including interest sensitive products) and investment products that vary with
and are primarily related to the production of new and renewal business, have
been deferred. Traditional life insurance acquisition costs are being amortized
using assumptions consistent with those used in computing policy benefit
reserves. The period of amortization is normally over the premium-paying period.
In the case of policies with no first year premium, the period of amortization
includes the first year, in addition to the premium-paying period. For universal
life insurance and investment products, acquisition costs are being amortized
generally in proportion to the present value (using the assumed crediting rate)
of
- --------------------------------------------------------------------------------
FirstLine II 87
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expected gross margins from surrender charges, investments, mortality, and
expenses. This amortization is adjusted retrospectively when estimates of
current or future gross margins to be realized from a group of products are
revised.
Deferred policy acquisition costs are adjusted to reflect changes that would
have been necessary if unrealized investment gains and losses related to
available-for-sale securities had been realized. The Company has reflected those
adjustments in the asset balance with the offset as a direct adjustment to
accumulated other comprehensive income in stockholder's equity.
FUTURE POLICY BENEFITS
Benefit reserves for traditional life insurance products (other than reinsurance
assumed) are computed using a net level premium method including assumptions as
to investment yields, mortality, withdrawals and other assumptions based on
Company and industry experience. These assumptions include provisions for
adverse deviation and are modified as necessary to reflect anticipated trends.
Reserve interest assumptions are those deemed appropriate at the time of policy
issue, and range from 3% to 7.5%. Policy benefit claims are charged to expense
in the year that the claims are incurred.
Benefit reserves for reinsurance assumed are computed using pricing assumptions
with provisions for adverse deviation. Benefits for level-term reinsurance
assumed are computed to recognize profits in proportion with revenue. Benefit
reserves for all other reinsurance assumed are computed to recognize profits in
proportion to the coverage provided.
Benefit reserves for universal life-type policies (including fixed premium
interest sensitive products) and investment products are computed under a
retrospective deposit method and represent policy account balances before
applicable surrender charges. Policy benefits and claims that are charged to
expense include benefit claims incurred during the year in excess of related
policy account balances. Interest crediting rates for universal life and
investment products range from 3.80% to 7.81% during 1998, 4.60% to 7.81% during
1997, and 4.60% to 7.45% during 1996.
Included in life and annuity reserves is an unearned revenue reserve that
reflects the unamortized balance of excess heaped expense loads over ultimate
renewal expense loads on universal life and investment products. These excess
fees have been deferred and are being recognized in income over the periods
benefitted, using the same assumptions and factors used to amortize deferred
policy acquisition costs.
- --------------------------------------------------------------------------------
FirstLine II 88
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
POLICY AND CONTRACT CLAIMS
The liabilities for unpaid claims include estimates of amounts due on reported
claims and claims that have been incurred but were not reported as of December
31. Such estimates are based on actuarial projections applied to historical
claim payment data and are considered reasonable and adequate to discharge the
Company's obligations for claims incurred but unpaid as of December 31.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost less accumulated depreciation.
Impairment losses are recorded when indicators of impairment are present and the
estimated undiscounted cash flows are less than the assets' carrying value.
Depreciation for major classes of assets is calculated on a straight-line basis.
PARTICIPATING INSURANCE
The Company accrues a liability for earnings on participating policies that
cannot inure to the benefit of the Company's stockholder. The liability is
determined based on earnings on participating policies in excess of 10% of
profits on participating business before payment of policyholder dividends. The
liability for these undistributed earnings was $5,816,000 and $6,074,000 at
December 31, 1998 and 1997, respectively. Participating business approximates
.2% of the Company's ordinary life insurance in force and 1.4% of premium
income. Earnings for participating insurance are based on the actual earnings of
the participation block of policies. Expenses and taxes are allocated based on
the amount of participating insurance in force. Investment income is allocated
based on the yield of the participating investment portfolio. The amount of
dividends to be paid is determined annually by the Board of Directors. Amounts
allocable to participating policyholders are based on published dividend
projections or expected dividend scales. Dividends of $3,233,000; $3,377,000;
and $3,307,000 were incurred in 1998, 1997, and 1996, respectively.
FEDERAL INCOME TAXES
Deferred federal income taxes have been provided or credited to reflect
significant temporary differences between income reported for tax and financial
reporting purposes using reasonable assumptions.
- --------------------------------------------------------------------------------
FirstLine II 89
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH FLOW INFORMATION
Cash includes cash on hand and demand deposits. Included as a component of
operating activities is interest paid of $10,121,000; $10,110,000; and
$1,016,000 for 1998, 1997, and 1996, respectively.
GUARANTY FUND ASSESSMENTS
Insurance companies are assessed the costs of funding the insolvencies of other
insurance companies by the various state guaranty associations, generally based
on the amount of premium companies collect in that state. The Company accrues
the cost of future guaranty fund assessments based on estimates of insurance
company insolvencies provided by the National Organization of Life and Health
Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in
each state. The Company reduces the accrual by credits allowed in some states to
reduce future premium taxes by a portion of assessments in that state.
RECLASSIFICATIONS
Certain amounts in the 1997 and 1996 financial statements have been reclassified
to conform to the 1998 presentation.
- --------------------------------------------------------------------------------
FirstLine II 90
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS
The amortized cost and fair value of investments in fixed maturities and equity
securities are as follows at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------------------
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $ 166,611 $ 3,829 $ 589 $ 169,851
States, municipalities and political
subdivisions 23,368 959 1,803 22,524
Public utilities securities 172,968 4,885 904 176,949
Debt securities issued by foreign
governments 952 -- -- 952
Corporate securities 1,251,462 46,292 23,512 1,274,242
Mortgage-backed securities 1,132,058 75,159 6,922 1,200,295
Other asset-backed securities 635,539 19,968 3,578 651,929
Redeemable preferred stocks 312 42 -- 354
Derivatives hedging fixed maturities
(Note 3) 312 6,434 312 6,434
---------- -------- ------- ----------
Total fixed maturities 3,383,582 157,568 37,620 3,503,530
Preferred stocks (nonredeemable) 4,251 6 52 4,205
Common stocks 2,510 1,780 95 4,195
---------- -------- ------- ----------
Total equity securities 6,761 1,786 147 8,400
---------- -------- ------- ----------
Total $3,390,343 $159,354 $37,767 $3,511,930
========== ======== ======= ==========
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 91
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------------------------
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $ 51,387 $ 1,629 $ 39 $ 52,977
States, municipalities and political
subdivisions 43,185 1,023 128 44,080
Public utilities securities 151,642 5,030 1,216 155,456
Debt securities issued by foreign
governments 3,272 -- -- 3,272
Corporate securities 1,147,380 48,001 6,539 1,188,842
Mortgage-backed securities 1,165,376 89,539 6,661 1,248,254
Other asset-backed securities 443,473 13,285 584 456,174
Redeemable preferred stocks -- -- -- --
Derivatives hedging fixed maturities
(Note 3) 1,297 3,118 1,115 3,300
---------- -------- ------- ----------
Total fixed maturities 3,007,012 161,625 16,282 3,152,355
Preferred stocks (nonredeemable) 3,368 67 122 3,313
Common stocks 3,386 1,446 126 4,706
---------- -------- ------- ----------
Total equity securities 6,754 1,513 248 8,019
---------- -------- ------- ----------
Total $3,013,766 $163,138 $16,530 $3,160,374
========== ======== ======= ==========
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 92
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
The amortized cost and fair value of investments in fixed maturities at December
31, 1998, by contractual maturity, are shown in the following table (in
thousands). Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.
Amortized
Cost Fair Value
------------------------------
Available for sale:
Due in one year or less $ 18,024 $ 18,156
Due after one year through five years 187,198 183,735
Due after five years through ten years 695,842 702,563
Due after ten years 714,609 740,418
---------- ----------
1,615,673 1,644,872
Mortgage-backed securities 1,132,058 1,200,295
Other asset-backed securities 635,539 651,929
Derivatives 312 6,434
---------- ----------
Total available-for-sale $3,383,582 $3,503,530
========== ==========
Changes in unrealized gains (losses) on investments in available-for-sale
securities for the years ended December 31, 1998, 1997 and 1996 are summarized
as follows (in thousands):
December 31, 1998
--------------------------------------------
Fixed Equity Total
--------------------------------------------
Gross unrealized gains $ 157,568 $ 1,786 $ 159,354
Gross unrealized (losses) (37,620) (147) (37,767)
--------- -------- ---------
Net unrealized gains 119,948 1,639 121,587
Deferred income tax (41,982) (574) (42,556)
--------- -------- ---------
Net unrealized gains after taxes 77,966 1,065 79,031
Less:
Balance at beginning of year 94,470 822 95,292
--------- -------- ---------
Change in net unrealized gains
(losses) $ (16,504) $ 243 $ (16,261)
========= ======= =========
- --------------------------------------------------------------------------------
FirstLine II 93
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
December 31, 1997
------------------------------------------
Fixed Equity Total
------------------------------------------
Gross unrealized gains $ 161,625 $ 1,513 $ 163,138
Gross unrealized (losses) (16,282) (248) (16,530)
--------- ------- ---------
Net unrealized gains 145,343 1,265 146,608
Deferred income tax (50,873) (443) (51,316)
--------- ------- ---------
Net unrealized gains after taxes 94,470 822 95,292
Less:
Balance at beginning of year 71,237 289 71,526
--------- ------- ---------
Change in net unrealized gains
(losses) $ 23,233 $ 533 $ 23,766
========= ======= =========
December 31, 1996
------------------------------------------
Fixed Equity Total
------------------------------------------
Gross unrealized gains $ 140,089 $ 822 $ 140,911
Gross unrealized (losses) (30,493) (376) (30,869)
--------- ------- ---------
Net unrealized gains 109,596 446 110,042
Deferred income tax (38,359) (157) (38,516)
--------- ------- ---------
Net unrealized gains after taxes 71,237 289 71,526
Less:
Balance at beginning of year 99,389 (147) 99,242
--------- ------- ---------
Change in net unrealized gains
(losses) $ (28,152) $ 436 $ (27,716)
========= ======= =========
As part of its overall investment management strategy, the Company has entered
into agreements to purchase $79,175,000 in mortgage loans as of December 31,
1998. These agreements were settled during 1999. The Company had no agreements
to sell securities at December 31, 1998.
- --------------------------------------------------------------------------------
FirstLine II 94
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
Major categories of investment income for the years ended December 31 are
summarized as follows (in thousands):
1998 1997 1996
---------------------------------------------
Fixed maturities $ 278,227 $ 259,936 $ 240,931
Mortgage loans on real estate 47,567 40,908 29,143
Policy loans 58,016 56,087 52,205
Other investments 2,911 3,159 2,197
--------- --------- ---------
386,721 360,090 324,476
Investment expenses (24,725) (19,192) (12,355)
--------- --------- ---------
Net investment income $ 361,996 $ 340,898 $ 312,121
========= ========= =========
Net realized gains (losses) on investments for the years ended December 31 are
summarized as follows (in thousands):
1998 1997 1996
----------------------------------------------
Fixed maturities $ 9,691 $ 27,717 $4,540
Equity securities 168 (57) 79
Real estate and other 959 985 151
------- -------- ------
Net realized gains on
investments $10,818 $ 28,645 $4,770
======= ======== ======
During 1998, 1997 and 1996, fixed maturities and marketable equity securities
available- for-sale were sold with fair values at the date of sale of
$5,018,240,000; $2,281,886,000 and $334,482,000, respectively. Gross gains of
$44,314,000; $41,017,000 and $7,248,000 and gross losses of $34,455,000;
$13,357,000 and $2,629,000 were realized on those sales in 1998, 1997 and 1996,
respectively.
At December 31, 1998 and 1997, bonds with an amortized cost of $29,081,000 and
$28,434,000, respectively, were on deposit with various state insurance
departments to meet regulatory requirements.
- --------------------------------------------------------------------------------
FirstLine II 95
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
The Company enters into interest rate and currency contracts, including swaps,
caps, floors, and options, to reduce and manage risks which include the risk of
a change in the value, yield, price, cash flows, exchange rates or quantity of,
or a degree of exposure with respect to assets, liabilities, or future cash
flows which the Company has acquired or incurred. Hedge accounting practices are
supported by cash flow matching, scenario testing and duration matching.
Interest rate swap agreements generally involve the exchange of fixed and
floating interest payments over the life of the agreement without an exchange of
the underlying principal amount. Currency swap agreements generally involve the
exchange of local and foreign currency payments over the life of the agreements
without an exchange of the underlying principal amount. Interest rate cap and
interest rate floor agreements owned entitle the Company to receive payments to
the extent reference interest rates exceed or fall below strike levels in the
contracts based on the notional amounts.
Premiums paid for the purchase of interest rate contracts are included in other
assets and are being amortized to interest expense over the remaining terms of
the contracts or in a manner consistent with the financial instruments being
hedged. Amounts paid or received, if any, from such contracts are included in
interest expense or income. Accrued amounts payable to or receivable from
counterparties are included in other liabilities or assets.
Gains and losses as a result of early terminations of interest rate contracts
are amortized to investment income over the remaining term of the items being
hedged to the extent the hedge is considered to be effective; otherwise, they
are recognized upon termination.
Interest rate contracts that are matched or otherwise designated to be
associated with other financial instruments are recorded at fair value if the
related financial instruments mature, are sold, or are otherwise terminated or
if the interest rate contracts cease to be effective hedges.
The Company manages the potential credit exposure from interest rate contracts
through careful evaluation of the counterparties' credit standing, collateral
agreements, and master netting agreements.
The Company is exposed to credit loss in the event of nonperformance by
counterparties on interest rate contracts; however, the Company does not
anticipate nonperformance by any of these counterparties. The amount of such
exposure is generally the unrealized gains in such contacts.
- --------------------------------------------------------------------------------
FirstLine II 96
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)
The table below summarizes the Company's interest rate contracts at December 31,
1998 and 1997 (in thousands):
December 31, 1998
-------------------------------------------------
Notional Amortized Fair Balance
Amount Cost Value Sheet
-------------------------------------------------
Interest rate contracts:
Swaps $ 767,873 $ (155) $(2,952) $(2,952)
Swaps-affiliates 734,176 155 5,440 5,440
---------- ------- ------- -------
Total swaps 1,502,049 -- 2,488 2,488
Caps owned 560,000 312 11 11
---------- ------- ------- -------
Total caps owned 560,000 312 11 11
Floors owned 422,485 (72) 3,768 3,768
Floors owned-affiliates 8,485 72 167 167
---------- ------- ------- -------
Total floors owned 430,970 -- 3,935 3,935
Options owned 418,300 5,268 2,664 2,664
Options owned-affiliates 418,300 (5,268) (2,664) (2,664)
---------- ------- ------- -------
Total options owned 836,600 -- -- --
---------- ------- ------- -------
Total derivatives $3,329,619 $ 312 $ 6,434 $ 6,434
========== ======= ======= =======
- --------------------------------------------------------------------------------
FirstLine II 97
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
(CONTINUED)
December 31, 1997
-----------------------------------------------
Notional Amortized Fair Balance
Amount Cost Value Sheet
----------------------------------------------
Interest rate contracts:
Swaps $ 913,630 $ (185) $ (625) $ (625)
Swaps-affiliates 879,745 185 1,429 1,429
---------- ------- ------- -------
Total swaps 1,793,375 -- 804 804
Caps owned 760,000 986 766 766
---------- ------- ------- -------
Total caps owned 760,000 986 766 766
Floors owned 354,000 311 1,730 1,730
Floors owned-affiliates -- -- -- --
---------- ------- ------- -------
Total floors owned 354,000 311 1,730 1,730
Options owned 384,300 6,192 4,312 4,312
Options owned-affiliates 384,300 (6,192) (4,312) (4,312)
---------- ------- ------- -------
Total options owned 768,600 -- -- --
---------- ------- ------- -------
Total derivatives $3,675,975 $ 1,297 $ 3,300 $ 3,300
========== ======= ======= =======
4. CONCENTRATIONS OF CREDIT RISK
At December 31, 1998, the Company held less-than-investment-grade bonds
classified as available-for-sale with a carrying value and market value of
$277,793,000. These holdings amounted to 7.9% of the Company's investments in
fixed maturity securities and 2.8% of total assets. The holdings of
less-than-investment-grade bonds are widely diversified and of satisfactory
quality based on the Company's investment policies and credit standards.
At December 31, 1998, the Company's mortgages involved a concentration of
properties located in Florida (15.5%), Texas (9.7%), and Georgia (7.5%). The
remaining mortgages relate to properties located in 35 other states. The
portfolio is well diversified, covering many different types of income-producing
properties on which the Company has first mortgage liens. The maximum mortgage
outstanding on any individual property is $16,068,000.
- --------------------------------------------------------------------------------
FirstLine II 98
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. EMPLOYEE BENEFIT PLANS
PENSION PLANS AND POSTRETIREMENT BENEFITS
The Company has a qualified noncontributory defined benefit retirement plan
covering substantially all employees. In addition, the Company maintains a
non-qualified unfunded Supplemental Employees' Retirement Plan (SERP). In
addition to providing pension plans, the Company provides certain health care
and life insurance benefits for retired employees.
The funded status and the amounts recognized in the balance sheets for the
defined benefit plans and other postretirement benefit plans are as follows (in
thousands):
<TABLE>
<CAPTION>
December 31
1998 1997
--------------------------------------- ----------------------------------
Qualified Post- Qualified Post-
Plan SERP Retirement Plan SERP Retirement
--------------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Projected benefit obligation $ (38,685) $ (8,320) $ (8,949) $(37,801) $(9,154) $ (7,590)
Less plan assets at fair value 47,230 -- -- 40,150 -- --
---------- ----------- --------- -------- ------- --------
Plan assets in excess
(deficient)
of projected benefit
obligation $ 8,545 $ (8,320) $ (8,949) $ 2,349 $(9,154) $ (7,590)
========== =========== ========= ======== ======= ========
Net asset (liability) $ 1,240 $ (4,918) $ (12,044) $ 1,322 $(4,135) $(11,369)
========== =========== ========= ======== ======= ========
</TABLE>
As of December 31, 1998 and 1997, the Company recognized an additional minimum
net liability on the SERP of $1,482,000 and $3,848,000, respectively, as this
plan is unfunded and the actuarial present value of accumulated benefit
obligation exceeds the net pension liability. Prior to 1998, the change in the
additional minimum net liability was reported in net income. Beginning in 1998,
the change in the additional minimum net liability is recorded net of tax as a
component of other comprehensive income directly in stockholder's equity, net of
tax.
- --------------------------------------------------------------------------------
FirstLine II 99
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. EMPLOYEE BENEFIT PLANS (CONTINUED)
The net periodic pension cost, employer contributions, plan participant
contributions, and benefits paid for the defined benefit plans are as follows
(in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
-------------------------------- --------------------------------- ----------------------------------
Qualified Post- Qualified Post- Qualified Post-
Plan SERP Retirement Plan SERP Retirement Plan SERP Retirement
-------------------------------- --------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net periodic pension
expense $ 82 $1,109 $893 $607 $1,502 $755 $ 390 $1,109 $669
Employer contributions -- 325 218 -- 317 198 -- 320 Not available
Plan participants'
contributions -- -- 77 -- -- 71 -- -- Not available
Benefits paid 890 325 296 811 317 268 1,466 320 187
</TABLE>
The information for employer and plan participant contributions to the
postretirement plan for 1996 is not readily available.
Assumptions used in accounting for the defined benefit plans as of December 31,
1998, 1997, and 1996 were as follows:
1998 1997 1996
-------------------------
Weighted-average discount rate 6.75% 7.25% 7.50%
Rate of increase in compensation level 4.00% 4.25% 4.50%
Expected long-term rate of return on assets 9.50% 9.50% 9.50%
Plan assets of the defined benefit plans at December 31, 1998 are invested
primarily in U.S. government securities, corporate bonds, mutual funds, mortgage
loans, money market funds and common stock.
The annual assumed rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) for the medical plan is 9.75% graded to
5.25% over 9 years. The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation for the medical plan as of
December 31, 1998 by $1,015,000 and the aggregate of the service and interest
cost components of net periodic postretirement benefit cost for 1998 by
$136,000. Decreasing the assumed health care cost trend rates by one percentage
point in each year would increase the accumulated postretirement benefit
obligation for the medical plan as of December 31, 1998 by $(862,000) and the
aggregate of the service and interest cost components of net periodic
postretirement benefit cost for 1998 by $(113,000).
- --------------------------------------------------------------------------------
FirstLine II 100
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. EMPLOYEE BENEFIT PLANS (CONTINUED)
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 6.75% at December 31, 1998 and 7.50% at
December 31, 1997 and December 31, 1996.
401(K) PLAN
The Security Life of Denver Insurance Company Savings Incentive Plan (the
Savings Plan) is a defined contribution plan which is available to substantially
all home office employees. Participants may make contributions to the plan
through salary reductions up to a maximum of $10,000 for 1998, and $9,500 for
both 1997 and 1996. Such contributions are not currently taxable to the
participants. The Company matches 100% of the first 3% of participants'
contributions, plus 50% of contributions which exceed 3% of participants'
compensation, subject to a maximum matching percentage of 4 1/2% of the
individual's salary. Company matching contributions were $1,343,000 for 1998,
$1,211,000 for 1997, and $1,143,000 for 1996.
Plan assets of the Savings Plan at December 31, 1998 are invested in a group
deposit administration contract (the Contract) with the Company, various stock
funds maintained by the Principal Financial Group, and loans to participants.
The Contract is a policyholder liability of the Company and had a balance of
$27.8 million and $26.6 million at December 31, 1998 and 1997, respectively.
6. SEPARATE ACCOUNTS
Separate account assets and liabilities represent funds segregated by the
Company for the benefit of certain policy and contract holders who bear the
investment risk. Revenues and expenses on the separate account assets and
related liabilities equal the benefits paid to the separate account policy and
contract holders, and are excluded from the amounts reported in the consolidated
statements of income except for fees charged for administration services and
mortality risk.
- --------------------------------------------------------------------------------
FirstLine II 101
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. LEASES
In 1997, the Company terminated a significant operating lease agreement relating
to electronic data processing equipment due to outsourcing of computer
operations. The Company incurred $4,819,000 in lease expense in 1997 related to
that agreement prior to termination. The Company does not have any other
significant lease obligations. Total rental expense for all equipment leases was
approximately $0, $4,993,000 and $6,151,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
8. REINSURANCE
The Company is involved in both ceded and assumed reinsurance with other
companies for the purpose of diversifying risk and limiting exposure on larger
risks. As of December 31, 1998, the Company's retention limit for acceptance of
risk on life insurance policies had been set at various levels up to $1,500,000.
Reinsurance premiums, commissions, and expense reimbursements related to
reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Reserves are based on the terms of the reinsurance contracts, and are
consistent with the risks assumed.
To the extent that the assuming companies become unable to meet their
obligations under these treaties, the Company remains contingently liable to its
policyholders for the portion retroceded. Consequently, allowances are
established for amounts deemed uncollectible. To minimize its exposure to
significant losses from retrocessionaire insolvencies, the Company evaluates the
financial condition of the retrocessionaire and monitors concentrations of
credit risk arising from similar geographic regions, activities, or economic
characteristics of the reinsurers. The use of reinsurance pools with
retrocessionaires also minimizes the Company's exposure to significant losses
from retrocessionaire insolvencies.
The Company assumes and cedes, on a coinsurance basis, guaranteed investment
contracts (GICs) to and from affiliates under common ownership. As of December
31, 1998, $2.7 billion of an affiliate's invested assets were held in trust
pursuant to these agreements.
- --------------------------------------------------------------------------------
FirstLine II 102
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. REINSURANCE (CONTINUED)
These GIC transactions are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
------------------------------------------------------------
Policy Policy
Deposits Liabilities Deposits Liabilities
------------------------------------------------------------
<S> <C> <C> <C> <C>
Direct (nonaffiliated) $ 2,773,952 $ 3,112,460 $ 1,673,471 $2,527,957
Assumed from Life Insurance Company of
Georgia -- 97,552 35,000 106,698
----------- ----------- ----------- ---------
2,773,952 3,210,012 1,708,471 2,634,655
Ceded to Columbine Life Insurance Company (2,547,743) (2,696,409) (1,479,371) (2,231,118)
Ceded to Life Insurance Company of Georgia (225,083) (512,477) (116,100) (403,537)
Ceded to First Columbine Life Insurance
Company (1,126) (1,126) -- --
----------- ----------- ----------- ---------
Net $ -- $ -- $ 113,000 $ --
=========== =========== =========== ==========
</TABLE>
Ceded GIC policy liabilities totaling $3,210 and $2,635 million as of December
31, 1998 and 1997, respectively, are classified as part of prepaid reinsurance
premiums.
During 1998 and 1997, the Company had ceded blocks of insurance under
reinsurance treaties to provide funds for financial and other purposes. These
reinsurance transactions, generally known as "financial reinsurance," represent
financial arrangements and, in accordance with generally accepted accounting
principles, are not reflected in the accompanying financial statements except
for the risk fees paid to or received from reinsurers. Financial reinsurance has
the effect of increasing current statutory surplus while reducing future
statutory surplus as amounts are recaptured from reinsurers. During 1998, the
Company entered into a new financial reinsurance contract with an affiliated
company.
9. INCOME TAXES
The Company files a consolidated federal income tax return with its parent and
other U.S. affiliates and subsidiaries, with the exception of First ING. The
affiliated companies that join in the filing of the consolidated federal income
tax return have an agreement for the allocation of taxes between members that
join in the consolidated return. The agreement specifies that the separate
return payable or the separate return receivable of each member will be the
federal income tax payable or receivable that the member would have had for the
period had it filed a separate return.
- --------------------------------------------------------------------------------
FirstLine II 103
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. INCOME TAXES (CONTINUED)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows (in thousands):
December 31
1998 1997
------------------------
Deferred tax liabilities:
Deferred policy acquisition costs $(272,970) $(239,678)
Unrealized gains/losses (42,556) (51,312)
--------- ---------
Total deferred tax liabilities (315,526) (290,990)
Deferred tax assets:
Benefit reserves and surplus relief 102,177 111,610
Tax-basis deferred policy acquisition costs 83,836 71,241
Investment income 13,712 13,459
Unearned investment income -- 9,208
Nonqualified deferred compensation 14,667 14,129
Postretirement employee benefits 2,501 3,979
Separate accounts 18,775 8,571
Other, net 19,796 4,964
--------- ---------
Total deferred tax assets 255,464 237,161
--------- ---------
Net deferred tax liabilities $ (60,062) $ (53,829)
========= =========
The components of federal income tax expense consist of the following (in
thousands):
December 31
1998 1997 1996
---------------------------------
Current $24,111 $37,542 $10,340
Deferred 9,955 9,477 11,536
------- ------- -------
Federal income tax expense $34,066 $47,019 $21,876
======= ======= =======
The Company's effective income tax rate did not vary significantly from the
statutory federal income tax rate.
- --------------------------------------------------------------------------------
FirstLine II 104
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. INCOME TAXES (CONTINUED)
The Company had net income tax payments (receipts) of $18,283,000 during 1998,
$55,468,000 during 1997, and $(61,467,000) during 1996 for current income tax
payments and settlements of prior year returns.
The Policyholder's Surplus Account is an accumulation of certain special
deductions for income tax purposes and a portion of the "gains from operations"
which were not subject to current taxation under the Life Insurance Tax Act of
1959. At December 31, 1984, the balance in this account for tax return purposes
was approximately $70,800,000. The Tax Reform Act of 1984 provides that no
further accumulations will be made in this account. If amounts accumulated in
the Policyholder's Surplus Account exceed certain limits, or if distributions to
the stockholder exceed amounts in the Stockholder's Surplus Account, to the
extent of such excess amount or excess distributions, as determined for income
tax purposes, amounts in the Policyholder's Surplus Account would become subject
to income tax at rates in effect at that time. Should this occur, the maximum
tax which would be paid at the current tax rate is $24,780,000. The Company does
not anticipate any such action or foresee any events which would result in such
tax; accordingly, a deferred tax liability has not been established.
10. LONG-TERM DEBT
Long-term indebtedness to related parties for $100,000,000 represents the
cumulative cash draws on a $100,000,000 commitment from ING America Insurance
Holdings, Inc. through December 31, 1998. This subordinated note bears interest
at a variable rate equal to the prevailing rate for 10-year U.S. Treasury Bonds
plus 1/4% adjusted annually.
The repayment of this note requires approval of the Commissioner of Insurance of
the State of Colorado and is payable only out of surplus funds of the Company
and only at such time as the surplus of the Company, after payment is made, does
not fall below the prescribed level.
The principal and interest is scheduled to be repaid in five annual installments
beginning April 15, 2000 and continuing through April 15, 2004, with the option
of prepaying any outstanding principal and accrued interest. As of December 31,
1998, the Company accrued interest of $5,387,000. Upon receiving approval from
the Commissioner of Insurance of the State of Colorado, the Company made a
$5,128,000 payment for accrued interest during 1998. The Company recognized
interest expense of $5,387,000; $5,096,000; and $3,644,000 for the years ended
December 31, 1998, 1997, and 1996, respectively.
- --------------------------------------------------------------------------------
FirstLine II 105
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. LONG-TERM DEBT (CONTINUED)
Future minimum payments, assuming a current effective interest rate of 5.41%,
are as follows (in thousands):
Total
YEAR Payments
- ---------------------------------------------------------
2000 $ 25,946
2001 25,946
2002 25,946
2003 25,946
2004 25,946
------------
Total 129,730
Less imputed interest (29,730)
------------
Present value of payments $100,000
=============
11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES
Security Life and its insurance subsidiaries prepare their statutory-basis
financial statements in accordance with accounting practices prescribed or
permitted by their state of domicile. "Prescribed" statutory accounting
practices include state laws, regulations and general administrative rules, as
well as a variety of publications of the National Association of Insurance
Commissioners (NAIC). "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ from
state to state, from company to company within the state, and may change in the
future.
During 1998, the NAIC completed the process of codifying statutory accounting
practices ("Codification"). Codification will likely change, to some extent,
prescribed statutory accounting practices and may result in changes to the
accounting practices that Security Life uses to prepare its statutory-basis
financial statements. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domiciled within those states. Accordingly, before Codification
becomes effective for Security Life, the State of Colorado must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results to the Insurance Department. At this
time it is unknown whether the State of Colorado will adopt Codification.
- --------------------------------------------------------------------------------
FirstLine II 106
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. STATUTORY ACCOUNTING INFORMATION AND PRACTICES (CONTINUED)
Prescribed statutory reserve methodology does not fully encompass universal
life-type products. The NAIC, however, has promulgated a Model Regulation
regarding Universal Life Reserves. The Colorado Division of Insurance has not
adopted the regulation, but requires that reserves be held which are at least as
great as those required by Colorado Statutes. The NAIC UL Model Regulation is
used by the Company to provide reserves consistent with the principles of this
article. Because the reserves satisfy the requirements prescribed by the State
of Colorado for the valuation of universal life insurance, the Company is
permitted to compute reserves in accordance with this model regulation.
The NAIC prescribes Risk-Based Capital (RBC) requirements for life/health
insurance companies. At December 31, 1998, the Company exceeded all minimum RBC
requirements.
Combined capital and surplus, determined in accordance with statutory accounting
practices (SAP), was $386,607,000 and $403,239,000 at December 31, 1998 and
1997, respectively. Combined net income, determined in accordance with SAP, was
$11,712,000; $22,261,000; and $9,141,000 for the years ended December 31, 1998,
1997, and 1996, respectively.
Security Life is required to maintain a minimum total statutory capital and
surplus in the state of domicile of $1,500,000. Midwestern United is required to
maintain minimum statutory capital of $200,000 and surplus of $250,000 in the
state of domicile. First ING is required to maintain minimum statutory capital
of $1,000,000 and paid-in surplus of at least 50% of paid-in capital in the
state of domicile. Each company exceeded its respective minimum statutory
capital and surplus requirements at December 31, 1998. Additionally, the amount
of dividends which can be paid by each company to its stockholder without prior
approval of the various state insurance departments is generally limited to the
greater of 10% of statutory surplus or the statutory net gain from operations.
- --------------------------------------------------------------------------------
FirstLine II 107
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS
In cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent markets and, in
many cases, could not be realized in immediate settlement of the instruments.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company. Life insurance liabilities that contain
mortality risk and all nonfinancial instruments are excluded from disclosure
requirements. However, the fair values of liabilities under all insurance
contracts are taken into consideration in the Company's overall management of
interest rate risk, such that the Company's exposure to changing interest rates
is minimized through the matching of investment maturities with amounts due
under insurance contracts.
- --------------------------------------------------------------------------------
FirstLine II 108
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts and fair values of the Company's financial instruments at
December 31, 1998 and 1997 are summarized below (in thousands):
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
----------------------------- ------------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
----------------------------- ------------------------------
<S> <C> <C> <C> <C>
Assets
Fixed maturities (Note 2) $3,503,530 $3,503,530 $3,152,355 $3,152,355
Equity securities (Note 2) 8,400 8,400 8,019 8,019
Mortgage loans 784,108 832,629 576,620 630,019
Policy loans 925,623 925,623 875,405 875,405
Short-term investments 747 747 55,466 55,466
Cash 31,644 31,644 22,299 22,299
Indebtedness from
related parties 4,339 4,339 2,443 2,443
Separate account assets 423,474 423,474 263,035 263,035
LIABILITIES
Supplemental contracts
without life contingencies 3,966 3,966 4,240 4,240
Other policyholder funds left
on deposit 98,638 98,638 99,545 99,545
Individual and group
annuities, net of reinsurance 87,096 86,007 43,313 43,077
Indebtedness to related
parties 13,755 13,755 7,704 7,704
Long-term debt to related
parties 100,000 100,000 75,000 75,000
Accrued interest on
long-term debt to related
parties 5,387 5,387 5,128 5,128
Separate account liabilities 423,474 423,474 263,035 263,035
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 109
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying values of all other financial instruments approximate their fair
values.
The following methods and assumptions were used by the Company in estimating the
"fair value" disclosures for financial instruments:
FIXED MATURITIES AND EQUITY SECURITIES: The fair values for fixed maturities
(including redeemable preferred stocks) are based on quoted market prices,
where available. For fixed maturities not actively traded, fair values are
estimated using values obtained from independent pricing services or, in the
case of private placements and collateralized mortgage obligations and other
mortgage derivative investments, are estimated by discounting expected
future cash flows. The discount rates used vary as a function of factors
such as yield, credit quality and maturity which fall within a range between
4.5% - 14.0% over the total portfolio. The fair values of equity securities
are based on quoted market prices.
MORTGAGE LOANS: Estimated market values for commercial real estate loans are
generated using a discounted cash flow approach. Loans in good standing are
discounted using interest rates determined by U.S. Treasury yields on
December 31 and spreads implied by independent published surveys. The same
is applied on new loans with similar characteristics. The amortizing
features of all loans are incorporated in the valuation. Where data on
option features is available, option values are determined using a binomial
valuation method, and are incorporated into the mortgage valuation.
Restructured loans are valued in the same manner; however, these are
discounted at a greater spread to reflect increased risk.
All residential loans are valued at their outstanding principal balances,
which approximate their fair values.
POLICY LOANS: The carrying amounts reported in the balance sheets for these
financial instruments approximate their fair values.
DERIVATIVE FINANCIAL INSTRUMENTS: Fair values for on-balance-sheet
derivative financial instruments (caps and floors) and off-balance-sheet
derivative financial instruments (swaps) are based on broker/dealer
valuations or on internal discounted cash flow pricing models taking into
account current cash flow assumptions and the counterparties' credit
standing.
- --------------------------------------------------------------------------------
FirstLine II 110
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
OTHER INVESTMENT-TYPE INSURANCE CONTRACTS: The fair values of the Company's
deferred annuity contracts are estimated based on the cash surrender value.
The carrying values of other liabilities, including immediate annuities,
dividend accumulations, supplementary contracts without life contingencies
and premium deposits, approximate their fair values.
OFF-BALANCE-SHEET INSTRUMENTS: The Company accepted additional deposits on
existing synthetic guaranteed investment contracts in the amounts of
$66,480,000 and $1,000,000 in 1998 and 1997, respectively, from trustees of
401(k) plans. Pursuant to the terms of these contracts, the trustees own and
retain the assets related to these contracts. Such assets had a value of
$433,689,000 and $493,757,000 at December 31, 1998 and 1997, respectively.
Under synthetic guaranteed investment contracts, the synthetic issuer may
assume interest rate risk on individual plan participant initiated
withdrawals from stable value options of 401(k) plans. Approximately 85% of
the synthetic guaranteed investment contract book values are on a
participating basis and have a credited interest rate reset mechanism which
passes such interest rate risk to plan participants.
LETTERS OF CREDIT
The Company is the beneficiary of letters of credit totaling $197,254,000
which have a market value to the Company of $0 and two lines of credit
totaling $284,471,000 which have a market value to the Company of $0 (see
Note 14).
13. COMMITMENTS AND CONTINGENCIES
The Company is a party to pending or threatened lawsuits arising from the normal
conduct of its business. Due to the climate in insurance and business
litigation, suits against the Company sometimes include substantial additional
claims, consequential damages, punitive damages and other similar types of
relief. While it is not possible to forecast the outcome of such litigation, it
is the opinion of management that the disposition of such lawsuits will not have
a material adverse effect on the Company's financial position or interfere with
its operations.
- --------------------------------------------------------------------------------
FirstLine II 111
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. COMMITMENTS AND CONTINGENCIES (CONTINUED)
In 1998, the Company established an accrued liability of $40,000,000 related to
certain potential litigation similar to that faced by other major life insurers.
This litigation relates to sales practices of interest sensitive policies. The
Company is vigorously defending its position in these cases. No such litigation
reserve was established in 1997. While it is not possible to forecast the
outcome of such litigation, it is the opinion of management that the disposition
of such lawsuits will not have a material adverse effect on the Company's
financial position or interfere with its operations.
14. OTHER FINANCING ARRANGEMENTS
The Company has a $144,471,000 line of credit issued by the Company's parent to
provide short-term liquidity. The Company has an additional non-affiliated line
of credit of $140,000,000, also to provide short-term liquidity, which expires
July 31, 1999. The amount of funds available under this line is reduced by
borrowings of certain affiliates also party to the agreement. There were no
outstanding borrowings under either of these agreements at December 31, 1998 or
1997. The weighted-average balance outstanding of short-term debt was $37.5
million during 1998. The weighted-average interest rate paid on this debt during
1998 was 5.63% (see Note 12).
The Company is the beneficiary of letters of credit totaling $197,254,000 that
were established in accordance with the terms of reinsurance agreements. Such
letters of credit are unconditional, irrevocable, and provide for automatic
renewal for the following year at December 31. The letters were unused during
both 1998 and 1997.
15. YEAR 2000 (UNAUDITED)
The Company has initiated a program to prepare its computer systems and
applications for the year 2000. This program includes all systems utilized by
the Company as well as the systems of other companies that interface with the
Company. The Company has completed modification and preliminary testing of
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and thereafter. The total Year 2000
project cost is estimated at approximately $6.4 million. To date the Company has
incurred approximately $2.6 million for the above activities. Accordingly, the
Company does not expect the amounts required for this project to have a material
effect on its financial position.
- --------------------------------------------------------------------------------
FirstLine II 112
<PAGE>
Security Life of Denver Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
15. YEAR 2000 (UNAUDITED) (CONTINUED)
The project is estimated to be completed no later than June 1999, which is prior
to any anticipated impact on its operating systems. The Company believes that
with modifications to existing software, and conversions to new software, the
Year 2000 will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed in a timely manner, it could have a material impact on the operations
of the Company.
The Company has initiated formal communications and interface testing plans with
all of its suppliers and customers to determine the extent to which its
interface systems are vulnerable to those third parties' failure to have their
systems Year 2000 compatible and will act accordingly to prevent operational
disruptions.
- --------------------------------------------------------------------------------
FirstLine II 113
<PAGE>
Financial Statements
Security Life Separate Account L1
of Security Life of Denver
Insurance Company
Years ended December 31, 1998, 1997 and 1996
with Report of Independent Auditors
- --------------------------------------------------------------------------------
FirstLine II 114
<PAGE>
Security Life Separate Account L1
Financial Statements
Years ended December 31, 1998, 1997 and 1996
CONTENTS
Report of Independent Auditors ..............................................116
Audited Financial Statements
Statement of Net Assets .....................................................117
Statements of Operations ....................................................124
Statements of Changes in Net Assets .........................................143
Notes to Financial Statements ...............................................162
- --------------------------------------------------------------------------------
FirstLine II 115
<PAGE>
[Logo of Ernst & Young LLP appears here]
Report of Independent Auditors
Policyholders
Security Life Separate Account L1 of
Security Life of Denver Insurance Company
We have audited the accompanying statement of net assets of Security Life
Separate Account L1 (comprising, respectively, the Neuberger Berman Advisers
Management Trust (comprising the Limited Maturity Bond, Growth, Government
Income and Partners Divisions) ("NB"), the Alger American Fund (comprising the
American Small Capitalization, American MidCap Growth, American Growth and
American Leveraged AllCap Divisions) ("Alger"), the Fidelity Variable Insurance
Products Fund and Variable Insurance Products Fund II (comprising the Asset
Manager, Growth, Overseas, Money Market and Index 500 Divisions) ("Fidelity"),
the INVESCO Variable Investment Funds, Inc. (comprising the Total Return,
Industrial Income, High Yield, Utilities and Small Company Growth Divisions)
("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide Balanced,
Worldwide Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide
Real Estate Divisions) ("Van Eck") and AIM Advisors, Inc. (comprising the
Capital Appreciation and Government Securities Divisions) ("AIM")) as of
December 31, 1998, and the related statements of operations and changes in net
assets for each of the three years in the period then ended. These financial
statements are the responsibility of the Separate Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the transfer agents. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Life Separate Account
L1 at December 31, 1998, and the results of its operations and changes in its
net assets for each of the three years in the period then ended, in conformity
with generally accepted accounting principles.
Denver, Colorado /s/ Ernst & Young LLP
April 5, 1999
- --------------------------------------------------------------------------------
FirstLine II 116
<PAGE>
Security Life Separate Account L1
Statement of Net Assets
December 31, 1998
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck AIM
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
------------ ----------- ----------- ------------ ----------- ---------- ----------
Net assets $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
============ =========== =========== ============ =========== ========== ==========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
------------ ----------- ----------- ------------ ----------- ---------- ----------
TOTAL POLICYHOLDER RESERVES $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
============ =========== =========== ============ =========== ========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 117
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
NB
-------------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------- ----------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
------------ -------------- ------------ ----------- -----------
Net assets $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
============ ============== ============ =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
------------ -------------- ------------ ----------- -----------
TOTAL POLICYHOLDER RESERVES $ 47,067,751 $ 15,578,349 $ 9,026,160 $ -- $22,463,242
============ ============== ============ =========== ===========
Number of division units outstanding
(Note G) 1,245,559.121 447,486.376 -- 986,298.018
============== ============ =========== ===========
Value per divisional unit $ 12.51 $ 20.17 $ -- $ 22.78
============== ============ =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 118
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
Alger
------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
---------------------------------------------------------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
----------- ----------- ---------- ----------- ----------
Net assets $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
=========== =========== ========== =========== ==========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
----------- ----------- ---------- ----------- ----------
TOTAL POLICYHOLDER RESERVES $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
=========== =========== ========== =========== ==========
Number of division units outstanding
(Note G) 838,692.418 402,532.472 923,696.066 221,642.446
=========== ========== =========== ==========
Value per divisional unit $ 18.49 $ 22.91 $ 24.80 $ 30.69
=========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 119
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
Fidelity
----------------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
------------ ----------- ----------- ----------- ----------- -----------
Net assets $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
============ =========== =========== =========== =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
------------ ----------- ----------- ----------- ----------- -----------
TOTAL POLICYHOLDER RESERVES $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
============ =========== =========== =========== =========== ===========
Number of division units outstanding
(Note G) 600,255.213 1,293,480.338 1,429,659.907 1,526,404.399 3,215,990.519
=========== =========== =========== =========== ===========
Value per divisional unit $ 17.05 $ 25.44 $ 14.40 $ 12.06 $ 26.79
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 120
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
INVESCO
----------------------------------------------------------------------------------------
Small
Total Total Industrial Company
INVESCO Return Income High Yield Utilities Growth
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
------------ ----------- ----------- ----------- ----------- -----------
Net assets $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
============ =========== =========== =========== =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
------------ ----------- ----------- ----------- ----------- -----------
TOTAL POLICYHOLDER RESERVES $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
============ =========== =========== =========== =========== ===========
Number of division units outstanding
(Note G) 450,557.216 473,616.752 486,858.648 110,379.616 67,506.441
=========== =========== =========== =========== ===========
Value per divisional unit $ 17.99 $ 22.92 $ 16.19 $ 18.49 $ 11.09
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 121
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
<TABLE>
<CAPTION>
Van Eck
-----------------------------------------------------------------------------------------
Worldwide Worldwide Worldwide
Total Worldwide Hard Worldwide Emerging Real
Van Eck Balanced Assets Bond Markets Estate
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments in mutual funds at
market value (Note C) $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
------------ ----------- ----------- ----------- ----------- -----------
Net assets $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
============ =========== =========== =========== =========== ===========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
------------ ----------- ----------- ----------- ----------- -----------
TOTAL POLICYHOLDER RESERVES $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
============ =========== =========== =========== =========== ===========
Number of division units outstanding
(Note G) 0.000 132,513.824 18,656.317 67,354.295 8,765.232
=========== =========== =========== =========== ===========
Value per divisional unit $ 0.00 $ 8.10 $ 11.03 $ 6.85 $ 8.70
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 122
<PAGE>
Security Life Separate Account L1
Statement of Net Assets (continued)
December 31, 1998
AIM
---------------------------------------
Total Capital Government
AIM Appreciation Securities
---------------------------------------
Assets
Investments in mutual funds at
market value (Note C) $3,800,153 $1,204,436 $2,595,717
---------- ---------- ----------
Net assets $3,800,153 $1,204,436 $2,595,717
========== ========== ==========
POLICYHOLDER RESERVES
Reserves attributable to the
policyholders (Note B) $3,800,153 $1,204,436 $2,595,717
---------- ---------- ----------
TOTAL POLICYHOLDER RESERVES $3,800,153 $1,204,436 $2,595,717
========== ========== ==========
Number of division units outstanding
(Note G) 105,457.867 246,150.062
========== ==========
Value per divisional unit $ 11.42 $ 10.55
========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 123
<PAGE>
Security Life Separate Account L1
Statement of Operations
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck AIM
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $17,747,833 $ 4,273,690 $ 4,617,072 $ 6,943,854 $1,625,860 $ 189,620 $ 97,737
Less valuation period deductions
(Note B) 1,740,661 291,487 290,412 971,160 162,321 11,393 13,888
----------- ----------- ----------- ----------- ---------- --------- --------
Net investment income (loss) 16,007,172 3,982,203 4,326,660 5,972,694 1,463,539 178,227 83,849
----------- ----------- ----------- ----------- ---------- --------- --------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 8,536,274 347,823 1,685,294 6,403,348 355,780 (260,570) 4,599
Net unrealized gains (losses) on
investments 18,766,977 (2,323,636) 5,825,800 15,230,082 248,681 (368,037) 154,087
----------- ----------- ----------- ----------- ---------- --------- --------
Net realized and unrealized gains
(losses) on investments 27,303,251 (1,975,813) 7,511,094 21,633,430 604,461 (628,607) 158,686
----------- ----------- ----------- ----------- ---------- --------- --------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $43,310,423 $ 2,006,390 $11,837,754 $27,606,124 $2,068,000 $(450,380) $242,535
=========== =========== =========== =========== ========== ========= ========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 124
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
NB
-------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 4,273,690 $ 409,268 $1,579,109 $ 136,565 $2,148,748
Less valuation period deductions
(Note B) 291,487 87,183 52,660 3,213 148,431
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 3,982,203 322,085 1,526,449 133,352 2,000,317
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 347,823 10,003 (264,148) (53,894) 655,862
Net unrealized gains (losses) on
investments (2,323,636) 59,369 (81,576) (60,954) (2,240,475)
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments (1,975,813) 69,372 (345,724) (114,848) (1,584,613)
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 2,006,390 $ 391,457 $1,180,725 $ 18,504 $ 415,704
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 125
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Alger
-------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 4,617,072 $ 1,681,373 $ 593,045 $ 2,196,712 $ 145,942
Less valuation period deductions
(Note B) 290,412 95,588 53,316 113,376 28,132
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 4,326,660 1,585,785 539,729 2,083,336 117,810
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 1,685,294 186,963 316,932 915,872 265,527
Net unrealized gains (losses) on
investments 5,825,800 166,990 1,022,340 3,099,428 1,537,042
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 7,511,094 353,953 1,339,272 4,015,300 1,802,569
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $11,837,754 $ 1,939,738 $1,879,001 $ 6,098,636 $1,920,379
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 126
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Fidelity
---------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 6,943,854 $ 808,986 $ 2,663,618 $ 1,015,626 $ 830,137 $ 1,625,487
Less valuation period deductions
(Note B) 971,160 63,669 183,002 129,504 116,932 478,053
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 5,972,694 745,317 2,480,616 886,122 713,205 1,147,434
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 6,403,348 20,247 1,534,000 298,379 -- 4,550,722
Net unrealized gains (losses) on
investments 15,230,082 315,702 4,444,805 707,398 -- 9,762,177
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 21,633,430 335,949 5,978,805 1,005,777 -- 14,312,899
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 27,606,124 $ 1,081,266 $ 8,459,421 $ 1,891,899 $ 713,205 $15,460,333
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 127
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
INVESCO
-------------------------------------------------------------------------------------------
Small
Total Total Industrial Company
INVESCO Return Income High Yield Utilities Growth
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 1,625,860 $ 312,534 $ 514,174 $ 769,805 $ 29,058 $ 289
Less valuation period deductions
(Note B) 162,321 40,898 60,678 49,140 10,730 875
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 1,463,539 271,636 453,496 720,665 18,328 (586)
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 355,780 136,473 342,342 (151,382) 35,245 (6,898)
Net unrealized gains (losses) on
investments 248,681 73,689 359,519 (541,125) 282,500 74,098
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 604,461 210,162 701,861 (692,507) 317,745 67,200
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 2,068,000 $ 481,798 $ 1,155,357 $ 28,158 $ 336,073 $ 66,614
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 128
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Van Eck
-----------------------------------------------------------------------------------------
Worldwide Worldwide Worldwide
Total Worldwide Hard Worldwide Emerging Real
Van Eck Balanced Assets Bond Markets Estate
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 189,620 $ 45,674 $ 143,946 $ -- $ -- $ --
Less valuation period deductions
(Note B) 11,393 1,050 8,170 212 1,736 225
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 178,227 44,624 135,776 (212) (1,736) (225)
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments (260,570) 4,682 (162,110) 130 (101,436) (1,836)
Net unrealized gains (losses) on
investments (368,037) (23,403) (395,698) 3,953 47,140 (29)
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments (628,607) (18,721) (557,808) 4,083 (54,296) (1,865)
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ (450,380) $ 25,903 $ (422,032) $ 3,871 $ (56,032) $ (2,090)
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 129
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1998
AIM
---------------------------------------
Total Capital Government
AIM Appreciation Securities
---------------------------------------
Investment income
Dividends from mutual funds $ 97,737 $ 27,109 $ 70,628
Less valuation period deductions
(Note B) 13,888 3,056 10,832
---------- ---------- ----------
Net investment income (loss) 83,849 24,053 59,796
---------- ---------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 4,599 (3,315) 7,914
Net unrealized gains (losses) on
investments 154,087 119,225 34,862
---------- ---------- ----------
Net realized and unrealized gains
(losses) on investments 158,686 115,910 42,776
---------- ---------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 242,535 $ 139,963 $ 102,572
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 130
<PAGE>
Security Life Separate Account L1
Statement of Operations
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 4,158,702 $ 678,740 $ 323,895 $ 2,094,346 $ 1,039,818 $ 21,903
Less valuation period deductions
(Note B) 813,630 135,310 141,930 461,022 67,625 7,743
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 3,345,072 543,430 181,965 1,633,324 972,193 14,160
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 3,199,375 406,286 894,818 1,320,426 523,956 53,889
Net unrealized gains (losses) on
investments 10,643,150 2,273,595 1,647,989 6,476,412 298,662 (53,508)
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 13,842,525 2,679,881 2,542,807 7,796,838 822,618 381
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 17,187,597 $ 3,223,311 $ 2,724,772 $ 9,430,162 $ 1,794,811 $ 14,541
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 131
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
NB
--------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 678,740 $ 156,667 $ 183,497 $ 72,086 $ 266,490
Less valuation period deductions
(Note B) 135,310 33,725 24,959 10,366 66,260
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 543,430 122,942 158,538 61,720 200,230
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 406,286 (20,056) 14,997 25,762 385,583
Net unrealized gains (losses) on
investments 2,273,595 159,151 533,906 26,882 1,553,656
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 2,679,881 139,095 548,903 52,644 1,939,239
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 3,223,311 $ 262,037 $ 707,441 $ 114,364 $2,139,469
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 132
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Alger
------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 323,895 $ 218,789 $ 55,945 $ 49,161 $ --
Less valuation period deductions
(Note B) 141,930 51,004 28,138 48,785 14,003
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 181,965 167,785 27,807 376 (14,003)
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 894,818 114,651 228,363 237,727 314,077
Net unrealized gains (losses) on
investments 1,647,989 483,518 246,489 970,056 (52,074)
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 2,542,807 598,169 474,852 1,207,783 262,003
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 2,724,772 $ 765,954 $ 502,659 $ 1,208,159 $ 248,000
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 133
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fidelity
----------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 2,094,346 $ 204,696 $ 274,868 $ 451,874 $ 764,538 $ 398,370
Less valuation period deductions
(Note B) 461,022 27,097 91,298 60,714 107,253 174,660
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 1,633,324 177,599 183,570 391,160 657,285 223,710
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 1,320,426 33,000 662,436 332,544 -- 292,446
Net unrealized gains (losses) on
investments 6,476,412 350,408 1,347,793 (305,456) -- 5,083,667
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 7,796,838 383,408 2,010,229 27,088 -- 5,376,113
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 9,430,162 $ 561,007 $ 2,193,799 $ 418,248 $ 657,285 $ 5,599,823
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 134
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
INVESCO
---------------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 1,039,818 $ 76,461 $ 417,376 $ 519,369 $ 26,612
Less valuation period deductions
(Note B) 67,625 12,921 27,525 23,478 3,701
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 972,193 63,540 389,851 495,891 22,911
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 523,956 46,241 116,951 269,799 90,965
Net unrealized gains (losses) on
investments 298,662 203,429 324,767 (253,231) 23,697
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 822,618 249,670 441,718 16,568 114,662
----------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 1,794,811 $ 313,210 $ 831,569 $ 512,459 $ 137,573
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 135
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1997
Van Eck
------------------------------------------
Total Worldwide Worldwide
Van Eck Balanced Hard Assets
------------------------------------------
INVESTMENT INCOME
Dividends from mutual funds $ 21,903 $ 9,006 $ 12,897
Less valuation period deductions
(Note B) 7,743 3,329 4,414
---------- ---------- ----------
Net investment income (loss) 14,160 5,677 8,483
---------- ---------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 53,889 37,785 16,104
Net unrealized gains (losses) on
investments (53,508) 4,122 (57,630)
---------- ---------- ----------
Net realized and unrealized gains
(losses) on investments 381 41,907 (41,526)
---------- ---------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 14,541 $ 47,584 $ (33,043)
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 136
<PAGE>
Security Life Separate Account L1
Statement of Operations
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends from mutual funds $ 1,183,779 $ 292,143 $ 56,842 $ 593,973 $ 238,653 $ 2,168
Less valuation period deductions
(Note B) 241,127 50,116 44,898 128,637 14,752 2,724
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 942,652 242,027 11,944 465,336 223,901 (556)
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 401,852 86,478 62,058 97,833 143,358 12,125
Net unrealized gains (losses) on
investments 2,675,307 557,274 396,915 1,736,167 (43,084) 28,035
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 3,077,159 643,752 458,973 1,834,000 100,274 40,160
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,019,811 $ 885,779 $ 470,917 $ 2,299,336 $ 324,175 $ 39,604
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 137
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
NB
--------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends from mutual funds $ 292,143 $ 127,305 $ 76,287 $ 35,420 $ 53,131
Less valuation period deductions
(Note B) 50,116 13,218 9,400 8,882 18,616
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 242,027 114,087 66,887 26,538 34,515
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 86,478 (16,561) (22,601) 3,867 121,773
Net unrealized gains (losses) on
investments 557,274 (29,330) 65,061 443 521,100
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 643,752 (45,891) 42,460 4,310 642,873
----------- ----------- ---------- ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 885,779 $ 68,196 $ 109,347 $ 30,848 $ 677,388
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 138
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Alger
---------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 56,842 $ 7,668 $ 10,435 $ 37,109 $ 1,630
Less valuation period deductions
(Note B) 44,898 18,457 7,398 16,087 2,956
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 11,944 (10,789) 3,037 21,022 (1,326)
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 62,058 8,187 9,936 22,907 21,028
Net unrealized gains (losses) on
investments 396,915 58,340 89,398 227,107 22,070
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 458,973 66,527 99,334 250,014 43,098
----------- ----------- ---------- ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 470,917 $ 55,738 $ 102,371 $ 271,036 $ 41,772
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 139
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fidelity
-------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
------------- ------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 593,973 $ 9,800 $ 109,786 $ 27,966 $ 246,349 $ 200,072
Less valuation period deductions
(Note B) 128,637 3,818 25,455 16,972 35,006 47,386
------------ ----------- ----------- ----------- ----------- -----------
Net investment income (loss) 465,336 5,982 84,331 10,994 211,343 152,686
------------ ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 97,833 7,905 9,661 34,235 -- 46,032
Net unrealized gains (losses) on
investments 1,736,167 63,068 273,435 238,529 -- 1,161,135
------------ ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gains
(losses) on investments 1,834,000 70,973 283,096 272,764 -- 1,207,167
------------ ----------- ----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,299,336 $ 76,955 $ 367,427 $ 283,758 $ 211,343 $ 1,359,853
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 140
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
INVESCO
-----------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends from mutual funds $ 238,653 $ 25,285 $ 93,816 $ 114,676 $ 4,876
Less valuation period deductions
(Note B) 14,752 3,402 4,272 6,357 721
----------- ----------- ---------- ----------- ----------
Net investment income (loss) 223,901 21,883 89,544 108,319 4,155
----------- ----------- ---------- ----------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 143,358 28,264 30,929 82,830 1,335
Net unrealized gains (losses) on
investments (43,084) 10,956 (7,082) (53,402) 6,444
----------- ----------- ---------- ----------- ----------
Net realized and unrealized gains
(losses) on investments 100,274 39,220 23,847 29,428 7,779
----------- ----------- ---------- ----------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 324,175 $ 61,103 $ 113,391 $ 137,747 $ 11,934
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 141
<PAGE>
Security Life Separate Account L1
Statement of Operations (continued)
Year Ended December 31, 1996
Van Eck
----------------------------------------
Total Worldwide Worldwide
Van Eck Balanced Hard Assets
----------------------------------------
INVESTMENT INCOME
Dividends from mutual funds $ 2,168 $ 169 $ 1,999
Less valuation period deductions
(Note B) 2,724 1,304 1,420
---------- ---------- ----------
Net investment income (loss) (556) (1,135) 579
---------- ---------- ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) on
investments 12,125 2,984 9,141
Net unrealized gains (losses) on
investments 28,035 19,343 8,692
---------- ---------- ----------
Net realized and unrealized gains
(losses) on investments 40,160 22,327 17,833
---------- ---------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 39,604 $ 21,192 $ 18,412
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 142
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck AIM
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ 16,007,172 $ 3,982,203 $ 4,326,660 $ 5,972,694 $ 1,463,539 $ 178,227 $ 83,849
Net realized gains (losses) on
investments 8,536,274 347,823 1,685,294 6,403,348 355,780 (260,570) 4,599
Net unrealized gains (losses) on
investments 18,766,977 (2,323,636) 5,825,800 15,230,082 248,681 (368,037) 154,087
------------ ----------- ----------- ------------ ----------- ---------- ----------
Increase (decrease) in net assets
from operations 43,310,423 2,006,390 11,837,754 27,606,124 2,068,000 (450,380) 242,535
------------ ----------- ----------- ------------ ----------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 128,820,440 12,563,792 13,089,164 92,335,231 8,092,294 875,501 1,864,458
Cost of insurance and
administrative charges (14,458,798) (2,063,802) (2,525,683) (8,200,381) (1,481,570) (108,634) (78,728)
Benefit payments (306,862) (11,220) (26,492) (259,989) (9,161) -- --
Surrenders (10,842,736) (725,767) (859,454) (8,654,377) (586,533) (15,198) (1,407)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (3,936,799) 8,461,193 4,831,250 (25,231,056) 6,011,967 216,552 1,773,295
Other (41,582) (87,331) (18,626) 54,208 9,107 1,060 --
------------ ----------- ----------- ------------ ----------- ---------- ----------
Increase (decrease) from principal
transactions 99,233,663 18,136,865 14,490,159 50,043,636 12,036,104 969,281 3,557,618
------------ ----------- ----------- ------------ ----------- ---------- ----------
Total increase (decrease) in net assets 142,544,086 20,143,255 26,327,913 77,649,760 14,104,104 518,901 3,800,153
Net assets at beginning of year 162,486,020 26,924,496 28,100,608 90,636,169 15,526,649 1,298,098 --
------------ ----------- ----------- ------------ ----------- ---------- ----------
Net assets at end of year $305,030,106 $47,067,751 $54,428,521 $168,285,929 $29,630,753 $1,816,999 $3,800,153
============ =========== =========== ============ =========== ========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 143
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
NB
-----------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
--------------- --------------- ------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 3,982,203 $ 322,085 $1,526,449 $ 133,352 $2,000,317
Net realized gains (losses) on
investments 347,823 10,003 (264,148) (53,894) 655,862
Net unrealized gains (losses) on
investments (2,323,636) 59,369 (81,576) (60,954) (2,240,475)
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets
from operations 2,006,390 391,457 1,180,725 18,504 415,704
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 12,563,792 3,839,599 2,578,265 31,593 6,114,335
Cost of insurance and
administrative charges (2,063,802) (492,782) (393,894) (14,839) (1,162,287)
Benefit payments (11,220) -- -- -- (11,220)
Surrenders (725,767) (15,922) (419,497) (3,243) (287,105)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 8,461,193 5,212,588 513,663 (894,126) 3,629,068
Other (87,331) (31,757) 3,226 (31,566) (27,234)
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 18,136,865 8,511,726 2,281,763 (912,181) 8,255,557
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 20,143,255 8,903,183 3,462,488 (893,677) 8,671,261
Net assets at beginning of year 26,924,496 6,675,166 5,563,672 893,677 13,791,981
----------- ----------- ---------- ----------- ----------
Net assets at end of year $47,067,751 $15,578,349 $9,026,160 $ -- $22,463,242
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 144
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Alger
----------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
----------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 4,326,660 $ 1,585,785 $ 539,729 $ 2,083,336 $ 117,810
Net realized gains (losses) on
investments 1,685,294 186,963 316,932 915,872 265,527
Net unrealized gains (losses) on
investments 5,825,800 166,990 1,022,340 3,099,428 1,537,042
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets
from operations 11,837,754 1,939,738 1,879,001 6,098,636 1,920,379
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 13,089,164 4,154,774 2,573,424 5,298,963 1,062,003
Cost of insurance and
administrative charges (2,525,683) (803,988) (473,224) (989,260) (259,211)
Benefit payments (26,492) (14,248) (12,244) -- --
Surrenders (859,454) (196,345) (376,263) (216,867) (69,979)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 4,831,250 (35,168) 528,261 3,094,366 1,243,791
Other (18,626) (504) (14,286) 1,597 (5,433)
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 14,490,159 3,104,521 2,225,668 7,188,799 1,971,171
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 26,327,913 5,044,259 4,104,669 13,287,435 3,891,550
Net assets at beginning of year 28,100,608 10,459,112 5,115,538 9,616,179 2,909,779
----------- ----------- ---------- ----------- ----------
Net assets at end of year $54,428,521 $15,503,371 $9,220,207 $22,903,614 $6,801,329
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 145
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Fidelity
-------------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 5,972,694 $ 745,317 $ $ 886,122 $ 713,205 $ 1,147,434
2,480,616
Net realized gains (losses) on
investments 6,403,348 20,247 1,534,000 298,379 -- 4,550,722
Net unrealized gains (losses) on
investments 15,230,082 315,702 4,444,805 707,398 -- 9,762,177
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from operations 27,606,124 1,081,266 8,459,421 1,891,899 713,205 15,460,333
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 92,335,231 2,713,832 8,443,426 5,709,711 55,421,815 20,046,447
Cost of insurance and
administrative charges (8,200,381) (490,838) (1,358,671) (939,010) (1,769,895) (3,641,967)
Benefit payments (259,989) -- (8,890) (8,379) (240,733) (1,987)
Surrenders (8,654,377) (652,157) (2,494,098) (438,536) (2,335,262) (2,734,324)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (25,231,056) 1,440,884 1,798,160 2,169,798 (48,429,964) 17,790,066
Other 54,208 7,219 (14,128) (29,375) 39,827 50,665
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 50,043,636 3,018,940 6,365,799 6,464,209 2,685,788 31,508,900
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 77,649,760 4,100,206 14,825,220 8,356,108 3,398,993 46,969,233
Net assets at beginning of year 90,636,169 6,137,073 18,074,922 12,225,779 15,013,259 39,185,136
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $168,285,929 $10,237,279 $32,900,142 $20,581,887 $18,412,252 $86,154,369
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 146
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
INVESCO
-------------------------------------------------------------------------------------------
Small
Total Total Industrial Company
INVESCO Return Income High Yield Utilities Growth
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 1,463,539 $ 271,636 $ 453,496 $ 720,665 $ 18,328 $ (586)
Net realized gains (losses) on
investments 355,780 136,473 342,342 (151,382) 35,245 (6,898)
Net unrealized gains (losses) on
investments 248,681 73,689 359,519 (541,125) 282,500 74,098
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from operations 2,068,000 481,798 1,155,357 28,158 336,073 66,614
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 8,092,294 2,104,849 3,170,236 2,297,048 435,105 85,056
Cost of insurance and
administrative charges (1,481,570) (425,176) (567,563) (389,895) (87,692) (11,244)
Benefit payments (9,161) -- (9,161) -- -- --
Surrenders (586,533) (56,509) (192,220) (329,292) (8,210) (302)
Net transfers among divisions
(including the loan division and
Guaranteed interest division in
the general account) 6,011,967 2,955,200 1,315,595 931,519 201,017 608,636
Other 9,107 556 22,617 (18,840) 4,856 (82)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 12,036,104 4,578,920 3,739,504 2,490,540 545,076 682,064
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 14,104,104 5,060,718 4,894,861 2,518,698 881,149 748,678
Net assets at beginning of year 15,526,649 3,044,610 5,958,144 5,364,084 1,159,811 --
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 29,630,753 $ 8,105,328 $10,853,005 $ 7,882,782 $ 2,040,960 $ 748,678
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 147
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Van Eck
-------------------------------------------------------------------------------------------
Worldwide Worldwide Worldwide
Total Worldwide Hard Worldwide Emerging Real
Van Eck Balanced Assets Bonds Markets Estate
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 178,227 $ 44,624 $ 135,776 $ (212) $ (1,736) $ (225)
Net realized gains (losses) on
investments (260,570) 4,682 (162,110) 130 (101,436) (1,836)
Net unrealized gains (losses) on
investments (368,037) (23,403) (395,698) 3,953 47,140 (29)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from operations (450,380) 25,903 (422,032) 3,871 (56,032) (2,090)
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 875,501 (1,347) 571,430 129,336 137,102 38,980
Cost of insurance and
administrative charges (108,634) (9,423) (86,867) (1,544) (7,777) (3,023)
Benefit payments -- -- -- -- -- --
Surrenders (15,198) (3,105) (11,871) -- -- (222)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 216,552 (399,466) 111,286 74,151 387,960 42,621
Other 1,060 90 1,059 (7) (97) 15
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 969,281 (413,251) 585,037 201,936 517,188 78,371
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 518,901 (387,348) 163,005 205,807 461,156 76,281
Net assets at beginning of year 1,298,098 387,348 910,750 -- -- --
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 1,816,999 $ -- $ 1,073,755 $ 205,807 $ 461,156 $ 76,281
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 148
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1998
AIM
---------------------------------------
Total Capital Government
AIM Appreciation Securities
---------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ 83,849 $ 24,053 $ 59,796
Net realized gains (losses) on
investments 4,599 (3,315) 7,914
Net unrealized gains (losses) on
investments 154,087 119,225 34,862
---------- ---------- ----------
Increase (decrease) in net assets
from operations 242,535 139,963 102,572
---------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 1,864,458 329,635 1,534,823
Cost of insurance and
administrative charges (78,728) (28,940) (49,788)
Benefit payments -- -- --
Surrenders (1,407) (1,407) --
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 1,773,295 765,185 1,008,110
Other -- -- --
---------- ---------- ----------
Increase (decrease) from principal
transactions 3,557,618 1,064,473 2,493,145
---------- ---------- ----------
Total increase (decrease) in net assets 3,800,153 1,204,436 2,595,717
Net assets at beginning of year -- -- --
---------- ---------- ----------
Net assets at end of year $3,800,153 $1,204,436 $2,595,717
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 149
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
-------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 3,345,072 $ 543,430 $ 181,965 $ 1,633,324 $ 972,193 $ 14,160
Net realized gains (losses) on
investments 3,199,375 406,286 894,818 1,320,426 523,956 53,889
Net unrealized gains (losses) on
investments 10,643,150 2,273,595 1,647,989 6,476,412 298,662 (53,508)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets from
operations 17,187,597 3,223,311 2,724,772 9,430,162 1,794,811 14,541
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 104,747,260 5,555,766 6,944,048 89,309,110 2,683,620 254,716
Cost of insurance and
administrative charges (8,284,944) (957,887) (1,466,664) (5,155,026) (614,145) (91,222)
Benefit payments (406,386) (20,591) (63,369) (322,263) (163) --
Surrenders (1,977,696) (146,698) (412,252) (1,294,484) (112,699) (11,563)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (6,642,529) 8,721,432 9,006,938 (32,708,946) 7,796,299 541,748
Other 5,891 9,817 11,046 (21,999) 11,180 (4,153)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 87,441,596 13,161,839 14,019,747 49,806,392 9,764,092 689,526
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 104,629,193 16,385,150 16,744,519 59,236,554 11,558,903 704,067
Net assets at beginning of year 57,856,827 10,539,346 11,356,089 31,399,615 3,967,746 594,031
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $162,486,020 $26,924,496 $28,100,608 $90,636,169 $15,526,649 $ 1,298,098
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 150
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
NB
------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 543,430 $ 122,942 $ 158,538 $ 61,720 $ 200,230
Net realized gains (losses) on
investments 406,286 (20,056) 14,997 25,762 385,583
Net unrealized gains (losses) on
investments 2,273,595 159,151 533,906 26,882 1,553,656
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets from
operations 3,223,311 262,037 707,441 114,364 2,139,469
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 5,555,766 1,332,125 1,158,704 324,257 2,740,680
Cost of insurance and
administrative charges (957,887) (163,472) (219,117) (62,075) (513,223)
Benefit payments (20,591) -- -- -- (20,591)
Surrenders (146,698) (3,761) (71,838) (792) (70,307)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 8,721,432 2,758,363 2,141,068 (1,023,987) 4,845,988
Other 9,817 (2,202) 11,700 (6,404) 6,723
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 13,161,839 3,921,053 3,020,517 (769,001) 6,989,270
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 16,385,150 4,183,090 3,727,958 (654,637) 9,128,739
Net assets at beginning of year 10,539,346 2,492,076 1,835,714 1,548,314 4,663,242
----------- ----------- ---------- ----------- ----------
Net assets at end of year $26,924,496 $ 6,675,166 $5,563,672 $ 893,677 $13,791,981
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 151
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Alger
------------------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
--------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 181,965 $ 167,785 $ 27,807 $ 376 $ (14,003)
Net realized gains (losses) on
investments 894,818 114,651 228,363 237,727 314,077
Net unrealized gains (losses) on
investments 1,647,989 483,518 246,489 970,056 (52,074)
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets from
operations 2,724,772 765,954 502,659 1,208,159 248,000
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 6,944,048 2,630,863 1,276,492 2,334,377 702,316
Cost of insurance and
administrative charges (1,466,664) (526,742) (299,891) (479,902) (160,129)
Benefit payments (63,369) -- (62,593) (776) --
Surrenders (412,252) (255,386) (74,317) (58,850) (23,699)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 9,006,938 3,518,384 1,419,061 2,796,911 1,272,582
Other 11,046 (6,069) 19,072 2,082 (4,039)
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 14,019,747 5,361,050 2,277,824 4,593,842 1,787,031
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 16,744,519 6,127,004 2,780,483 5,802,001 2,035,031
Net assets at beginning of year 11,356,089 4,332,108 2,335,055 3,814,178 874,748
----------- ----------- ---------- ----------- ----------
Net assets at end of year $28,100,608 $10,459,112 $5,115,538 $ 9,616,179 $2,909,779
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 152
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fidelity
-----------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
-----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 1,633,324 $ 177,599 $ 183,570 $ 391,160 $ 657,285 $ 223,710
Net realized gains (losses) on
investments 1,320,426 33,000 662,436 332,544 -- 292,446
Net unrealized gains (losses) on
investments 6,476,412 350,408 1,347,793 (305,456) -- 5,083,667
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets from
operations 9,430,162 561,007 2,193,799 418,248 657,285 5,599,823
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 89,309,110 2,162,759 4,558,270 2,410,373 73,366,740 6,810,968
Cost of insurance and
administrative charges (5,155,026) (242,289) (813,161) (525,615) (2,213,630) (1,360,331)
Benefit payments (322,263) (20,969) (548) (1,233) (257,371) (42,142)
Surrenders (1,294,484) (92,218) (135,829) (91,869) (870,621) (103,947)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (32,708,946) 2,215,879 5,219,755 5,730,183 (63,929,591) 18,054,828
Other (21,999) 7,567 3,217 10,563 (35,219) (8,127)
------------ ----------- ----------- ----------- ----------- -----------
Increase (decrease) from principal
transactions 49,806,392 4,030,729 8,831,704 7,532,402 6,060,308 23,351,249
------------ ----------- ----------- ----------- ----------- -----------
Total increase (decrease) in net assets 59,236,554 4,591,736 11,025,503 7,950,650 6,717,593 28,951,072
Net assets at beginning of year 31,399,615 1,545,337 7,049,419 4,275,129 8,295,666 10,234,064
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 90,636,169 $ 6,137,073 $18,074,922 $12,225,779 $15,013,259 $39,185,136
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 153
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
INVESCO
-------------------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
--------------- --------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 972,193 $ 63,540 $ 389,851 $ 495,891 $ 22,911
Net realized gains (losses) on
investments 523,956 46,241 116,951 269,799 90,965
Net unrealized gains (losses) on
investments 298,662 203,429 324,767 (253,231) 23,697
----------- ----------- ---------- ----------- ----------
Increase (decrease) in net assets from
operations 1,794,811 313,210 831,569 512,459 137,573
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 2,683,620 517,831 1,250,551 835,890 79,348
Cost of insurance and
administrative charges (614,145) (133,107) (266,208) (177,612) (37,218)
Benefit payments (163) -- -- (163) --
Surrenders (112,699) (28,672) (37,810) (9,783) (36,434)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 7,796,299 1,498,300 2,804,344 2,695,587 798,068
Other 11,180 2,581 6,081 2,305 213
----------- ----------- ---------- ----------- ----------
Increase (decrease) from principal
transactions 9,764,092 1,856,933 3,756,958 3,346,224 803,977
----------- ----------- ---------- ----------- ----------
Total increase (decrease) in net assets 11,558,903 2,170,143 4,588,527 3,858,683 941,550
Net assets at beginning of year 3,967,746 874,467 1,369,617 1,505,401 218,261
----------- ----------- ---------- ----------- ----------
Net assets at end of year $15,526,649 $ 3,044,610 $5,958,144 $ 5,364,084 $1,159,811
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 154
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1997
Van Eck
--------------------------------------
Worldwide
Total Worldwide Hard
Van Eck Balanced Assets
---------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ 14,160 $ 5,677 $ 8,483
Net realized gains (losses) on
investments 53,889 37,785 16,104
Net unrealized gains (losses) on
investments (53,508) 4,122 (57,630)
---------- ---------- ----------
Increase (decrease) in net assets from
operations 14,541 47,584 (33,043)
---------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 254,716 65,167 189,549
Cost of insurance and
administrative charges (91,222) (44,774) (46,448)
Benefit payments -- -- --
Surrenders (11,563) (7,995) (3,568)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 541,748 (120) 541,868
Other (4,153) (319) (3,834)
---------- ---------- ----------
Increase (decrease) from principal
transactions 689,526 11,959 677,567
---------- ---------- ----------
Total increase (decrease) in net assets 704,067 59,543 644,524
Net assets at beginning of year 594,031 327,805 266,226
---------- ---------- ----------
Net assets at end of year $1,298,098 $ 387,348 $ 910,750
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 155
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Total
All Total Total Total Total Total
Divisions NB Alger Fidelity INVESCO Van Eck
-----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 942,652 $ 242,027 $ 11,944 $ 465,336 $ 223,901 $ (556)
Net realized gains (losses) on
investments 401,852 86,478 62,058 97,833 143,358 12,125
Net unrealized gains (losses) on
investments 2,675,307 557,274 396,915 1,736,167 (43,084) 28,035
------------ ----------- ----------- ----------- ----------- -----------
Increase in net assets from
operations 4,019,811 885,779 470,917 2,299,336 324,175 39,604
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 44,534,972 2,246,849 2,646,310 38,833,137 609,861 198,815
Cost of insurance and
administrative charges (2,843,666) (378,501) (531,589) (1,733,703) (158,637) (41,236)
Benefit payments (9,641) -- (9,457) (184) -- --
Surrenders (139,851) (10,863) (32,300) (89,374) (5,730) (1,584)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (905,917) 3,446,134 6,535,350 (13,409,127) 2,217,943 303,783
Other (25,415) 4,193 (1,186) (29,113) 1,108 (417)
------------ ----------- ----------- ----------- ----------- -----------
Increase from principal
transactions 40,610,482 5,307,812 8,607,128 23,571,636 2,664,545 459,361
------------ ----------- ----------- ----------- ----------- -----------
Total increase in net assets 44,630,293 6,193,591 9,078,045 25,870,972 2,988,720 498,965
Net assets at beginning of year 13,226,534 4,345,755 2,278,044 5,528,643 979,026 95,066
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 57,856,827 $10,539,346 $11,356,089 $31,399,615 $ 3,967,746 $ 594,031
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 156
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
NB
---------------------------------------------------------------------------
Total Limited Government
NB Maturity Bond Growth Income Partners
---------------------------------------------------------------------------
INCREASE IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 242,027 $ 114,087 $ 66,887 $ 26,538 $ 34,515
Net realized gains (losses) on
investments 86,478 (16,561) (22,601) 3,867 121,773
Net unrealized gains (losses) on
investments 557,274 (29,330) 65,061 443 521,100
----------- ----------- ---------- ----------- ----------
Increase in net assets from
operations 885,779 68,196 109,347 30,848 677,388
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 2,246,849 317,539 634,087 372,680 922,543
Cost of insurance and
administrative charges (378,501) (74,422) (101,596) (56,065) (146,418)
Benefit payments -- -- -- -- --
Surrenders (10,863) (1,157) (2,385) (48) (7,273)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 3,446,134 398,684 433,683 368,389 2,245,378
Other 4,193 (272) (579) 41 5,003
----------- ----------- ---------- ----------- ----------
Increase from principal
transactions 5,307,812 640,372 963,210 684,997 3,019,233
----------- ----------- ---------- ----------- ----------
Total increase in net assets 6,193,591 708,568 1,072,557 715,845 3,696,621
Net assets at beginning of year 4,345,755 1,783,508 763,157 832,469 966,621
----------- ----------- ---------- ----------- ----------
Net assets at end of year $10,539,346 $ 2,492,076 $1,835,714 $ 1,548,314 $4,663,242
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 157
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Alger
---------------------------------------------------------------------
American American American
Total Small MidCap American Leveraged
Alger Capitalization Growth Growth AllCap
---------------------------------------------------------------------
Increase (decrease) in net assets
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 11,944 $ (10,789) $ 3,037 $ 21,022 $ (1,326)
Net realized gains (losses) on
investments 62,058 8,187 9,936 22,907 21,028
Net unrealized gains (losses) on
investments 396,915 58,340 89,398 227,107 22,070
----------- ----------- ---------- ----------- ----------
Increase in net assets from
operations 470,917 55,738 102,371 271,036 41,772
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 2,646,310 792,375 410,528 1,189,559 253,848
Cost of insurance and
administrative charges (531,589) (209,010) (92,306) (193,812) (36,461)
Benefit payments (9,457) (4,658) -- -- (4,799)
Surrenders (32,300) (7,839) (10,926) (9,795) (3,740)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 6,535,350 2,581,122 1,649,714 1,717,965 586,549
Other (1,186) (3,605) 587 1,213 619
----------- ----------- ---------- ----------- ----------
Increase from principal
transactions 8,607,128 3,148,385 1,957,597 2,705,130 796,016
----------- ----------- ---------- ----------- ----------
Total increase in net assets 9,078,045 3,204,123 2,059,968 2,976,166 837,788
Net assets at beginning of year 2,278,044 1,127,985 275,087 838,012 36,960
----------- ----------- ---------- ----------- ----------
Net assets at end of year $11,356,089 $ 4,332,108 $2,335,055 $ 3,814,178 $ 874,748
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 158
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fidelity
-----------------------------------------------------------------------------------------
Total Asset Money
Fidelity Manager Growth Overseas Market Index 500
-----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 465,336 $ 5,982 $ 84,331 $ 10,994 $ 211,343 $ 152,686
Net realized gains (losses) on
investments 97,833 7,905 9,661 34,235 -- 46,032
Net unrealized gains (losses) on
investments 1,736,167 63,068 273,435 238,529 -- 1,161,135
------------ ----------- ----------- ----------- ----------- -----------
Increase in net assets from
operations 2,299,336 76,955 367,427 283,758 211,343 1,359,853
------------ ----------- ----------- ----------- ----------- -----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 38,833,137 202,285 1,158,382 537,007 36,012,540 922,923
Cost of insurance and
administrative charges (1,733,703) (59,703) (298,466) (145,781) (938,219) (291,534)
Benefit payments (184) -- -- -- -- (184)
Surrenders (89,374) (973) (9,215) (8,511) (56,983) (13,692)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) (13,409,127) 1,199,005 4,485,230 2,637,971 (28,785,556) 7,054,223
Other (29,113) 277 (47) (13) (27,783) (1,547)
------------ ----------- ----------- ----------- ----------- -----------
Increase from principal
transactions 23,571,636 1,340,891 5,335,884 3,020,673 6,203,999 7,670,189
------------ ----------- ----------- ----------- ----------- -----------
Total increase in net assets 25,870,972 1,417,846 5,703,311 3,304,431 6,415,342 9,030,042
Net assets at beginning of year 5,528,643 127,491 1,346,108 970,698 1,880,324 1,204,022
------------ ----------- ----------- ----------- ----------- -----------
Net assets at end of year $ 31,399,615 $ 1,545,337 $ 7,049,419 $ 4,275,129 $ 8,295,666 $10,234,064
============ =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 159
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
INVESCO
----------------------------------------------------------------------
Total Total Industrial
INVESCO Return Income High Yield Utilities
----------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss) $ 223,901 $ 21,883 $ 89,544 $ 108,319 $ 4,155
Net realized gains (losses) on
investments 143,358 28,264 30,929 82,830 1,335
Net unrealized gains (losses) on
investments (43,084) 10,956 (7,082) (53,402) 6,444
----------- ----------- ---------- ----------- ----------
Increase in net assets from
operations 324,175 61,103 113,391 137,747 11,934
----------- ----------- ---------- ----------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 609,861 199,674 243,848 121,818 44,521
Cost of insurance and
administrative charges (158,637) (45,283) (55,233) (48,934) (9,187)
Benefit payments -- -- -- -- --
Surrenders (5,730) (2,038) (2,171) (1,386) (135)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 2,217,943 506,505 810,269 750,404 150,765
Other 1,108 943 (126) 277 14
----------- ----------- ---------- ----------- ----------
Increase from principal
transactions 2,664,545 659,801 996,587 822,179 185,978
----------- ----------- ---------- ----------- ----------
Total increase in net assets 2,988,720 720,904 1,109,978 959,926 197,912
Net assets at beginning of year 979,026 153,563 259,639 545,475 20,349
----------- ----------- ---------- ----------- ----------
Net assets at end of year $ 3,967,746 $ 874,467 $1,369,617 $ 1,505,401 $ 218,261
=========== =========== ========== =========== ==========
</TABLE>
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 160
<PAGE>
Security Life Separate Account L1
Statement of Changes in Net Assets (continued)
Year Ended December 31, 1996
Van Eck
-----------------------------------------
Total Worldwide Worldwide
Van Eck Balanced Hard Assets
-----------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss) $ (556) $ (1,135) $ 579
Net realized gains (losses) on
investments 12,125 2,984 9,141
Net unrealized gains (losses) on
investments 28,035 19,343 8,692
---------- ---------- ----------
Increase in net assets from
operations 39,604 21,192 18,412
---------- ---------- ----------
CHANGES FROM PRINCIPAL
TRANSACTIONS
Net premiums 198,815 135,181 63,634
Cost of insurance and
administrative charges (41,236) (29,480) (11,756)
Benefit payments -- -- --
Surrenders (1,584) (1,584) --
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account) 303,783 126,152 177,631
Other (417) (468) 51
---------- ---------- ----------
Increase from principal
transactions 459,361 229,801 229,560
---------- ---------- ----------
Total increase in net assets 498,965 250,993 247,972
Net assets at beginning of year 95,066 76,812 18,254
---------- ---------- ----------
Net assets at end of year $ 594,031 $ 327,805 $ 266,226
========== ========== ==========
See accompanying notes.
- --------------------------------------------------------------------------------
FirstLine II 161
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements
December 31, 1998
NOTE A. ORGANIZATION
Security Life Separate Account L1 (the "Separate Account") was established by
resolution of the Board of Directors of Security Life of Denver Insurance
Company (the "Company") on November 3, 1993. The Separate Account is organized
as a unit investment trust registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.
The Separate Account supports the operations of the FirstLine and Strategic
Advantage Variable Universal Life ("FirstLine and Strategic Advantage") policies
offered by the Company. The Separate Account may be used to support other
variable life policies as they are offered by the Company. The assets of the
Separate Account are the property of the Company. However, the portion of the
Separate Account's assets attributable to the policies will not be used to
satisfy liabilities arising out of any other operations of the Company.
As of December 31, 1998, the Separate Account offered twenty-three investment
divisions available to the policyholders, each of which invests in an
independently managed mutual fund portfolio ("Fund"). The Funds are as follows:
PORTFOLIO MANAGERS/PORTFOLIOS (FUNDS)
Neuberger Berman Management Incorporated (NB)
Neuberger Berman Limited Maturity Bond Portfolio
Neuberger Berman Growth Portfolio
Neuberger Berman Partners Portfolio
Fred Alger Management, Inc. (Alger)
Alger American Small Capitalization Portfolio
Alger American MidCap Growth Portfolio
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Fidelity Management & Research Company (Fidelity)
Fidelity Investments VIP II Asset Manager Portfolio
Fidelity Investments VIP Growth Portfolio
Fidelity Investments VIP Overseas Portfolio
Fidelity Investments VIP Money Market Portfolio
Fidelity Investments VIP II Index 500 Portfolio
- --------------------------------------------------------------------------------
FirstLine II 162
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE A. ORGANIZATION (CONTINUED)
INVESCO Funds Group, Inc. (INVESCO)
INVESCO VIF Total Return Portfolio
INVESCO VIF Industrial Income Portfolio
INVESCO VIF High Yield Portfolio
INVESCO VIF Utilities Portfolio
INVESCO VIF Small Company Growth Portfolio
Van Eck Associates Corporation (Van Eck)
Van Eck Worldwide Hard Assets Portfolio (formerly known as "Van Eck Gold
and Natural Resources Portfolio")
Van Eck Worldwide Real Estate Portfolio
Van Eck Worldwide Emerging Markets Portfolio
Van Eck Worldwide Bond Portfolio
AIM Advisors, Inc. (AIM)
AIM VI - Capital Appreciation Portfolio
AIM VI - Government Securities Portfolio
Effective May 1, 1997, the Divisions of the Separate Account investing in the
Neuberger Berman Government Income Portfolio and the Van Eck Worldwide Balanced
Portfolio stopped accepting new investments. These divisions were discontinued
during 1998.
Effective February 19, 1998, six new divisions became available to the
policyholders for investment in the following funds:
Van Eck Associates Corporation (Van Eck)
Van Eck Worldwide Real Estate Portfolio
Van Eck Worldwide Emerging Markets Portfolio
Van Eck Worldwide Bond Portfolio
AIM Advisors, Inc. (AIM)
AIM VI - Capital Appreciation Portfolio
AIM VI - Government Securities Portfolio
INVESCO Funds Group, Inc. (INVESCO)
INVESCO VIF Small Company Growth Portfolio
- --------------------------------------------------------------------------------
FirstLine II 163
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE A. ORGANIZATION (CONTINUED)
The FirstLine and FirstLine policies allow the policyholders to specify the
allocation of their net premium to the various Funds. They can also transfer
their account values among the Funds. The FirstLine and Strategic Advantage
products also provide the policyholders the option to allocate their net
premiums, or to transfer their account values, to a Guaranteed Interest Division
("GID") in the Company's general account. The GID guarantees a rate of interest
to the policyholder, and it is not variable in nature. Therefore, it is not
included in these Separate Account statements.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of the Separate Account have been prepared
on the basis of generally accepted accounting principles ("GAAP"). The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The significant accounting principles followed by the Separate Account and the
methods of applying those principles are presented below or in the footnotes
which follow:
INVESTMENT VALUATION--The investments in shares of the Funds are valued at the
closing net asset value (market value) per share as determined by the Funds on
the day of measurement.
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME--The investments in shares
of the Funds are accounted for on the date the order to buy or sell is
confirmed. Dividend income and distributions of capital gains are recorded on
the ex-dividend date. Realized gains and losses from sales transactions are
reported using the first-in, first-out ("FIFO") method of accounting for cost.
The difference between cost and current market value of investments owned on the
day of measurement is recorded as unrealized gain or loss on investment.
VALUATION PERIOD DEDUCTIONS--Charges are made directly against the assets of the
Separate Account divisions and are reflected daily in the computation of the
unit values of the divisions.
- --------------------------------------------------------------------------------
FirstLine II 164
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A daily deduction, at an annual rate of .75% of the daily asset value of the
Separate Account divisions, is charged to the Separate Account for mortality and
expense risks assumed by the Company. Total mortality and expense charges for
the years ended December 31, 1998, 1997 and 1996 were $1,740,661; $813,630 and
$241,127, respectively.
POLICYHOLDER RESERVES--Policyholder reserves are recorded in the Separate
Account at the aggregate account values of the policyholders invested in the
Separate Account divisions. To the extent that benefits to be paid to the
policyholders exceed their account values, the Company will contribute
additional funds to the benefit proceeds.
- --------------------------------------------------------------------------------
FirstLine II 165
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE C. INVESTMENTS
Fund shares are purchased at net asset value with net premiums (premium
payments, less sales and tax loads charged by the Company) and divisional
transfers from other divisions. Fund shares are redeemed for the payment of
benefits, for surrenders, for transfers to other divisions, and for charges by
the Company for certain cost of insurance and administrative charges. The cost
of insurance and administrative charges for the years ended December 31, 1998,
1997 and 1996 were $14,458,798; $8,284,944 and $2,843,666, respectively.
Dividends made by the Funds are reinvested in the Funds.
The following is a summary of Fund shares owned as of December 31, 1998:
<TABLE>
<CAPTION>
Number Net Value
of Asset of Shares Cost of
FUND Shares Value at Market Shares
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 1,127,232.206 $13.82 $ 15,578,349 $ 15,334,595
Growth 343,330.535 $26.29 9,026,160 8,510,696
Government Income -- $11.14 -- --
Partners 1,186,647.771 $18.93 22,463,242 22,570,797
Fred Alger Management, Inc.:
American Small Capitalization 352,589.754 $43.97 15,503,371 14,851,950
American MidCap Growth 319,369.785 $28.87 9,220,207 7,858,579
American Growth 430,357.281 $53.22 22,903,614 18,608,688
American Leveraged AllCap 194,880.482 $34.90 6,801,329 5,293,171
Fidelity Management & Research Co.:
Asset Manager 563,726.801 $18.16 10,237,279 9,501,494
Growth 733,232.497 $44.87 32,900,142 26,845,882
Overseas 1,026,528.069 $20.05 20,581,887 19,913,166
Money Market 18,412,252.400 $1.00 18,412,252 18,412,252
Index 500 609,942.422 $141.25 86,154,369 70,067,500
INVESCO Funds Group, Inc.:
Total Return 488,861.727 $16.58 8,105,328 7,814,990
Industrial Income 583,181.351 $18.61 10,853,005 10,163,306
High Yield 696,358.875 $11.32 7,882,782 8,752,765
Utilities 114,789.679 $17.78 2,040,960 1,727,429
Small Company Growth 64,989.440 $11.52 748,678 674,581
Van Eck Associates Corporation:
Worldwide Balanced -- $12.03 -- --
Worldwide Hard Assets 116,712.440 $9.20 1,073,755 1,517,809
Worldwide Bond 16,759.491 $12.28 205,807 201,853
Worldwide Emerging Markets 64,769.133 $7.12 461,156 414,017
Worldwide Real Estate 7,995.940 $9.54 76,281 76,310
AIM Advisors, Inc.:
Capital Appreciation 47,795.065 $25.20 1,204,436 1,085,211
Government Securities 232,175.030 $11.18 2,595,717 2,560,855
----------------- -----------------
Total $305,030,106 $272,757,896
================= =================
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 166
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE C. INVESTMENTS (CONTINUED)
For the year ended December 31, 1998, the cost of purchases (plus reinvested
dividends) and sales of investments are as follows:
<TABLE>
<CAPTION>
Beginning End
FUND of Year Purchases Sales of Year
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond $6,490,167 $11,289,258 ($2,444,830) $15,334,595
Growth 4,895,677 7,029,074 (3,414,055) 8,510,696
Government Income 833,365 137,502 (970,867) --
Partners 11,515,832 13,300,529 (2,245,564) 22,570,797
Fred Alger Management, Inc.:
American Small Capitalization 10,791,047 8,512,969 (4,452,066) 14,851,950
American MidCap Growth 4,680,691 5,007,799 (1,829,911) 7,858,579
American Growth 8,426,205 12,330,367 (2,147,884) 18,608,688
American Leveraged AllCap 2,939,669 4,357,148 (2,003,646) 5,293,171
Fidelity Management & Research Co.:
Asset Manager 5,638,123 5,278,809 (1,415,438) 9,501,494
Growth 16,477,099 23,941,147 (13,572,364) 26,845,882
Overseas 12,237,937 23,905,882 (16,230,653) 19,913,166
Money Market 14,300,455 74,696,311 (70,584,514) 18,412,252
Index 500 32,789,297 45,050,855 (7,772,652) 70,067,500
INVESCO Funds Group, Inc.:
Total Return 2,812,500 5,585,718 (583,228) 7,814,990
Industrial Income 5,602,678 5,964,437 (1,403,809) 10,163,306
High Yield 4,793,052 10,924,985 (6,965,272) 8,752,765
Utilities 1,129,569 919,214 (321,354) 1,727,429
Small Company Growth -- 775,726 (101,145) 674,581
Van Eck Associates Corporation:
Worldwide Balanced 364,193 72,504 (436,697) --
Worldwide Hard Assets 959,451 1,175,104 (616,746) 1,517,809
Worldwide Bond -- 222,604 (20,751) 201,853
Worldwide Emerging Markets -- 771,909 (357,892) 414,017
Worldwide Real Estate -- 95,356 (19,046) 76,310
AIM Advisors, Inc.
Capital Appreciation -- 1,174,137 (88,926) 1,085,211
Government Securities -- 2,744,143 (183,288) 2,560,855
--------------- ------------ -------------- ------------
Total $147,677,007 $265,263,487 ($140,182,598) $272,757,896
=============== ============ ============== ============
</TABLE>
Aggregate proceeds from sales of investments for the year ended December 31,
1998 were $148,718,872.
- --------------------------------------------------------------------------------
FirstLine II 167
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE D. OTHER POLICY DEDUCTIONS
The FirstLine and FirstLine products provide for certain deductions for sales
and tax loads from premium payments received from the policyholders and for
surrender charges and taxes from amounts paid to policyholders. Such deductions
are taken before the purchase of divisional units or after the redemption of
divisional units of the Separate Account. Such deductions are not included in
the Separate Account financial statements.
NOTE E. POLICY LOANS
The FirstLine and FirstLine policies allow the policyholders to borrow against
their policies by using them as collateral for a loan. At the time of borrowing
against the policies, an amount equal to the loan amount is transferred from the
Separate Account divisions to a Loan Division in the Company's General Account
to secure the loan. As payments are made on the policy loan, amounts are
transferred back from the Loan Division to the Separate Account divisions.
Interest is credited to the balance in the Loan Division at a fixed rate. The
Loan Division is not variable in nature and is not included in these Separate
Account statements.
NOTE F. FEDERAL INCOME TAXES
The Separate Account is not taxed separately because the operations of the
Separate Account are part of the total operations of the Company. The Company is
taxed as a life insurance company under the Internal Revenue Code. The Separate
Account is not taxed as a "Regulated Investment Company" under subchapter "M" of
the Internal Revenue Code.
- --------------------------------------------------------------------------------
FirstLine II 168
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE G. SUMMARY OF CHANGES IN UNITS
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1998:
<TABLE>
<CAPTION>
(Decrease)
for
Outstanding Increase Withdrawals Outstanding
At Beginning for Payments and Other At End
Division of Year Received Deductions of Year
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 552,985.394 801,233.327 (108,659.600) 1,245,559.121
Growth 316,146.084 250,854.619 (119,514.327) 447,486.376
Government Income 75,811.559 58.537 (75,870.096) --
Partners 626,285.721 455,096.290 (95,083.993) 986,298.018
Fred Alger Management, Inc.:
American Small Capitalization 648,733.740 333,770.247 (143,811.569) 838,692.418
American MidCap Growth 288,809.482 167,037.228 (53,314.238) 402,532.472
American Growth 569,990.309 442,313.190 (88,607.433) 923,696.066
American Leveraged AllCap 148,542.639 102,168.282 (29,068.475) 221,642.446
Fidelity Management & Research Co.:
Asset Manager 410,906.106 270,972.780 (81,623.673) 600,255.213
Growth 983,842.388 614,542.294 (304,904.344) 1,293,480.338
Overseas 950,328.899 861,220.218 (381,889.210) 1,429,659.907
Money Market 1,303,059.881 5,059,561.984 (4,836,217.466) 1,526,404.399
Index 500 1,863,056.104 1,617,935.444 (265,001.029) 3,215,990.519
INVESCO Funds Group, Inc.:
Total Return 184,042.238 307,178.543 (40,663.565) 450,557.216
Industrial Income 297,553.033 216,644.366 (40,580.647) 473,616.752
High Yield 333,501.857 283,205.205 (129,848.414) 486,858.648
Utilities 78,118.685 41,701.114 (9,440.183) 110,379.616
Small Company Growth -- 71,535.065 (4,028.624) 67,506.441
Van Eck Associates Corporation:
Worldwide Balanced 32,139.282 190.627 (32,329.909) --
Worldwide Hard Assets 77,046.773 68,491.375 (13,024.324) 132,513.824
Worldwide Bond -- 18,882.425 (226.108) 18,656.317
Worldwide Emerging Markets -- 105,064.405 (37,710.110) 67,354.295
Worldwide Real Estate -- 9,848.072 (1,082.840) 8,765.232
AIM Advisors, Inc.:
Capital Appreciation -- 108,895.839 (3,437.972) 105,457.867
Government Securities -- 261,432.015 (15,281.953) 246,150.062
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 169
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1997:
<TABLE>
<CAPTION>
(Decrease)
for
Outstanding Increase Withdrawals Outstanding
At Beginning for Payments and Other At End
Division of Year Received Deductions of Year
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 218,725.891 334,572.082 (312.579) 552,985.394
Growth 133,567.983 187,433.957 (4,855.856) 316,146.084
Government Income 142,773.403 30,012.660 (96,974.504) 75,811.559
Partners 275,892.457 354,159.052 (3,765.788) 626,285.721
Fred Alger Management, Inc.:
American Small Capitalization 297,073.322 368,659.345 (16,998.927) 648,733.740
American MidCap Growth 150,480.473 143,410.236 (5,081.227) 288,809.482
American Growth 282,175.287 292,019.948 (4,204.926) 569,990.309
American Leveraged AllCap 53,044.470 96,743.489 (1,245.320) 148,542.639
Fidelity Management & Research Co.:
Asset Manager 123,908.168 294,115.342 (7,117.404) 410,906.106
Growth 470,285.667 522,440.765 (8,884.044) 983,842.388
Overseas 367,948.109 589,863.772 (7,482.982) 950,328.899
Money Market 753,707.969 6,017,484.702 (5,468,132.790) 1,303,059.881
Index 500 640,890.650 1,227,420.261 (5,254.807) 1,863,056.104
INVESCO Funds Group, Inc.:
Total Return 64,490.483 121,436.060 (1,884.305) 184,042.238
Industrial Income 87,035.356 212,619.908 (2,102.231) 297,553.033
High Yield 108,999.107 225,144.290 (641.540) 333,501.857
Utilities 18,008.490 63,007.328 (2,897.133) 78,118.685
Van Eck Associates Corporation:
Worldwide Balanced 29,808.787 5,838.562 (3,508.067) 32,139.282
Worldwide Hard Assets 21,966.093 55,323.208 (242.528) 77,046.773
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 170
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1996:
<TABLE>
<CAPTION>
(Decrease)
for
Outstanding Increase Withdrawals Outstanding
at Beginning or Payments and Other at End
Division of Year Received Deductions of Year
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond 162,009.578 57,300.933 (584.620) 218,725.891
Growth 60,162.107 74,132.806 (726.930) 133,567.983
Government Income 77,187.706 65,930.987 (345.290) 142,773.403
Partners 73,535.288 203,456.199 (1,099.030) 275,892.457
Fred Alger Management, Inc.:
American Small Capitalization 80,027.266 218,770.486 (1,724.430) 297,073.322
American MidCap Growth 19,692.860 131,814.883 (1,027.270) 150,480.473
American Growth 69,805.233 214,057.614 (1,687.560) 282,175.287
American Leveraged AllCap 2,494.731 51,210.999 (661.260) 53,044.470
Fidelity Management & Research Co.:
Asset Manager 11,627.088 112,576.840 (295.760) 123,908.168
Growth 102,248.988 369,855.299 (1,818.620) 470,285.667
Overseas 93,906.733 275,584.696 (1,543.320) 367,948.109
Money Market 178,653.159 3,174,656.740 (2,599,601.930) 753,707.969
Index 500 91,903.027 551,031.963 (2,044.340) 640,890.650
INVESCO Funds Group, Inc.:
Total Return 12,602.664 52,659.359 (771.540) 64,490.483
Industrial Income 20,026.102 67,339.104 (329.850) 87,035.356
High Yield 45,708.358 63,646.889 (356.140) 108,999.107
Utilities 1,879.859 16,197.511 (68.880) 18,008.490
Van Eck Associates Corporation:
Worldwide Balanced 7,739.274 22,412.363 (342.850) 29,808.787
Worldwide Hard Assets 1,765.913 20,257.020 (56.840) 21,966.093
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 171
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE H. NET ASSETS
Net assets at December 31, 1998 consisted of the following:
<TABLE>
<CAPTION>
Accumulated Net
Accumulated Net Realized Unrealized
Investment Gains Gains
Principal Income (Losses) On (Losses) On
Division Transactions (Loss) Investments Investments Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Neuberger Berman Management Inc.:
Limited Maturity Bond $ 14,798,256 $ 554,555 $ (18,215) $ 243,753 $ 15,578,349
Growth 7,028,181 1,750,191 (267,675) 515,463 9,026,160
Government Income (197,709) 219,245 (21,536) - -
Partners 19,164,868 2,232,497 1,173,430 (107,553) 22,463,242
Fred Alger Management, Inc.:
American Small Capitalization 12,782,408 1,740,285 329,258 651,420 15,503,371
American MidCap Growth 6,729,922 570,025 558,634 1,361,626 9,220,207
American Growth 15,328,177 2,102,491 1,178,019 4,294,927 22,903,614
American Leveraged AllCap 4,597,430 102,339 593,403 1,508,157 6,801,329
Fidelity Management & Research Co.:
Asset Manager 8,511,070 928,642 61,784 735,783 10,237,279
Growth 21,880,758 2,745,144 2,220,029 6,054,211 32,900,142
Overseas 17,959,130 1,286,196 667,842 668,719 20,581,887
Money Market 16,762,206 1,650,046 - - 18,412,252
Index 500 63,645,284 1,521,424 4,900,792 16,086,869 86,154,369
INVESCO Funds Group, Inc.:
Total Return 7,241,724 359,909 213,358 290,337 8,105,328
Industrial Income 8,730,383 941,544 491,379 689,699 10,853,005
High Yield 7,183,287 1,366,993 202,483 (869,981) 7,882,782
Utilities 1,554,382 45,485 127,560 313,533 2,040,960
Small Company Growth 682,064 (586) (6,898) 74,098 748,678
Van Eck Associates Corporation:
Worldwide Balanced (94,857) 49,411 45,446 - -
Worldwide Hard Assets 1,509,491 144,822 (136,502) (444,056) 1,073,755
Worldwide Bond 201,935 (212) 130 3,954 205,807
Worldwide Emerging Markets 517,189 (1,736) (101,436) 47,139 461,156
Worldwide Real Estate 78,370 (225) (1,836) (28) 76,281
AIM Advisors, Inc.:
Capital Appreciation 1,064,475 24,052 (3,314) 119,223 1,204,436
Government Securities 2,493,145 59,796 7,914 34,862 2,595,717
------------ ----------- ----------- ----------- ------------
Total $240,151,569 $20,392,333 $12,214,049 $32,272,155 $305,030,106
============ =========== =========== =========== ============
</TABLE>
- --------------------------------------------------------------------------------
FirstLine II 172
<PAGE>
Security Life Separate Account L1
Notes to Financial Statements (continued)
NOTE I. YEAR 2000 (UNAUDITED)
The Company has initiated a program to prepare the Company's computer systems
and applications for the year 2000. This program includes all systems utilized
by the Company as well as the systems of other companies that interface with the
Company. The Company has completed an assessment and is in the process of
modifying portions of its software so that its computer systems will function
properly with respect to dates in the year 2000 and thereafter. Accordingly, the
Company does not expect the amounts required for this project to have a material
effect on its financial position.
The project is estimated to be completed no later than June 1999, which is prior
to any anticipated impact on its operating systems. The Company believes that
with modifications to existing software, and conversions to new software, the
Year 2000 will not pose significant operational problems for its computer
software systems. However, if such modifications and conversions are not made,
or are not completed in a timely manner, it could have a material impact on the
operations of the Company.
The Company has initiated formal communications and interface testing plans with
all of its suppliers and customers to determine the extent to which its
interface systems are vulnerable to those third parties' failure to have their
systems Year 2000 compatible and will act accordingly to prevent operational
disruptions.
- --------------------------------------------------------------------------------
FirstLine II 173
<PAGE>
APPENDIX A
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
Attained
Age Male Female Unisex
--- ---- ------ ------
0 11.727 14.234 12.149
1 11.785 14.209 12.194
2 11.458 13.815 11.857
3 11.128 13.417 11.515
4 10.803 13.023 11.178
5 10.481 12.635 10.845
6 10.161 12.253 10.514
7 9.844 11.875 10.187
8 9.530 11.505 9.863
9 9.221 11.141 9.545
10 8.918 10.784 9.233
11 8.623 10.436 8.928
12 8.338 10.098 8.634
13 8.066 9.771 8.353
14 7.808 9.455 8.085
15 7.564 9.150 7.831
16 7.335 8.857 7.592
17 7.118 8.575 7.364
18 6.911 8.302 7.148
19 6.713 8.038 6.939
20 6.521 7.782 6.737
21 6.334 7.534 6.540
22 6.150 7.293 6.347
23 5.969 7.059 6.158
24 5.791 6.831 5.971
25 5.615 6.611 5.788
26 5.441 6.396 5.608
27 5.271 6.188 5.431
28 5.104 5.986 5.258
29 4.940 5.791 5.089
30 4.781 5.601 4.925
31 4.626 5.418 4.765
32 4.476 5.241 4.610
33 4.330 5.069 4.459
34 4.188 4.902 4.314
35 4.052 4.742 4.173
- --------------------------------------------------------------------------------
FirstLine II 174
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
Attained
Age Male Female Unisex
--- ---- ------ ------
36 3.920 4.586 4.037
37 3.793 4.437 3.906
38 3.670 4.293 3.780
39 3.553 4.154 3.658
40 3.439 4.021 3.541
41 3.330 3.894 3.429
42 3.226 3.771 3.322
43 3.125 3.654 3.218
44 3.028 3.541 3.119
45 2.936 3.432 3.023
46 2.846 3.328 2.931
47 2.761 3.227 2.843
48 2.678 3.129 2.758
49 2.599 3.035 2.676
50 2.522 2.945 2.597
51 2.449 2.858 2.522
52 2.378 2.774 2.449
53 2.311 2.693 2.379
54 2.246 2.615 2.312
55 2.184 2.540 2.248
56 2.125 2.468 2.187
57 2.068 2.398 2.128
58 2.014 2.330 2.071
59 1.962 2.265 2.017
60 1.912 2.201 1.965
61 1.864 2.139 1.915
62 1.818 2.079 1.867
63 1.774 2.022 1.821
64 1.732 1.967 1.777
65 1.692 1.914 1.735
66 1.654 1.863 1.695
67 1.617 1.815 1.657
68 1.583 1.769 1.620
69 1.550 1.724 1.585
- --------------------------------------------------------------------------------
FirstLine II 175
<PAGE>
APPENDIX A (CONT.)
FACTORS FOR THE
CASH VALUE ACCUMULATION TEST
FOR A LIFE INSURANCE POLICY
Attained
Age Male Female Unisex
--- ---- ------ ------
70 1.518 1.681 1.552
71 1.488 1.639 1.520
72 1.459 1.599 1.489
73 1.432 1.560 1.460
74 1.406 1.524 1.433
75 1.382 1.490 1.407
76 1.359 1.457 1.383
77 1.338 1.427 1.360
78 1.318 1.398 1.338
79 1.299 1.371 1.318
80 1.281 1.345 1.298
81 1.264 1.321 1.280
82 1.248 1.298 1.262
83 1.233 1.277 1.245
84 1.218 1.257 1.230
85 1.205 1.238 1.215
86 1.193 1.221 1.202
87 1.181 1.205 1.189
88 1.171 1.190 1.177
89 1.160 1.176 1.166
90 1.151 1.163 1.155
91 1.141 1.150 1.144
92 1.131 1.137 1.133
93 1.120 1.125 1.122
94 1.109 1.112 1.110
95 1.097 1.098 1.097
96 1.083 1.084 1.084
97 1.069 1.069 1.069
98 1.054 1.054 1.054
99 1.040 1.040 1.040
100 1.000 1.000 1.000
- --------------------------------------------------------------------------------
FirstLine II 176
<PAGE>
APPENDIX B
FACTORS FOR THE
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
FOR A LIFE INSURANCE POLICY
<TABLE>
<CAPTION>
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
<S> <C> <C> <C> <C> <C> <C> <C>
0 2.50 25 2.50 50 1.85 75 1.05
1 2.50 26 2.50 51 1.78 76 1.05
2 2.50 27 2.50 52 1.71 77 1.05
3 2.50 28 2.50 53 1.64 78 1.05
4 2.50 29 2.50 54 1.57 79 1.05
5 2.50 30 2.50 55 1.50 80 1.05
6 2.50 31 2.50 56 1.46 81 1.05
7 2.50 32 2.50 57 1.42 82 1.05
8 2.50 33 2.50 58 1.38 83 1.05
9 2.50 34 2.50 59 1.34 84 1.05
10 2.50 35 2.50 60 1.30 85 1.05
11 2.50 36 2.50 61 1.28 86 1.05
12 2.50 37 2.50 62 1.26 87 1.05
13 2.50 38 2.50 63 1.24 88 1.05
14 2.50 39 2.50 64 1.22 89 1.05
15 2.50 40 2.50 65 1.20 90 1.05
16 2.50 41 2.43 66 1.19 91 1.04
17 2.50 42 2.36 67 1.18 92 1.03
18 2.50 43 2.29 68 1.17 93 1.02
19 2.50 44 2.22 69 1.16 94 1.01
20 2.50 45 2.15 70 1.15 95 1.00
21 2.50 46 2.09 71 1.13 96 1.00
22 2.50 47 2.03 72 1.11 97 1.00
23 2.50 48 1.97 73 1.09 98 1.00
24 2.50 49 1.91 74 1.07 99 1.00
100 1.00
</TABLE>
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.
- --------------------------------------------------------------------------------
FirstLine II 177
<PAGE>
APPENDIX C
PERFORMANCE INFORMATION
POLICY PERFORMANCE
The following hypothetical illustrations demonstrate how the actual investment
experience of each division of the variable account affects the cash surrender
value, account value and death benefit of a policy. These hypothetical
illustrations are based on the actual historical return of each portfolio as if
a policy had been issued on the date indicated. Each portfolio's annual total
return is based on the total return calculated for each fiscal year. These
annual total return figures reflect the net portfolio's management fees after
any voluntary waiver and other operating expenses but do not reflect the policy
level or variable account asset-based charges and deductions, which if
reflected, would result in lower total return figures than those shown.
The illustrations are based on the payment of a $3,750 annual premium, paid at
the beginning of each year, for a hypothetical policy with a $200,000 face
amount, the cash value accumulation test, death benefit option 1, issued to a
preferred, nonsmoker male, age 45. In each case, it is assumed that all premiums
are allocated to the division illustrated for the period shown. The benefits are
calculated for a specific date. The amount and timing of premium payments and
the use of other policy features, such as policy loans, would affect individual
policy benefits.
The amounts shown for the cash surrender values, account values and death
benefits take into account the charges against premiums, current cost of
insurance and monthly deductions, the daily charge against the variable account
for mortality and expense risks, and each portfolio's charges and expenses. SEE
CHARGES, DEDUCTIONS AND REFUNDS, PAGE 46. This prospectus also contains
illustrations based on assumed rates of return. SEE ILLUSTRATIONS OF DEATH
BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND ACCUMULATED PREMIUMS, PAGE 61.
- --------------------------------------------------------------------------------
FirstLine II 178
<PAGE>
HYPOTHETICAL ILLUSTRATIONS
Nonsmoker Male Age 45 Cash Value Accumulation Test
Preferred Risk Class Death Benefit Option 1
Stated Death Benefit $200,000 Annual Premium $3,750
- --------------------------------------------------------------------------------
AIM V.I. CAPITAL APPRECIATION FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/94 2.50% 1,429 2,917 200,000
12/31/95 35.69% 6,165 7,840 200,000
12/31/96 17.58% 10,582 12,445 200,000
12/31/97 13.51% 15,225 17,275 200,000
12/31/98 19.30% 21,654 23,854 200,000
AIM V.I. GOVERNMENT SECURITIES FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/94 (3.73)% 1,234 2,721 200,000
12/31/95 15.56% 4,724 6,399 200,000
12/31/96 2.29% 7,450 9,312 200,000
12/31/97 8.16% 11,021 13,071 200,000
12/31/98 7.66% 14,783 16,983 200,000
ALGER AMERICAN GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/90 4.14% 1,481 2,968 200,000
12/31/91 40.39% 6,521 8,196 200,000
12/31/92 12.38% 10,414 12,277 200,000
12/31/93 22.47% 16,411 18,461 200,000
12/31/94 1.45% 19,228 21,428 200,000
12/31/95 36.37% 30,699 32,899 200,000
12/31/96 13.35% 37,964 40,164 200,000
12/31/97 25.75% 51,715 53,640 200,000
12/31/98 48.07% 81,417 83,067 200,000
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/96 12.04% 1,730 3,217 200,000
12/31/97 19.68% 5,555 7,230 200,000
12/31/98 57.83% 14,021 15,883 200,000
The assumptions underlying these values are described in Performance
Information, page 178.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine II 179
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
Nonsmoker Male Age 45 Cash Value Accumulation Test
Preferred Risk Class Death Benefit Option 1
Stated Death Benefit $200,000 Annual Premium $3,750
- --------------------------------------------------------------------------------
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/94 (1.54)% 1,303 2,790 200,000
12/31/95 44.45% 6,512 8,187 200,000
12/31/96 11.90% 10,350 12,213 200,000
12/31/97 15.01% 15,192 17,242 200,000
12/31/98 30.30% 23,846 26,046 200,000
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 64.48% 3,393 4,881 200,000
12/31/90 8.71% 6,661 8,336 200,000
12/31/91 57.54% 15,724 17,586 200,000
12/31/92 3.55% 18,981 21,031 200,000
12/31/93 13.28% 24,668 26,868 200,000
12/31/94 (4.38)% 25,930 28,130 200,000
12/31/95 44.31% 42,201 44,401 200,000
12/31/96 4.18% 46,832 48,757 200,000
12/31/97 11.39% 55,280 56,930 200,000
12/31/98 15.53% 67,032 68,407 200,000
FIDELITY VIP GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 31.51% 2,345 3,833 200,000
12/31/90 (11.73)% 4,112 5,787 200,000
12/31/91 45.51% 10,658 12,520 200,000
12/31/92 9.32% 14,657 16,707 200,000
12/31/93 19.37% 20,993 23,193 200,000
12/31/94 (0.02)% 23,570 25,770 200,000
12/31/95 35.36% 36,233 38,433 200,000
12/31/96 14.71% 44,983 46,908 200,000
12/31/97 23.48% 59,239 60,889 200,000
12/31/98 39.49% 86,853 88,228 200,000
The assumptions underlying these values are described in Performance
Information, page 178.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine II 180
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
Nonsmoker Male Age 45 Cash Value Accumulation Test
Preferred Risk Class Death Benefit Option 1
Stated Death Benefit $200,000 Annual Premium $3,750
- --------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/89 9.12% 1,638 3,125 200,000
12/31/90 8.04% 4,720 6,395 200,000
12/31/91 6.09% 7,804 9,667 200,000
12/31/92 3.90% 10,860 12,910 200,000
12/31/93 3.23% 13,904 16,104 200,000
12/31/94 4.25% 17,325 19,525 200,000
12/31/95 5.87% 21,174 23,374 200,000
12/31/96 5.41% 25,316 27,241 200,000
12/31/97 5.51% 29,603 31,253 200,000
12/31/98 5.46% 33,996 35,371 200,000
FIDELITY VIP OVERSEAS PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 26.28% 2,180 3,667 200,000
12/31/90 (1.67)% 4,645 6,320 200,000
12/31/91 8.00% 7,905 9,767 200,000
12/31/92 (10.72)% 9,088 11,138 200,000
12/31/93 37.35% 16,927 19,127 200,000
12/31/94 1.72% 19,905 22,105 200,000
12/31/95 9.74% 24,866 27,066 200,000
12/31/96 13.15% 31,515 33,440 200,000
12/31/97 11.56% 38,323 39,973 200,000
12/31/98 12.81% 46,317 47,692 200,000
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/90 6.72% 1,562 3,050 200,000
12/31/91 22.56% 5,533 7,208 200,000
12/31/92 11.71% 9,240 11,103 200,000
12/31/93 21.23% 14,804 16,854 200,000
12/31/94 (6.09)% 16,107 18,307 200,000
12/31/95 16.96% 22,320 24,520 200,000
12/31/96 14.60% 28,842 31,042 200,000
12/31/97 20.65% 38,546 40,471 200,000
12/31/98 15.05% 47,659 49,309 200,000
The assumptions underlying these values are described in Performance
Information, page 178.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine II 181
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
Nonsmoker Male Age 45 Cash Value Accumulation Test
Preferred Risk Class Death Benefit Option 1
Stated Death Benefit $200,000 Annual Premium $3,750
- --------------------------------------------------------------------------------
FIDELITY VIP II INDEX 500 PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/93 9.74% 1,657 3,145 200,000
12/31/94 1.04% 4,303 5,978 200,000
12/31/95 37.19% 10,181 12,043 200,000
12/31/96 22.82% 16,180 18,230 200,000
12/31/97 32.82% 25,663 27,863 200,000
12/31/98 28.31% 36,955 39,155 200,000
INVESCO VIF-EQUITY INCOME FUND (formerly VIF-Industrial Income Portfolio)
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 29.25% 2,274 3,761 200,000
12/31/96 22.28% 6,382 8,057 200,000
12/31/97 28.17% 12,014 13,877 200,000
12/31/98 15.30% 17,147 19,197 200,000
INVESCO VIF-HIGH YIELD FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 19.76% 1,973 3,461 200,000
12/31/96 16.59% 5,642 7,317 200,000
12/31/97 17.33% 9,945 11,807 200,000
12/31/98 1.42% 12,706 14,756 200,000
INVESCO VIF-SMALL COMPANY GROWTH FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/98 16.38% 1,867 3,354 200,000
INVESCO VIF-TOTAL RETURN FUND
Year Annual Total Cash Surrender Account Death
Ended Return * Value Value Benefit
12/31/95 22.79% 2,069 3,557 200,000
12/31/96 12.18% 5,459 7,134 200,000
12/31/97 22.91% 10,301 12,163 200,000
12/31/98 9.56% 14,305 16,355 200,000
The assumptions underlying these values are described in Performance
Information, page 178.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine II 182
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
Nonsmoker Male Age 45 Cash Value Accumulation Test
Preferred Risk Class Death Benefit Option 1
Stated Death Benefit $200,000 Annual Premium $3,750
- --------------------------------------------------------------------------------
INVESCO VIF-UTILITIES FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 9.08% 1,636 3,124 200,000
12/31/96 12.76% 5,013 6,688 200,000
12/31/97 23.41% 9,803 11,665 200,000
12/31/98 25.48% 16,110 18,160 200,000
NEUBERGER BERMAN GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 29.47% 2,281 3,768 200,000
12/31/90 (8.19)% 4,297 5,972 200,000
12/31/91 29.73% 9,496 11,359 200,000
12/31/92 9.54% 13,425 15,475 200,000
12/31/93 6.79% 17,199 19,399 200,000
12/31/94 (4.99)% 18,679 20,879 200,000
12/31/95 31.73% 28,770 30,970 200,000
12/31/96 9.14% 34,562 36,487 200,000
12/31/97 29.01% 48,579 50,229 200,000
12/31/98 15.53% 59,306 60,681 200,000
NEUBERGER BERMAN LIMITED MATURITY BOND PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/89 10.77% 1,690 3,177 200,000
12/31/90 8.32% 4,793 6,468 200,000
12/31/91 11.34% 8,382 10,245 200,000
12/31/92 5.18% 11,629 13,679 200,000
12/31/93 6.63% 15,262 17,462 200,000
12/31/94 (0.15)% 17,835 20,035 200,000
12/31/95 10.94% 22,879 25,079 200,000
12/31/96 4.31% 26,800 28,725 200,000
12/31/97 6.74% 31,553 33,203 200,000
12/31/98 4.39% 35,663 37,038 200,000
NEUBERGER BERMAN PARTNERS PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/95 36.47% 2,502 3,990 200,000
12/31/96 29.57% 7,178 8,853 200,000
12/31/97 31.25% 13,398 15,260 200,000
12/31/98 4.21% 16,703 18,753 200,000
The assumptions underlying these values are described in Performance
Information, page 178.
* These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine II 183
<PAGE>
HYPOTHETICAL ILLUSTRATION (Continued)
Nonsmoker Male Age 45 Cash Value Accumulation Test
Preferred Risk Class Death Benefit Option 1
Stated Death Benefit $200,000 Annual Premium $3,750
- --------------------------------------------------------------------------------
VAN ECK WORLDWIDE BOND FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/90 11.25% 1,705 3,192 200,000
12/31/91 18.39% 5,444 7,119 200,000
12/31/92 (5.25)% 7,416 9,279 200,000
12/31/93 7.79% 10,940 12,990 200,000
12/31/94 (1.32)% 13,257 15,457 200,000
12/31/95 17.30% 19,062 21,262 200,000
12/31/96 2.53% 22,199 24,399 200,000
12/31/97 2.38% 25,566 27,491 200,000
12/31/98 12.75% 32,064 33,714 200,000
VAN ECK WORLDWIDE EMERGING MARKETS FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/96 26.82% 2,197 3,684 200,000
12/31/97 (11.61)% 3,989 5,664 200,000
12/31/98 (34.15)% 3,533 5,396 200,000
VAN ECK WORLDWIDE HARD ASSETS FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/91 (2.93)% 1,259 2,746 200,000
12/31/92 (4.09)% 3,603 5,278 200,000
12/31/93 64.83% 11,541 13,404 200,000
12/31/94 (4.78)% 13,298 15,348 200,000
12/31/95 10.99% 17,836 20,036 200,000
12/31/96 18.04% 24,583 26,783 200,000
12/31/97 (1.67)% 26,593 28,793 200,000
12/31/98 (30.93)% 19,509 21,434 200,000
VAN ECK WORLDWIDE REAL ESTATE FUND
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/98 (11.35)% 995 2,483 200,000
The assumptions underlying these values are described in Performance
Information, page 178.
*These Annual Total Return figures reflect the Portfolio's management fees and
other operating expenses but do not reflect the Policy level or Variable Account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
- --------------------------------------------------------------------------------
FirstLine II 184
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form
S-6 Registration Statement of Security Life of Denver Insurance Company and its
Security Life Separate Account L1, filed with the Securities and Exchange
Commission on May 1, 1997 (File No. 33-74190).
UNDERTAKING REGARDING INDEMNIFICATION
Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form
S- 6 Registration Statement of Security Life of Denver Insurance Company and its
Security Life Separate Account L1, filed with the Securities and Exchange
Commission on May 1, 1997 (File No. 33-74190).
UNDERTAKING REQUIRED BY SECTION 26(E)(2)(A) OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED
Security Life of Denver Insurance Company represents that the fees and charges
deducted under the Policy, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred and the risks assumed by
the Company.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-Reference table.
The prospectuses.
FirstLine
FirstLine II
The undertaking to file reports.
The undertaking regarding indemnification.
The undertaking required by Section 26(e)2(A) of the Investment Company
Act of 1940, as amended.
The signatures.
Written consents of the following persons:
Lawrence D. Taylor (See Exhibit 6B).
Ernst & Young, L.L.P. (See Exhibit 7A).
Sutherland Asbill & Brennan LLP (See Exhibit 7B).
- --------------------------------------------------------------------------------
FirstLine II - 1
<PAGE>
The following exhibits:
1.A (1) Resolution of the Executive Committee of the Board of Directors of
Security Life of Denver Insurance Company ("Security Life of Denver")
authorizing the establishment of the Registrant./6/
(2) Not Applicable.
(3) (a) Security Life of Denver Distribution Agreement./6/
(b) Specimen Broker/Dealer Supervisory and Selling Agreement for
Variable Contracts with Compensation Schedule. /5/
(i) Broker/Dealer Supervisory and Selling Agreement for Variable
Contracts with Paine Webber Incorporated./1/
(c) Commission Schedule for Policies. /5/
(4) Not Applicable.
(5) (a) Specimen Variable Universal Life Insurance Policy (Form No. 1195
(VUL)-5/97). /1/
(i) Specimen Variable Universal Life Policy issued in
Massachusetts (Form No. 1195 (VUL)-MA-5/97)./1/
(ii) Specimen Variable Universal Life Policy issued in Maryland.
(Form No. 1195 (VUL)- MA-5/97)./1/
(iii) Specimen Variable Universal Life Policy issued in Texas.
(Form No. 1195 (VUL)-MA- 5/97)./1/
(iv) Specimen Variable Universal Life Insurance Policy (Form No.
2500 (VUL)-7/97)./2/
(v) Specimen Variable Universal Life Insurance Policy (Form No.
2502 (VUL)-6/98).
(b) Adjustable Term Insurance Rider (Form No. R2000-3/96)./1/
(c) Right to Exchange Rider (Form No. R-1504).
(d) Waiver of Cost of Insurance Rider (Form No. R-1505).
(e) Waiver of Specified Premium Total Disability Rider (Form No.
R-1506).
(f) Aviation Exclusion Rider (Form No. S-9622).
(g) Additional Insured Rider (Form No. R-2002).
(6) (a) Security Life of Denver's Restated Articles of Incorporation./6/
(b-g) Amendments to Articles of Incorporation through
June 12, 1987./6/
(h) Security Life of Denver's By-Laws./6/
(i) Bylaws of Security Life of Denver Insurance Company
(Restated with Amendments through September 30, 1997). /4/
(7) Not Applicable.
(8) (a) Addendum to Sales Agreement./6/
(i) Participation Agreement by and among AIM Variable Insurance
Funds, Inc., Life Insurance Company, on Behalf of Itself and
its Separate Accounts and Name of Underwriter of Variable
Contracts and Policies. /5/
(ii) Sales Agreement by and among The Alger American Fund, Fred
Alger Management, Inc., and Security Life of Denver
Insurance Company./6/
(iii) Sales Agreement by and among Neuberger & Berman Advisers
Management Trust, Neuberger & Berman Management
Incorporated, and Security Life of Denver Insurance
Company./6/
(iv) Participation Agreement among Variable Insurance Products
Fund, Fidelity Distributors Corporation and Security Life of
Denver Insurance Company./6/
(v) Participation Agreement among Variable Insurance Products
Fund II, Fidelity Distributors Corporation and Security Life
of Denver Insurance Company./6/
(vi) Participation Agreement among INVESCO Variable Investment
Funds, Inc., INVESCO
- --------------------------------------------------------------------------------
FirstLine II - 2
<PAGE>
Funds Group, Inc., and Security Life of Denver Insurance
Company./6/
(vii) Participation Agreement between Van Eck Investment Trust and
the Trust's investment adviser, Van Eck Associates
Corporation, and Security Life of Denver Insurance
Company./6/
(b) (i) First Amendment to Fund Participation Agreement between
Security Life of Denver, Van Eck Investment Trust and Van
Eck Associates Corporation. /5/
(ii) Second Amendment to Fund Participation Agreement between
Security Life of Denver, Van Eck Worldwide Insurance Trust
and Van Eck Associates Corporation. /5/
(iii) Assignment and Modification Agreement between Neuberger &
Berman Advisers Management Trust, Neuberger & Berman
Management Incorporated, Neuberger & Berman Advisers
Management Trust, Advisers Managers Trust and Security Life
of Denver Insurance Company. /5/
(iv) First Amendment to Participation Agreement by and among The
Alger American Fund, Fred Alger Management, Inc., Security
Life of Denver Insurance Company./6/
(v) First Amendment to Participation Agreement among Variable
Insurance Products Fund, Fidelity Distributors Corporation
and Security Life of Denver Insurance Company./6/
(vi) Second Amendment to Participation Agreement among Variable
Insurance Products Fund, Fidelity Distributors Corporation
and Security Life of Denver Insurance Company./6/
(vii) First Amendment to Participation Agreement among Variable
Insurance Products Fund II, Fidelity Distributors
Corporation and Security Life of Denver Insurance
Company./6/
(viii)Second Amendment to Participation Agreement among Variable
Insurance Products Fund II, Fidelity Distributors
Corporation and Security Life of Denver Insurance
Company./6/
(ix) First Amendment to Participation Agreement among Security
Life of Denver Insurance Company, INVESCO Variable
Investment Funds, Inc. and INVESCO Funds Group, Inc./6/
(x) Third Amendment to Participation Agreement among Variable
Insurance Products Fund, Fidelity Distributors Corporation
and Security Life of Denver Insurance Company.
(xi) Third Amendment to Participation Agreement among Variable
Insurance Products Fund II, Fidelity Distributors
Corporation and Security Life of Denver Insurance Company.
(c)(i) Service Agreement between Fred Alger Management, Inc. and
Security Life of Denver Insurance Company./6/
(ii) Expense Allocation Agreement between A I M Advisors, Inc.,
AIM Distributors, Inc. and Security Life of Denver.
(iii) Service Agreement between INVESCO Funds Group, Inc. and
Security Life of Denver Insurance Company.
(iv) Service Agreement between Neuberger & Berman Management
Incorporated and Security Life of Denver Insurance Company.
(v) Service Agreement between Fidelity Investments Institutional
Operations Company, Inc. and Security Life of Denver
Insurance Company.
(vi) Side Letter between Van Eck Worldwide Insurance Trust and
Security Life of Denver.
(d) Administrative Services Agreement between Security Life of
Denver and Financial Administrative Services Corporation./6/
(e) Amendment to Administrative Services Agreement between Security
Life of Denver and Financial Administrative Services
Corporation./6/
(9) Not Applicable.
(10) (a) Specimen Variable Life Insurance Application (Form No.
Q-2006-9/97)./2/
(i) Variable Life Application Insert.
(ii) Binding Limited Life Insurance Coverage Form.
(iii) Automatic Telephone Privileges Sticker.
- --------------------------------------------------------------------------------
FirstLine II - 3
<PAGE>
(b) Specimen Variable Life Insurance Application (Form No.
Q-1155-98)./3/
2. Included as Exhibit 1.A(5) above.
3.A Opinion and Consent of Eugene L. Copeland as to securities being
registered./6/
B Opinion and Consent of Gary W. Waggoner as to securities being
registered./6/
4. Not Applicable.
5. Not Applicable.
6.A Opinion and Consent of Shirley A. Knarr. /4/
B Opinion and Consent of Lawrence D. Taylor.
7.A Consent of Ernst & Young L.L.P.
B Consent of Sutherland Asbill & Brennan LLP.
8. Not Applicable.
11. Issuance, Transfer and Redemption Procedures Memorandum.
- ---------------
/1/ Incorporated herein by reference to Post-Effective Amendment No. 4 to
the Form S-6 Registration Statement of Security Life of Denver
Insurance Company and its Security Life Separate Account L1, filed with
the Securities and Exchange Commission on April 30, 1997 (File No.
33-88148).
/2/ To be used on or before May 1, 1998.
/3/ To be used on or before May 1, 1998, where Exhibit 1.A(10)(a)(i) has
not been approved.
/4/ Incorporated herein by reference to Post-Effective Amendment No. 5 to
the Form S-6 Registration Statement of Security Life of Denver
Insurance Company and its Security Life Separate Account L1, filed with
the Securities and Exchange Commission on October 29, 1997 (File No.
33-74190).
/5/ Incorporated herein by reference to Post-Effective Amendment No. 6 to
the Form S-6 Registration Statement of Security Life of Denver
Insurance Company and its Security Life Separate Account L1, filed with
the Securities and Exchange Commission on March 2, 1998 (File No.
33-74190).
/6/ Incorporated herein by reference to Post-Effective Amendment No. 7 to
the Form S-6 Registration Statement of Security Life of Denver
Insurance Company and its Security Life Separate Account L1, filed with
the Securities and Exchange Commission on April 27, 1998 (File No.
33-74190).
- --------------------------------------------------------------------------------
FirstLine II - 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Security Life of
Denver Insurance Company and the Registrant, Security Life Separate Account L1,
certify that they meet all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under Securities Act of 1933 and
have duly caused this Post- Effective Amendment No. 10 to the Registration
Statement to be signed on their behalf by the undersigned, hereunto duly
authorized, and their seal to be hereunto fixed and attested, all in the City
and County of Denver and the State of Colorado on the 23rd day of April, 1999.
SECURITY LIFE OF DENVER INSURANCE COMPANY
(Depositor)
BY: /s/ Stephen M. Christopher
---------------------------
Stephen M. Christopher
President
(Seal)
ATTEST:
/s/ Gary W. Waggoner
- ----------------------
Gary W. Waggoner
SECURITY LIFE SEPARATE ACCOUNT L1
(Registrant)
BY: SECURITY LIFE OF DENVER INSURANCE COMPANY
(Depositor)
BY: /s/ Stephen M. Christopher
--------------------------
Stephen M. Christopher
President
(Seal)
ATTEST:
/s/ Gary W. Waggoner
- ---------------------
Gary W. Waggoner
- --------------------------------------------------------------------------------
FirstLine II - 5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 10 to the Registration Statement has been signed below by the
following persons in the capacities with Security Life of Denver Insurance
Company and on the date indicated.
PRINCIPAL EXECUTIVE OFFICERS:
/s/ Stephen M. Christopher
- ---------------------------
Stephen M. Christopher
President, Chief Executive Officer and Director
/s/ Jim Livingston
- ---------------------------
Jim Livingston
Chief Operations Officer
PRINCIPAL ACCOUNTING OFFICER:
/s/ Shari A. Enger
- ---------------------------
Shari A. Enger
Vice President - Controller
DIRECTORS:
- ---------------------------
Thomas F. Conroy
/s/ Linda B. Emory
- ---------------------------
Linda B. Emory
/s/ Michael W. Cunningham
- ---------------------------
Michael W. Cunningham
- --------------------------------------------------------------------------------
FirstLine II - 6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
1.A(5)(a)(v) Specimen Variable Universal Life Insurance Policy (Form No.
2502 (VUL)-6/98).
1.A(5)(c) Right to Exchange Rider (Form No. R-1504).
1.A(5)(d) Waiver of Cost of Insurance Rider (Form No. R-1505).
1.A(5)(e) Waiver of Specified Premium Total Disability Rider (Form No.
R-1506).
1.A(5)(f) Aviation Exclusion Rider (Form No. S-9622).
1.A(5)(g) Additional Insured Rider (Form No. R-2002).
1.A(8)(b)(x) Third Amendment to Participation Agreement among Variable
Insurance Products Fund, Fidelity Distributors Corporation and
Security Life of Denver Insurance Company.
1.A(8)(b)(xi) Third Amendment to Participation Agreement among Variable
Insurance Products Fund II, Fidelity Distributors Corporation
and Security Life of Denver Insurance Company.
1.A(8)(c)(ii) Expense Allocation Agreement between A I M Advisors, Inc., A I
M Distributors, Inc. and Security Life of Denver.
1.A(8)(c)(iii) Service Agreement between INVESCO Funds Group, Inc. and
Security Life of Denver Insurance Company.
1.A(8)(c)(iv) Service Agreement between Neuberger & Berman Management
Incorporated and Security Life of Denver Insurance Company.
1.A(8)(c)(v) Service Agreement between Fidelity Investments Institutional
Operations Company, Inc. and Security Life of Denver Insurance
Company.
1.A(8)(c)(vi) Side Letter between Van Eck Worldwide Insurance Trust and
Security Life of Denver.
1.A(10)(a)(i) Variable Life Application Insert.
1.A(10)(a)(ii) Binding Limited Life Insurance Coverage Form.
1.A(10)(a)(iii) Automatic Telephone Privileges Sticker.
6.B Opinion and Consent of Lawrence D. Taylor.
7.A Consent of Ernst & Young L.L.P.
B Consent of Sutherland Asbill & Brennan LLP.
11. Issuance, Transfer and Redemption Procedures Memorandum.
- --------------------------------------------------------------------------------
FirstLine II - 7
Exhibit 1.A(5)(a)(v)
SECURITY LIFE OF DENVER
INSURANCE COMPANY
INSURED: JOHN DOE
POLICY DATE: May 1, 1998
POLICY NUMBER: 67000001
INITIAL STATED DEATH BENEFIT: $100,000.00
[WE AGREE TO PAY the death benefit to the beneficiary upon the death of the
insured while this policy is in force
WE ALSO AGREE to provide the other rights and benefits of the policy. These
agreements are subject to the provisions of the policy.]
[RIGHT TO EXAMINE PERIOD. You have the right to examine and return this policy
within [10] days after receipt. The policy may be returned by delivering or
mailing it to us at our Customer Service Center. Immediately upon return it will
be deemed void as of the policy date. Upon return of the policy to us, we will
refund all premiums paid.]
/s/ Gary W. Waggoner /s/ Stephen M. Christopher
Secretary President
In this policy "you" and "your" refer to the owner of the policy. "We", "us" and
"our" refer to Security Life of Denver Insurance Company.
[THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.]
[DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE. THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED. THERE IS NO MATURITY DATE. FLEXIBLE PREMIUMS ARE PAYABLE BY YOU DURING
THE LIFETIME OF THE INSURED UNTIL THE POLICY ANNIVERSARY NEAREST THE INSURED'S
100TH BIRTHDAY.]
[ ]
SECURITY LIFE OF DENVER INSURANCE COMPANY
A Stock Company
Customer Service Center
P. O. Box 173888; Denver, Colorado 80217
Toll Free Number: 1(800) 848-6362
Form 2502 (VUL) - 06/98
<PAGE>
TABLE OF CONTENTS
SCHEDULE.......................................................................5
DEFINITION OF TERMS............................................................6
INSURANCE COVERAGE PROVISIONS..................................................7
EFFECTIVE DATE OF COVERAGE...............................................7
BASE DEATH BENEFIT.......................................................7
CHANGE IN REQUESTED INSURANCE COVERAGE...................................7
Requested Decreases in Coverage.....................................8
Requested Decreases in Coverage.....................................8
Death Benefit Option Changes........................................8
CONTINUATION OF COVERAGE AFTER AGE 100...................................9
PREMIUM PROVISIONS.............................................................9
INITIAL PREMIUM ALLOCATION...............................................9
SUBSEQUENT PREMIUM ALLOCATIONS..........................................10
CHANGES TO PREMIUM ALLOCATIONS..........................................10
SCHEDULED PREMIUMS......................................................10
UNSCHEDULED PREMIUMS....................................................10
NET PREMIUM.............................................................10
THE VARIABLE ACCOUNT....................................................11
VARIABLE ACCOUNT DIVISIONS..............................................11
CHANGES WITHIN THE VARIABLE ACCOUNT.....................................11
GENERAL ACCOUNT PROVISIONS....................................................12
THE GENERAL ACCOUNT.....................................................12
GUARANTEED INTEREST DIVISION............................................12
LOAN DIVISION...........................................................12
TRANSFER PROVISIONS...........................................................12
Form 2502 (VUL) - 6/98
Page 2
<PAGE>
ACCOUNT VALUE PROVISIONS......................................................13
ACCOUNT VALUES ON THE INVESTMENT DATE...................................13
ACCUMULATION UNIT VALUE.................................................13
ACCUMULATION EXPERIENCE FACTOR..........................................13
ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT..................14
ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION.......................14
ACCOUNT VALUE OF THE LOAN DIVISION......................................14
MONTHLY DEDUCTION AND REFUND..................................................15
MONTHLY DEDUCTION.......................................................15
COST OF INSURANCE.......................................................15
PERSISTENCY REFUND......................................................15
LOAN PROVISIONS...............................................................16
POLICY LOANS............................................................16
LOAN INTEREST...........................................................16
LOAN DIVISION...........................................................16
PARTIAL WITHDRAWAL PROVISIONS.................................................17
SURRENDER PROVISIONS..........................................................18
SURRENDER VALUE.........................................................18
SURRENDER CHARGES.......................................................18
BASIS OF COMPUTATIONS...................................................19
FULL SURRENDERS.........................................................19
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS........................19
GRACE PERIOD............................................................19
THREE YEAR CONTINUATION PERIOD..........................................20
GUARANTEE PERIOD........................................................20
TERMINATION.............................................................20
REINSTATEMENT...........................................................21
DEFERRAL OF PAYMENT.....................................................21
GENERAL POLICY PROVISIONS.....................................................22
THE POLICY..............................................................22
Form 2502 (VUL) - 6/98
Page 3
<PAGE>
AGE.....................................................................22
PROCEDURES..............................................................22
OWNERSHIP...............................................................22
BENEFICIARIES...........................................................22
EXCHANGE RIGHT..........................................................23
COLLATERAL ASSIGNMENT...................................................23
INCONTESTABILITY........................................................23
MISSTATEMENT OF AGE OR SEX..............................................23
SUICIDE EXCLUSION.......................................................23
PERIODIC REPORTS........................................................23
ILLUSTRATION OF BENEFITS AND VALUES.....................................24
NONPARTICIPATING........................................................24
CUSTOMER SERVICE CENTER.................................................24
PAYOUTS OTHER THAN AS ONE SUM.................................................24
ELECTION................................................................24
PAYOUT OPTIONS..........................................................24
CHANGE AND WITHDRAWAL...................................................25
EXCESS INTEREST.........................................................25
MINIMUM AMOUNTS.........................................................25
SUPPLEMENTARY POLICY....................................................25
INCOME PROTECTION.......................................................25
DEATH OF PRIMARY PAYEE..................................................26
PAYMENTS OTHER THAN MONTHLY.............................................26
SETTLEMENT OPTION TABLES......................................................27
Additional benefits or riders, if any, will be listed in the Schedule. The
additional provisions will be inserted in the policy.
Form 2502 (VUL) - 6/98
Page 4
<PAGE>
SCHEDULE
(Schedule Date: May 1, 1998)
POLICY INFORMATION
Policy Number 67000001 Initial Stated Death Benefit $100,000.00
Insured JOHN DOE
Death Benefit Option OPTION 1
Age And Sex 35, Male Minimum Annual Premium $514.44
Premium Class Non-Smoker
Policy Date May 1, 1998 Initial Scheduled Premium $1,200.00, Annually
[Guarantee Period Annual Premium:]
Definition of Life Insurance Test Guideline Premium/Cash Value Corridor Test
CUSTOMER SERVICE CENTER: P. O. Box 173888, Denver, Colorado 80217
[Coverage will expire prior to the policy anniversary nearest the insured's
100th birthday if premiums are insufficient to continue coverage. Coverage will
also be affected by Partial Withdrawals, policy loans, changes in the current
cost of insurance rates, the actual credited interest rate for the Guaranteed
Interest division and the investment experience of the variable account.]
[ ]
Form 2502 (VUL) - 6/98
Page 5
<PAGE>
SCHEDULE (Continued)
<TABLE>
<CAPTION>
BENEFIT PROFILE
| | Segment | | Guideline | Segment |
| Benefit | Issue | Effective | Annual | Target |
Description | Amount | Age | Date | Premium | Premium |
- -------------------------------------------------------------------------------------------------------------------|
<S> <C> <C> <C> <C> <C>
Stated Death Benefit (Segment #1) | $100,000.00 | 35 | May 1, 1998 | $1,433.68 | $800.00 |
- -------------------------------------------------------------------------- ----------------------------------------|
</TABLE>
[ ]
Form 2502 (VUL) - 6/98
Page 5A
<PAGE>
SCHEDULE (Continued)
EXPENSE CHARGES
A. Premium Expense Charges (As a percent of all premiums) - Premium expense
charges will equal the sum of the following:
1. SALES LOAD:
Segment Issue Age Sales Load
0 - 49 2.25%
50 - 59 3.25%
60+ 4.25%
2. STATE AND LOCAL TAXES: 2.5%
3. FEDERAL DEFERRED ACQUISITION COST TAX: [1.5%]
[We reserve the right to increase or decrease the premium expense charges for
taxes due to any change in tax law. We further reserve the right to increase
or decrease the premium expense charges for federal deferred acquisition cost
taxes due to any change in the cost to us.]
B. MONTHLY EXPENSE CHARGES: Monthly expense charges will equal the
sum of the following:
Initial Policy Charge: $13 per month for the first 36 months
$ 3 per month thereafter.
Monthly Administrative Charge: $0.025 per thousand of Stated Death Benefit
(or Target Death Benefit, if greater), for
all years.
ANNUAL MORTALITY AND EXPENSE RISK CHARGE (Based on the percentage of assets in
each Variable Account division)
[Mortality And Expense Risk Charge 0.75%]
Form 2502 (VUL) - 6/98
Page 5B
<PAGE>
SCHEDULE (Continued)
SURRENDER CHARGES
[The maximum surrender charges which pertain to the insurance coverages
shown in the Schedule are shown in the following table. This table may
change upon any increases and/or decreases in the policy's Stated Death
Benefit.]
[ ]
SURRENDERS
DURING THE
POLICY YEAR TOTAL MAXIMUM
ENDING SURRENDER CHARGE
- --------------------- -------------------------------
1998 $650.00
- --------------------- -------------------------------
1999 $650.00
- --------------------- -------------------------------
2000 $650.00
- --------------------- -------------------------------
2001 $650.00
- --------------------- -------------------------------
2002 $650.00
- --------------------- -------------------------------
2003 $650.00
- --------------------- -------------------------------
2004 $650.00
- --------------------- -------------------------------
2005 $568.75
- --------------------- -------------------------------
2006 $487.50
- --------------------- -------------------------------
2007 $406.25
- --------------------- -------------------------------
2008 $325.00
- --------------------- -------------------------------
2009 $243.75
- --------------------- -------------------------------
2010 $162.50
- --------------------- -------------------------------
2011 $81.25
- --------------------- -------------------------------
2012 0
- --------------------- -------------------------------
ADMINISTRATIVE SURRENDER CHARGE TABLE
ADMINISTRATIVE SURRENDER
SEGMENT CHARGE PER THOUSAND OF
ISSUE AGE STATED DEATH BENEFIT
- ---------------------------------- ---------------------------------------------
0 - 39 $2.50
- ---------------------------------- ---------------------------------------------
40 - 49 $3.50
- ---------------------------------- ---------------------------------------------
50 - 59 $4.50
- ---------------------------------- ---------------------------------------------
60 - 69 $5.50
- ---------------------------------- ---------------------------------------------
70 and above $6.50
- ---------------------------------- ---------------------------------------------
This charge is reduced by 12.5% per year starting 7 policy years after the
Segment's effective date until it reaches zero at the beginning of the 15th
policy year following that Segment's effective date or the policy year in which
the Insured reaches age 98, whichever is earlier.
Form 2502 (VUL) - 6/98
Page 5C
<PAGE>
SCHEDULE (Continued)
[POLICYHOLDER TRANSACTION CHARGES]
[Requests for Sales Illustrations:] First illustration each year is free of
charge; thereafter $25 for each illustration requested.
Partial Withdrawal Service Fee: See below
[Other Policy Transaction Charges: The charges for transfers between
divisions of the Variable Account or
between the Guaranteed Interest division
and the Variable Account divisions;
charges for premium allocation changes;
and charges for other Variable Account
management functions are governed by the
Prospectus in effect at the time of the
transaction.]
POLICY LOANS
Policy Loan Interest Rate: 4.75% per year
Guaranteed Interest Rate Credited
To Loan Division: 4.00% per year
Minimum Loan Amount: $100
Maximum Loan Amount: See the Loan Provisions section.
PARTIAL WITHDRAWALS
Minimum Partial Withdrawal Amount: $100
MAXIMUM PARTIAL WITHDRAWAL AMOUNT: AMOUNT WHICH WILL LEAVE $500 AS THE NET
CASH SURRENDER VALUE
PARTIAL WITHDRAWAL SERVICE FEE: $25
LIMIT ON PARTIAL WITHDRAWALS: ONE PER POLICY YEAR
GUARANTEED INTEREST DIVISION
[Guaranteed Interest Rate For Guaranteed Interest Division 4.00% per year]
Form 2502 (VUL) - 6/98
Page 5D
<PAGE>
SCHEDULE (Continued)
To comply with the Definition of Life Insurance Test you have elected, the
policy's Base Death Benefit at any time will be at least equal to the Account
Value times the appropriate factor from this table.
DEFINITION OF LIFE INSURANCE DEATH BENEFIT FACTORS BASED ON
THE GUIDELINE PREMIUM / CASH VALUE CORRIDOR TEST
<TABLE>
<CAPTION>
ATTAINED FACTOR ATTAINED FACTOR ATTAINED FACTOR ATTAINED FACTOR
AGE AGE AGE AGE
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
0-40 2.50
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
41 2.43 56 1.46 71 1.13 86 1.05
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
42 2.36 57 1.42 72 1.11 87 1.05
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
43 2.29 58 1.38 73 1.09 88 1.05
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
44 2.22 59 1.34 74 1.07 89 1.05
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
45 2.15
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
60 1.30 75 1.05 90 1.05
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
46 2.09 61 1.28 76 1.05 91 1.04
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
47 2.03 62 1.26 77 1.05 92 1.03
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
48 1.97 63 1.24 78 1.05 93 1.02
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
49 1.91 64 1.22 79 1.05 94 1.01
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
50 1.85
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
65 1.20 80 1.05 95 1.01
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
51 1.78 66 1.19 81 1.05 96 1.01
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
52 1.71 67 1.18 82 1.05 97 1.01
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
53 1.64 68 1.17 83 1.05 98 1.01
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
54 1.57 69 1.16 84 1.05 99 1.01
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
55 1.50 70 1.15 85 1.05 100 and 1.00
older
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
- ---------------- ---------------- ---------------- --------------- --------------- --------------- --------------- --------------
</TABLE>
Form 2502 (VUL) - 6/98
Page 5E
<PAGE>
SCHEDULE (Continued)
[TABLE OF GUARANTEED RATES]
Guaranteed Maximum Cost of Insurance Rates Per $1000
(Policy)
<TABLE>
<CAPTION>
[Attained Monthly Cost of [Attained Monthly Cost of [Attained Monthly Cost of [Attained Monthly Cost of
Age] Insurance Rate Age] Insurance Rate Age] Insurance Rate Age] Insurance Rate
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------ ---------------- ------------ ---------------- ---------- ---------------- ---------- ----------------
0 0.34845 26 0.14419 51 0.60870 76 5.91225
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
1 0.08917 27 0.14252 52 0.66377 77 6.46824
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
2 0.08251 28 0.14169 53 0.72636 78 7.04089
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
3 0.08167 29 0.14252 54 0.79730 79 7.64551
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
4 0.07917 30 0.14419 55 0.87326 80 8.30507
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
5 0.07501 31 0.14836 56 0.95591 81 9.03761
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
6 0.07167 32 0.15252 57 1.04192 82 9.86724
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
7 0.06667 33 0.15919 58 1.13378 83 10.80381
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
8 0.06334 34 0.16669 59 1.23235 84 11.82571
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
9 0.06167 35 0.17586 60 1.34180 85 12.91039
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
10 0.06084 36 0.18670 61 1.46381 86 14.03509
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
11 0.06417 37 0.20004 62 1.60173 87 15.18978
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
12 0.07084 38 0.21505 63 1.75809 88 16.36948
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
13 0.08251 39 0.23255 64 1.93206 89 17.57781
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
14 0.09584 40 0.25173 65 2.12283 90 18.82881
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
15 0.11085 41 0.27424 66 2.32623 91 20.14619
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
16 0.12585 42 0.29675 67 2.54312 92 21.57655
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
17 0.13919 43 0.32260 68 2.77350 93 23.20196
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
18 0.14836 44 0.34929 69 3.02328 94 25.28174
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
19 0.15502 45 0.37931 70 3.30338 95 28.27411
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
20 0.15836 46 0.41017 71 3.62140 96 33.10676
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
21 0.15919 47 0.44353 72 3.98666 97 41.68475
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
22 0.15752 48 0.47856 73 4.40599 98 58.01259
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
23 0.15502 49 0.51777 74 4.87280 99 83.33333
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
24 0.15169 50 0.55948 75 5.37793
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
25 0.14752
- ------------ ---------------- ------------- ---------------- ---------- ---------------- ---------- ----------------
</TABLE>
The rates shown are for a standard rate class. If the policy is based on a
special rate class (other than standard), the maximum cost of insurance rates
will be adjusted using the rating factor shown in the Benefit Profile of the
Schedule for the special class. If the special rate class is a stated percentage
increase, the maximum cost of insurance rates will be determined by multiplying
the rates for a standard rate class shown above by the rating factor shown in
the Benefit Profile of the Schedule. If the special rate class is a flat amount
per $1,000, the maximum cost of insurance rates will be determined by adding the
flat amount per $1,000 shown in the Benefit Profile of the Schedule to the rate
per $1,000 for the standard rate class shown above. The rates shown above are
based on the 1980 Commissioners Standard Ordinary Smoker Composite Mortality
Table (Male), age nearest birthday.
Form 2502 (VUL) - 6/98
Page 5F
<PAGE>
DEFINITION OF TERMS
ACCOUNT VALUE - The sum of the amounts allocated to the Divisions of the
Variable Account and to the Guaranteed Interest Division, as well as any amount
set aside in the Loan Division to secure a Policy Loan.
ACCUMULATION UNIT - A unit of measurement used to calculate the Account Value in
each Division of the Variable Account.
ACCUMULATION UNIT VALUE - The value of the Accumulation Units of each Division
of the Variable Account. The Accumulation Unit Value is determined as of each
Valuation Date.
BASE DEATH BENEFIT - The Base Death Benefit is defined in the Base Death Benefit
provision of the policy.
CASH SURRENDER VALUE - The amount of your Account Value minus the Surrender
Charge, if any.
CUSTOMER SERVICE CENTER - Our administrative office whose
address is P. O. Box 173888; Denver, CO 80217.
DIVISION(S) OF THE VARIABLE ACCOUNT - The investment options available, each of
which invests in shares of one of the portfolios.
GENERAL ACCOUNT - The account which contains all of our assets other than those
held in the variable account or our other separate accounts.
GUARANTEED INTEREST DIVISION - Part of our General Account to which a portion of
the Account Value may be allocated and which provides guarantees of principal
and interest.
GUIDELINE ANNUAL PREMIUM - The premium used to calculate how Net Premium is
allocated to each segment of Stated Death Benefit and to determine any
persistency refund.
INITIAL PERIOD - The Initial Period ends on the earlier of: a) the date this
policy was delivered to you plus the Right to Examine Period, so long as we
receive notice of the delivery date at our Customer Service Center before the
date defined in (b), or (b) the date this policy is mailed from our Customer
Service Center plus five days and the Right to Examine Period.
INVESTMENT DATE -The date we allocate funds to your policy. We
will allocate the initial Net Premium to your policy on the Valuation
Date immediately following the latest of the date: 1) we receive the
amount of premium required for coverage to begin under the policy;
2) we have approved the policy for issue, and 3) all issue
requirements have been met and received in our Customer Service
Center.
LOAN DIVISION - Part of our General Account in which funds are set aside to
secure any outstanding Policy Loan and accrued loan interest when due.
MONTHLY PROCESSING DATE - The date each month on which the monthly deductions
from the Account Value are due. The first Monthly Processing Date will be the
policy date or the Investment Date, if later. Subsequent Monthly Processing
Dates will be the same date as the policy date each month thereafter unless this
is not a Valuation Date, in which case the Monthly Processing Date occurs on the
next Valuation Date.
NET ACCOUNT VALUE - The amount of the Account Value minus any Policy Loan and
accrued loan interest.
NET CASH SURRENDER VALUE - The amount of the Cash Surrender Value minus any
Policy Loan and accrued loan interest.
NET PREMIUM - The Net Premium equals the premium paid minus the premium expense
charges shown in the Schedule. These charges are deducted from the premiums
before the premium is applied to your Account Value.
Form 2502 (VUL) - 6/98
Page 6
<PAGE>
[PARTIAL WITHDRAWAL - The withdrawal of a portion of your Net Cash Surrender
Value from the policy. The Partial Withdrawal may cause a Surrender Charge to be
incurred and may reduce the amount of Base Death Benefit in force.]
POLICY LOAN - The sum of amounts you have borrowed from your policy, increased
by any Policy Loan interest capitalized when due, and reduced by any Policy Loan
repayments.
[RIGHT TO EXAMINE PERIOD - The period of time within which the owner may examine
the policy and return it for a refund.]
[SCHEDULED PREMIUM - The premium amount which you specify on the application as
the amount you intend to pay at fixed intervals over a specified period of time.
Premiums may be paid on a quarterly, semiannual, or annual basis, as you
determine; you need not pay the Scheduled Premium, and you may change it at any
time. Also, within limits, you may pay less or more than the Scheduled Premium.]
SEGMENT - The Stated Death Benefit shown on the Benefit Profile of the Schedule
is the initial Segment, or Segment 1. Each increase in the Stated Death Benefit
(other than an option change) is a new Segment. Each new Segment will be shown
separately on the Benefit Profile of the Schedule. The first year for a Segment
begins on the effective date of the Segment and ends one year later. Each
subsequent year begins at the end of the prior Segment year. Each new Segment
may be subject to a new minimum annual premium, new sales load, new surrender
charges, new cost of insurance charges and new incontestability and suicide
exclusion periods.
STATED DEATH BENEFIT -The sum of the Segments under the policy. The Stated Death
Benefit changes when there is an increase or a decrease or when a transaction on
the policy causes it to change (for example, a partial withdrawal under an
Option 1 Base Death Benefit may cause the Stated Death Benefit to change).
SURRENDER CHARGE - The charge made against your Account Value in the event of
surrender, policy lapse, requested reductions in the Stated Death Benefit, or
certain partial withdrawals. The Surrender Charge consists of the administrative
Surrender Charge and the sales Surrender Charge.
TARGET DEATH BENEFIT - The Target Death Benefit for your policy is defined in
the Adjustable Term Insurance Rider, if any, attached to the policy.
VALUATION DATE - Each date as of which the net asset value of the shares of the
investment portfolios and unit values of the Divisions are determined:
Except for days that a Division's corresponding portfolio does not value its
shares, a Valuation Date is any day:
(a) The New York Stock Exchange ("NYSE") is open for trading and on which
Security Life's Customer Service Center is open for business; or
(b) as may be required by law.
VALUATION PERIOD - The period which begins at 4:00 p.m. Eastern Time on a
Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding
Valuation Date.
Form 2502 (VUL) - 6/98
Page 6a
<PAGE>
INSURANCE COVERAGE PROVISIONS
EFFECTIVE DATE OF COVERAGE
[The policy date shown in the Schedule is the effective date for all coverage
provided in the original application. The effective date is subject to the
payment of the amount of premium required for coverage to begin under the policy
and the acceptance of the policy by you during the continued insurability of all
persons insured by this policy and any riders attached. The policy date is the
date from which we measure policy years and determine the Monthly Processing
Date. The first Monthly Processing Date is the Investment Date. Future Monthly
Processing Dates are the same calendar day of each month as the policy date
unless this is not a Valuation Date in which case the Monthly Processing Date
occurs on the next Valuation Date. A policy anniversary occurs each year on the
same month and day as the policy date unless this is not a Valuation Date in
which case the policy anniversary occurs on the next Valuation Date. If the
policy date is February 29th, the policy anniversary will be February 28th in
years in which there is not a February 29th. The effective date for new Segments
and additional benefits is shown in the Schedule.]
BASE DEATH BENEFIT
The Base Death Benefit will be, at any time, determined as follows:
Option 1: Under Option 1, the Base Death Benefit is the greater of:
(a) the Stated Death Benefit; or
(b) your Account Value multiplied by the appropriate factor
from the Definition of Life Insurance Factors shown in the
Schedule.
Option 2: Under Option 2, the Base Death Benefit is the greater of:
(a) the Stated Death Benefit plus the Account Value, or
(b) your Account Value multiplied by the appropriate factor
from the Definition of Life Insurance Factors shown in the
Schedule.
The Stated Death Benefit and the death benefit option are shown in the Schedule.
[This policy is designed to qualify as a life insurance contract under the
Internal Revenue Code. All terms and provisions of the policy shall be construed
in a manner consistent with that design. The Base Death Benefit in force at any
time shall not be less than the amount of insurance necessary to achieve such
qualification under the applicable provisions of the Internal Revenue Code in
existence at the time the policy is issued. We reserve the right to amend the
policy or adjust the amount of insurance when required. We will send you a copy
of any policy amendment.]
CHANGE IN REQUESTED INSURANCE COVERAGE
You may request that the insurance coverage be increased or decreased. Decreases
are not allowed before the first policy anniversary. The change in coverage may
not be for an amount less than $1,000. The effective date of the change will be
the monthly anniversary immediately following the date your written application
is approved by us. After any change to the Stated Death Benefit, you will
receive an amended Schedule reflecting the change, the benefit under any riders,
if applicable, the guaranteed cost of insurance rates, the Guideline Annual
Premium, the new target premium and the new Surrender Charge.
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REQUESTED INCREASES IN COVERAGE
[Subject to our limits, you may request an increase in the Stated Death Benefit.
An increase will become effective as of the monthly anniversary immediately
following the date your written application is approved by us. You must provide
evidence satisfactory to us that the insured is insurable according to our
normal rules of underwriting for this type of policy. This evidence will include
an application and may include required medical information. An increase will
consist of a new Segment of Stated Death Benefit . Each new Segment will result
in a new sales load which will be deducted from the premium allocated to the new
Segment. The new Segment may also be subject to a new minimum annual premium;
new surrender charges; new per thousand of Stated Death Benefit charges; new
cost of insurance charges and new incontestability and suicide exclusion
periods.]
REQUESTED DECREASES IN COVERAGE
[After the first policy anniversary, you may request a decrease in the Stated
Death Benefit. A decrease will be effective as of the monthly anniversary
immediately following the date your written application is approved by us. A
decrease will first reduce Adjustable Term Insurance Rider coverage, if attached
to your policy, and will then reduce each of the Stated Death Benefit Segments
in the same proportion as the Stated Death Benefit is reduced. A Surrender
Charge will apply if the Stated Death Benefit is decreased and the decrease
occurs during the 14 years following the policy date or the date of the prior
increase. If a Surrender Charge applies, it will be deducted from your Account
Value and future Surrender Charges will be reduced.]
[The Stated Death Benefit after any change must equal at least the lesser of the
Initial Stated Death Benefit or $50,000.]
DEATH BENEFIT OPTION CHANGES
[Beginning with the first policy anniversary and ending with the policy
anniversary nearest the insured's 100th birthday, you may request a change to
the death benefit option. Changes must be requested at least 30 days prior to
the policy anniversary. This change will be effective as of the policy
anniversary. A death benefit option change applies to the entire Stated Death
Benefit. For us to approve a change to the death benefit option from Option 1 to
Option 2, you must submit evidence to us that the insured is insurable according
to our normal rules of underwriting for that type of policy. This evidence will
include an application and may include required medical information. We may not
allow any change if it would reduce the Stated Death Benefit below the minimum
we require to issue this policy at the time of reduction. After the effective
date of the change, the Stated Death Benefit will be changed according to the
following table:]
OPTION CHANGE
FROM TO STATED DEATH BENEFIT FOLLOWING CHANGE EQUALS:
Option 1 Option 2 Stated Death Benefit prior to such change minus your
Account Value as of the effective date of the change.
Option 2 Option 1 Stated Death Benefit prior to such change plus your
Account Value as of the effective date of the change.
For purposes of death benefit option changes, your Account Value will be
allocated to each Segment in the same proportion that Segment bears to the
Stated Death Benefit as of the effective date of the change.
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CONTINUATION OF COVERAGE AFTER AGE 100
If the policy is in force on the policy anniversary nearest the insured's 100th
birthday, the policy will continue pursuant to the terms of the policy, except:
on this date, the following will occur: (1) if an Adjustable Term Insurance
Rider (ATR) is attached to the policy, the Target Death Benefit defined in the
ATR will become the Stated Death Benefit for the policy and the ATR will
terminate; (2) all other riders attached to the policy will also terminate; (3)
the portion of your Account Value invested in the divisions of the Variable
Account will be transferred into the Guaranteed Interest Division and no further
investment in the divisions of the Variable Account will be allowed; and (4) if
the death benefit option in force on the policy is Option 2, the policy will be
converted to death benefit option 1 in accordance with the procedures outlined
in the Death Benefit Option Changes provision of the policy and no further
changes will be allowed to the death benefit option.
[After the policy anniversary nearest the insured's 100th birthday, no further
premiums will be accepted and no monthly deductions will be made. However, a one
time administrative fee of $200 will be charged against the policy's Account. We
will continue to credit interest to the Account Value. Policy loans and
withdrawals continue to be available. Any existing policy loan will continue.
Policy loan interest will continue to accrue. Payments on policy loans and
policy loan interest will be accepted. The policy will enter the 61-day grace
period if the surrender value is zero or less.]
PAYOUT OF PROCEEDS
The proceeds is the amount we will pay:
a) upon surrender of the policy, or
b) upon the death of the insured.
The proceeds upon surrender of this policy will be the Net Cash Surrender Value.
The amount of proceeds payable upon the death of the insured will be the Base
Death Benefit in effect on the date of the insured's death; plus any amounts
payable from any additional benefits provided by rider; minus any outstanding
Policy Loan including accrued but unpaid interest; minus any unpaid monthly
deductions incurred prior to the date of death.
The calculation of the death proceeds will be computed as of the date of the
insured's death.
[We will determine the amount of proceeds payable upon the death of the insured
when we have received due proof of death and any other information which is
necessary to process the claim. Any proceeds we pay are subject to adjustments
as provided in the Misstatement of Age or Sex, Suicide Exclusion and
Incontestability provisions.]
[We will pay proceeds in one sum unless you request an alternate form of
payment. There are many possible methods of payment. The available payout
options are described in the Payouts Other Than As One Sum provision. Contact us
or your registered representative for additional information. Interest will be
paid on the one sum death proceeds from the date of death of the insured to the
date of payment, or until a payout option is selected. Interest will be at the
rate we declare, or at any higher rate required by law.]
[ ] PREMIUM PROVISIONS
INITIAL PREMIUM ALLOCATION
If the Initial Period has not ended on the Investment Date, Net Premium amounts
designated for allocation to divisions of the Variable Account will be allocated
to the money market division and any Net Premium amount designated for
allocation to the Guaranteed Interest division will be allocated to that
division. On the Valuation Date immediately following the end of the Initial
Period, the balance of the money market division will be
Form 2502 (VUL) - 6/98
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transferred to the other Divisions of the Variable Account according to the
allocations shown in the latest instructions received from you at our Customer
Service Center. The amounts allocated to the Guaranteed Interest division will
remain in that division.
If the Initial Period has ended on the Investment Date, Net Premium amounts will
be allocated to divisions of the Variable Account and/or the Guaranteed Interest
Division in accordance with the allocation shown in your the latest instructions
received at our Customer Service Center.
SUBSEQUENT PREMIUM ALLOCATIONS
After the initial premium allocation, all future scheduled and unscheduled
premiums will be allocated to the Investment Divisions in accordance with the
allocation shown in the latest instructions received at our Customer Service
Center (unless you otherwise specify in writing) on the Valuation Date
immediately following our receipt of the premium at our Customer Service Center.
CHANGES TO PREMIUM ALLOCATIONS
[You may change your premium allocation in accordance with instructions included
in your annual policy prospectus. If the change causes a premium allocation
charge to be incurred according to the Schedule, we will deduct a charge from
the divisions of the Variable Account and the Guaranteed Interest Division in
the same proportion that your Account Value of each Division bears to your Net
Account Value.]
SCHEDULED PREMIUMS
[The Scheduled Premium as shown in the Schedule may be paid while this policy is
in force prior to the policy anniversary nearest the insured's 100th birthday.
You may increase or decrease the amount of the Scheduled Premium, subject to
limits we may set and provisions in the Premium Limitation Section. Under
conditions provided in the Grace Period provision and the Guarantee Period
provision you may be required to make premium payments to keep the policy in
force. You may pay premiums on a monthly basis through an automated payment
facility. All payment modes are subject to our minimum requirements for the
payment mode selected.]
UNSCHEDULED PREMIUMS
[You may make unscheduled premium payments at any time the policy is in force
prior to the policy anniversary nearest the insured's 100th birthday, subject to
the Premium Limitation section. Unless you tell us otherwise, these premium
payments will first be applied to reduce or pay off any existing Policy Loan
and, as such, premium expense charges will not be deducted. We may limit the
amount of such unscheduled premium payments if the payment would result in an
increase in the Base Death Benefit. If the net amount at risk is increased as a
result of an unscheduled premium, we may require evidence of insurability
satisfactory to us that the insured is insurable according to our normal rules
of underwriting for this type of policy. This evidence will include an
application and may include required medical information. The net amount at risk
is the difference between the Base Death Benefit and your Account Value.]
NET PREMIUM
The Net Premium equals the premium paid minus the premium expense charges shown
in the Schedule. Premiums allocated to a new Segment will be subject to a new
sales load. Premiums are allocated in the same proportion that the Guideline
Annual Premium of each Segment bears to the sum of the Guideline Annual Premiums
of all Segments. The Guideline Annual Premium for each Segment is shown in the
Schedule. The target premium for each Segment is also shown in the Schedule.
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PREMIUM LIMITATION
If the Definition of Life insurance test used for your policy is the Guideline
Premium / Cash Value Corridor Test, we will not accept any premium that causes
your policy not to qualify as a life insurance policy under the Internal Revenue
Code. No premium may be paid after the insured's death.
[ ] VARIABLE ACCOUNT PROVISIONS
THE VARIABLE ACCOUNT
[The Variable Account is an account established by us, pursuant to the laws of
the State of Colorado, to separate the assets funding the benefits for the class
of policies to which this policy belongs from the other assets of Security Life
of Denver Insurance Company.]
[The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940. All income, gains and losses, whether or not
realized, from assets allocated to the Variable Account are credited to or
charged against the Variable Account without regard to income, gains or losses
of our General Account. The assets of the Variable Account are our property but
are separate from our General Account and our other Variable Accounts. That
portion of the assets of the Variable Account which is equal to the reserves and
other policy liabilities with respect to the Variable Account is not subject to
creditor claims against us.]
VARIABLE ACCOUNT DIVISIONS
[The Variable Account is divided into divisions, each of which invests in a
series fund portfolio designed to meet the objectives of the division. The
current eligible divisions are shown in your annual policy prospectus. We may,
from time to time, add additional divisions. If we do, you may be permitted to
select from these other divisions subject to the terms and conditions we may
impose on those allocations.]
We reserve the right to limit the number of divisions in which you may invest
over the life of the policy. This limit, if any, will be listed in the updated
policy prospectus provided to you each year.
CHANGES WITHIN THE VARIABLE ACCOUNT
[When permitted by law, and subject to any required notice to you and approval
of the Securities and Exchange Commission ("SEC"), state regulatory authorities
or policy owners, we may from time to time make the following changes to the
Variable Account:
o Make additional divisions available. These divisions will invest in
investment portfolios we find suitable for the policy.
o Eliminate divisions from the Variable Account, combine 2 or more
divisions, or substitute a new portfolio for the portfolio in which a
division invests. A substitution may become necessary if, in our
judgment, a portfolio no longer suits the purposes of the policy. This
may happen due to a change in laws or regulations, or a change in a
portfolio's investment objectives or restrictions. This may also happen
if the portfolio is no longer available for investment, or for some other
reason, such as a declining asset base.
o Transfer assets of the Variable Account, which we determine to be
associated with the class of policies to which your policy belongs, to
another Variable Account.
o Withdraw the Variable Account from registration under the Investment
Company Act of 1940.]
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o Operate the Variable Account as a management investment company under
the Investment Company Act of 1940.
o Cause one or more divisions to invest in a mutual fund other than or in
addition to the portfolios.
[o Discontinue the sale of policies.]
[o Terminate any employer or plan trustee agreement with us pursuant to its
terms.]
[o Restrict or eliminate any voting rights as to the Variable Account.]
[o Make any changes required by the Investment Company Act of 1940 or the
rules or regulations thereunder.]
GENERAL ACCOUNT PROVISIONS
THE GENERAL ACCOUNT
The General Account holds all of our assets other than those held in the
Variable Account or our other separate accounts. The Guaranteed Interest
division is a part of our General Account.
GUARANTEED INTEREST DIVISION
[The Guaranteed Interest division is another division to which you may allocate
premiums or make transfers. The Account Value of the Guaranteed Interest
division is equal to the Net Premium allocated to this division plus any earned
interest minus deductions taken from this division. Interest is credited at the
guaranteed rate shown in the schedule or may be credited at a higher rate. Any
higher rate is guaranteed to be in effect for at least 12 months.]
LOAN DIVISION
The Loan Division is the account which is set aside to secure the Policy Loan,
if any. See the Loan Provision section for information.
TRANSFER PROVISIONS
[After the Initial Period and until the policy anniversary nearest the insured's
100th birthday, your Account Value in each division may be transferred to any
other division of the Variable Account or to the Guaranteed Interest division
upon your request. On the policy anniversary nearest the insured's 100th
birthday, your Account Value in each division of the Variable Account will be
transferred into the Guaranteed Interest Division and no further transfers will
be allowed. One transfer from the Guaranteed Interest division into the variable
divisions may be made during the first 30 days of each policy year. Additional
limitations, requirements and charges for transfers will be listed in and
governed by your annual policy prospectus in effect at the time of the transfer.
We reserve the right to modify these limitations, requirements and charges from
time to time.]
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ACCOUNT VALUE PROVISIONS
The Account Value is the sum of the current amounts allocated to the divisions
of the Variable Account and to the Guaranteed Interest Division plus your
balance in the Loan Division.
The Account Value is based on the amount and number of premiums paid, policy and
rider charges assessed, loans and withdrawals taken, monthly deductions, premium
expense charges, transaction charges, any Surrender Charges, and the investment
experience or credited interest of the division to which your Account Value is
allocated.
Your Net Account Value is equal to your Account Value minus any Policy Loan and
accrued but unpaid loan interest.
ACCOUNT VALUES ON THE INVESTMENT DATE
The Account Value of each division of the Variable Account and the Guaranteed
Interest Division as of the Investment Date is equal to:
a) The allocation to that division of the first Net Premium paid; minus
b) The portion of any monthly deductions due on the Investment Date
allocated to that division.
ACCUMULATION UNIT VALUE
The investment experience of a division of the Variable Account is determined as
of each Valuation Date. We use an Accumulation Unit Value to measure the
experience of each of the Variable Account Divisions during a Valuation Period.
We set the Accumulation Unit Value at $10 on the Valuation Date when the first
investments in each division of the Variable Account are made. The Accumulation
Unit Value for a Valuation Period equals the Accumulation Unit Value for the
preceding Valuation Period multiplied by the Accumulation Experience Factor
defined below for the Valuation Period.
The number of units for a given transaction related to a division of the
Variable Account as of a Valuation Date is determined by dividing the dollar
value of that transaction by that division's Accumulation Unit Value for that
date.
ACCUMULATION EXPERIENCE FACTOR
For each Division of the Variable Account, the Accumulation Experience Factor
reflects the investment experience of the portfolio in which that division
invests and the charges assessed against that division for a Valuation Period.
The Accumulation Experience Factor is calculated as follows:
a) The net asset value of the portfolio in which that division invests as
of the end of the current Valuation Period; plus
b) The amount of any dividend or capital gains distribution declared and
reinvested in the portfolio in which that division invests during the
current Valuation Period; minus
c) A charge for taxes, if any.
[d) The result of (a), (b) and (c) divided by the net asset value of the
portfolio in which that division invests as of the end of the preceding
Valuation Period; minus]
e) The daily equivalent of the annual mortality and expense risk charge
shown in the Schedule for each day in the current Valuation Period.
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ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT
On subsequent Valuation Dates after the Investment Date, your Account Value of
each Division of the Variable Account is calculated as follows:
a) The number of Accumulation Units in that division as of the beginning of
the current Valuation Period multiplied by that division's Accumulation
Unit Value for the current Valuation Period; plus
b) Any additional Net Premiums allocated to that division during the
current Valuation Period; plus
c) Any Account Value transferred to or minus any Account Value transferred
from the Variable Division during the current Valuation Period
(including the applicable portion of any transfer fee); minus
d) Any Partial Withdrawals allocated to that division and any applicable
withdrawal service fees which are allocated to the Variable Division
during the current Valuation Period; plus
e) Any amounts released from the Loan Division as a result of a loan or
loan interest payment, or minus amounts transferred to the Loan Division
as of a result of any loans which are allocated to the Variable Division
during the current Valuation Period; minus
f) The portion of any Surrender Charge resulting from a decrease in Stated
Death Benefit allocated to the Division; minus
g) The portion of the monthly deduction allocated to the Variable Division,
if a Monthly Processing Date occurs during the current Valuation Period.
ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION
On Valuation Dates after the Investment Date, your Account Value of the
Guaranteed Interest Division is calculated as follows:
a) The Account Value of the Guaranteed Interest Division at the end of the
preceding Valuation Period plus interest at the declared rate credited
during the current Valuation Period; plus
b) Any additional Net Premiums allocated to the Guaranteed Interest
Division plus interest credited to these premiums during the current
Valuation Period; plus
c) Any Account Value transferred to or minus any Account Value transferred
from the Guaranteed Interest Division during the current Valuation
Period (including the applicable portion of any transfer fee); minus
d) Any Partial Withdrawals taken and any applicable withdrawal service fees
which are allocated to the Guaranteed Interest Division during the
current Valuation Period; plus
e) Any amounts released from the Loan Division as a result of a loan or
loan interest payment, or minus amounts transferred to the Loan Division
as a result of any loans which are allocated to the Guaranteed Interest
Division during the current Valuation Period; minus
f) The portion of any Surrender Charge resulting from a decrease in Stated
Death Benefit allocated to the Guaranteed Interest Division, minus
g) The portion of the monthly deduction allocated to the division, if a
Monthly Processing Date occurs during the current Valuation Period.
ACCOUNT VALUE OF THE LOAN DIVISION
On Valuation Dates after the Investment Date, your Account Value of the Loan
Division is equal to:
a) The Account Value of the Loan Division on the prior Valuation Date; plus
b) Any interest credited to the Loan Division during the Valuation Period;
plus
c) An amount equal to any additional loans since the prior Valuation Date;
minus
d) Any loan repayments, including payment of loan interest in cash; plus
e) The amount of accrued loan interest if the Valuation Date is a policy
anniversary; minus
f) The amount of interest credited to the Loan Division during the year if
the Valuation Date is a policy anniversary.
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On policy anniversaries, any amount of interest credited to the Loan Division
during the year is transferred from the Loan Division to the Variable Account
and Guaranteed Interest Divisions according to your premium allocation then in
effect.
MONTHLY DEDUCTION AND REFUND
MONTHLY DEDUCTION
The monthly deduction is equal to:
a) the cost of insurance charges for this policy; plus
b) the monthly charges for any other additional benefits provided by rider;
plus
c) the monthly expense charges shown in the Schedule.
The monthly deductions are allocated to the divisions of the Variable Account
and Guaranteed Interest Division in the same proportion that your Account Value
in the division bears to your net Account Value as of the Monthly Processing
Date. This deduction is taken from your Account Value as of the Monthly
Processing Date. After the policy anniversary nearest the insured's 100th
birthday, no further monthly deductions will be made.
COST OF INSURANCE
[The cost of insurance is determined on a monthly basis for each Segment. Such
cost is the monthly cost of insurance rate for the insured's premium class for
each Segment multiplied by the net amount at risk. The net amount at risk is (a)
minus (b) where:]
a) is the Base Death Benefit for all Segments as of the Monthly Processing
Date after the monthly deductions (other than cost of insurance charges
for the Base Death Benefit, any Adjustable Term Insurance Rider and any
Waiver of Monthly Deductions Rider), divided by 1 plus the monthly
equivalent of the guaranteed interest rate for the Guaranteed Interest
Division as shown in the Schedule; and
b) is your Account Value as of the Monthly Processing Date after the
monthly deductions (other than the cost of insurance for the Base Death
Benefit, any Adjustable Term Insurance Rider and any Waiver of Monthly
Deduction Rider).
[The cost of insurance rates will be determined by us from time to time. They
will be based on the sex and age as of the effective date of coverage, the
duration since the coverage began and the premium class. Any change in rates
will apply to all individuals of the same premium class and whose policies have
been in effect for the same length of time. The rates will never exceed those
rates shown in the Table of Guaranteed Rates in the Schedule as adjusted for any
special premium class.]
Each time there is a new Segment, the net amount at risk will be allocated to
each Segment in the same proportion that Segment bears to the Stated Death
Benefit. Different rates will apply to each Segment depending upon the premium
class, the age as of the effective date of the increase and the duration since
the effective date of the increase.
PERSISTENCY REFUND
[Each month, we will credit your Net Account Value with a persistency refund for
each Segment of the Stated Death Benefit which remains in force after its 10th
Segment year. (Such a Segment is referred to as a qualifying segment.) The
monthly refund is equal to .0005 times the Account Value allocated to the
Divisions of the Variable Account and the Loan Division times the sum of the
persistency factors for the qualifying segments. The persistency factor for a
qualifying segment equals: the qualifying segment's Guideline Annual Premium
multiplied by the number of years the
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qualifying segment has been in force, divided by the sum of the Guideline Annual
Premium for each qualifying and non-qualifying segment multiplied by the number
of years such segment has been in force.]
The persistency refund will be added to the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each division bears to your Net Account Value as of the Monthly
Processing Date.
LOAN PROVISIONS
POLICY LOANS
[You may obtain a Policy Loan after the first policy anniversary. The maximum
amount you may borrow at any time equals the Net Cash Surrender Value on the
date of the loan request less all monthly deductions to the next policy
anniversary. The Policy Loan is a first lien on your policy. The minimum amount
you may borrow is shown in the Schedule. The outstanding Policy Loan amount is
equal to the loan amount as of the beginning of the policy year plus new loans
and minus loan repayments, plus accrued interest.]
LOAN INTEREST
[The annual Policy Loan interest rate is shown in the Schedule. If a loan is
made, interest is due and payable at the end of the policy year. Thereafter,
interest on the loan amount is due annually at the end of each policy year until
the loan is repaid. If interest is not paid when due, it is added to the Policy
Loan.]
If the Policy Loan amount and any accrued interest equals or exceeds the Cash
Surrender Value, a premium sufficient to keep this policy in force must be paid
as provided in the Grace Period Provision.
LOAN DIVISION
When a Policy Loan is taken or when interest is not paid in cash when due, an
amount equal to the loan (or unpaid loan interest, respectively) is transferred
from the divisions of the Variable Account and the Guaranteed Interest Division
to the Loan Division to secure the loan. This amount will be deducted from the
divisions of the Variable Account and the Guaranteed Interest Division in the
same proportion that your Account Value in each division bears to your Net
Account Value as of the date the transfer is effective unless otherwise
specified in your instructions to us.. Your Account Value in the Loan Division
will be credited with interest at the interest rate for the Loan Division shown
in the Schedule.
When a loan repayment is made an amount equal to the repayment is transferred
from the Loan Division to the Guaranteed Interest Division and the divisions of
the Variable Account in the same proportion as your current premium allocation
unless you request a different allocation.
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PARTIAL WITHDRAWAL PROVISIONS
You may apply for a Partial Withdrawal of your Account Value on any Monthly
Processing Date after the first policy anniversary by writing to us at our
Customer Service Center. The minimum and maximum Partial Withdrawal amounts are
shown in the Schedule. When a Partial Withdrawal is made, the amount of the
withdrawal plus a service fee is deducted from your Account Value. The amount of
the service fee is shown in the Schedule. We limit the number of Partial
Withdrawals in a policy year and this number is shown in the Schedule.
[If the Stated Death Benefit is reduced by a Partial Withdrawal during the first
14 years following the policy date or following an increase in the Stated Death
Benefit, a Surrender Charge will be deducted from your Account Value.]
The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the
Base Death Benefit has been increased to qualify your policy as life insurance
under the Internal Revenue Code and the amount withdrawn is no greater than that
which reduces your Account Value to the level which no longer requires the Base
Death Benefit to be increased for Internal Revenue Code purposes.
[For a policy under an Option 1 death benefit, the Stated Death Benefit is not
reduced by a Partial Withdrawal in the circumstances described above. In
addition, if no more than 15 years have elapsed since the policy date and the
insured is not yet age 81, a Partial Withdrawal of an amount up to 10% of your
Account Value or, if greater, 5% of the Stated Death Benefit, calculated
immediately before the Partial Withdrawal is taken will not reduce the Stated
Death Benefit. Any additional amount withdrawn reduces your Stated Death Benefit
by that additional amount.]
For a policy under an Option 2 death benefit, a Partial Withdrawal does not
reduce your Stated Death Benefit.
Any reduction in death benefit or Account Value will occur as of the date the
Partial Withdrawal occurs. No Partial Withdrawal will be allowed if the Stated
Death Benefit remaining in force after any such Partial Withdrawal would be
reduced below the the lesser of the Initial Stated Death Benefit or $50,000.
For a policy under an Option 2 death benefit, a Partial Withdrawal generally
reduces the Base Death Benefit by the amount of the withdrawal. Under any death
benefit option, if the Base Death Benefit has been increased in order to qualify
your policy as a life insurance contract under the Internal Revenue Code, the
Partial Withdrawal reduces the Base Death Benefit by an amount greater than the
withdrawal.
If the Stated Death Benefit is reduced during the first 7 years of a coverage
segment, a new target premium will be calculated and future maximum Surrender
Charges will be reduced. If the Stated Death Benefit is reduced after the first
7 years of a coverage segment, the Surrender Charge is reduced in the same
proportion that the Stated Death Benefit is reduced.
You may specify how much of the withdrawal you wish taken from each division of
the Variable Account or from the Guaranteed Interest Division. You may not
withdraw from the Guaranteed Interest Division more than the total withdrawal
times the ratio of your Account Value in the Guaranteed Interest Division to
your Net Account Value immediately prior to the withdrawal. Unless you indicate
otherwise, we will make the withdrawal from the amounts in the Guaranteed
Interest Division and the divisions of the Variable Account in the same
proportion that your Account Value in each division bears to your Net Account
Value immediately prior to the withdrawal. The withdrawal service fee and any
Surrender Charge deducted from your Account Value is deducted from each Variable
Division and the Guaranteed Interest Division in the same proportion that your
Account Value of each division bears to your Net Account Value immediately after
the withdrawal.
We may send you a new Schedule to reflect the effect of the withdrawal, if there
is any change to the Stated Death Benefit and Surrender Charges. We may ask you
to return your policy to our Customer Service Center to make this change. The
withdrawal and the reductions in death benefits will be effective as of the
Valuation Date after we receive your request.
Form 2502 (VUL) - 6/98
Page 17
<PAGE>
SURRENDER PROVISIONS
SURRENDER VALUE
The Net Cash Surrender Value on any date will be your Account Value minus any
applicable Surrender Charge and minus any Policy Loan including accrued but
unpaid loan interest.
SURRENDER CHARGES
[A separate Surrender Charge will apply to each Stated Death Benefit Coverage
Segment. The Surrender Charge for this policy is the sum of the Surrender Charge
for each Coverage Segment of Stated Death Benefit. The Surrender Charge will not
exceed the total maximum Surrender Charge shown in the Schedule. For purposes of
calculating the Surrender Charge for a Coverage Segment premiums are allocated
to a Segment in the same proportion that the Guideline Annual Premium of each
Segment bears to the sum of the Guideline Annual Premiums of all Segments. The
Guideline Annual Premium for each Coverage Segment is shown in the Schedule.]
For each Segment, the Surrender Charge consists of an administrative Surrender
Charge and a sales Surrender Charge.
The administrative Surrender Charge for each Segment is determined from the
administrative Surrender Charge table in the Schedule. It depends on the
Segment's issue age, effective date and initial Stated Death Benefit which are
in the Schedule.
[For the first 7 policy years following the effective date of a Segment, the
sales Surrender Charge is the lesser of: 50% of the target premium for the
Segment; or 25% of the sum of all premiums paid up to the target premium for the
Segment plus 5% of the sum of all premiums paid in excess of the target premium
for the Segment. Thereafter, the sales Surrender Charge for the Segment
decreases at the beginning of each year following the 7th policy year from the
effective date of the Segment by 12.5% of the sales Surrender Charge in effect
at the end of the 7th policy year until it reaches zero at the beginning of the
15th policy year following the Segment's effective date or the policy year the
insured reaches age 98, whichever is sooner.]
During the first 14 policy years or within 14 years of the effective date of an
increase in the Stated Death Benefit Segment, if you request a decrease to the
Stated Death Benefit or take a Partial Withdrawal which causes the Stated Death
Benefit to decrease, the administrative Surrender Charge will decrease in the
same proportion that the Stated Death Benefit decreases.
[Upon a decrease in the Stated Death Benefit, a portion of the Surrender Charge
will be deducted from your Account Value. The amount of the Surrender Charge
which will be deducted from your Account Value will equal the Surrender Charge
in effect before the decrease minus the Surrender Charge in effect after the
decrease. If a decrease to the Stated Death Benefit occurs after the first 7
years of a Segment, the maximum Surrender Charges for the remaining policy will
be reduced by the percentage that the Stated Death Benefit is decreased. If a
decrease occurs during the first 7 years of a Segment, the target premium will
be recalculated; future maximum Surrender Charges for that Segment will be
reduced. A Surrender Charge is not deducted from your Account Value if the
Stated Death Benefit is decreased because the death benefit option is changed.
If the Surrender Charge deducted from your Account Value causes your Net Cash
Surrender Value to become zero or less, you may enter the Grace Period (see
Grace Period).]
Form 2502 (VUL) - 6/98
Page 18
<PAGE>
BASIS OF COMPUTATIONS
[The Cash Surrender Value under the policy is not less than the minimums
required as of the policy date by the state in which your policy was delivered.
A detailed statement of the method of computation of policy values under the
policy has been filed with the insurance department of the state in which the
policy was delivered, if required.]
FULL SURRENDERS
[You may surrender your policy after the Right to Examine Period or at any time
during the lifetime of the Insured and receive the Net Cash Surrender Value. We
will compute the Net Cash Surrender Value as of the next Valuation Date after we
receive both your request and the policy at our Customer Service Center. This
policy will be canceled as of the date we receive your request, and there will
be no further benefits under this policy.]
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS
GRACE PERIOD
If the following three conditions occur on a Monthly Processing Date, the policy
will enter into the 61 day Grace Period:
a) The Net Cash Surrender Value is zero or less, and
b) The Three Year Continuation Period described below has expired or the
required premium for the three year continuation period has not been
paid; and
[c) The Guarantee Period described below has expired or been terminated.]
[We will give you a 61 day Grace Period from this Monthly Processing Date to
make the required premium payment. The required premium payment then due must be
paid to keep the policy in force. If this amount is not received in full by the
end of the Grace Period, the policy will lapse without value. The required
premium payment will be equal to past due charges plus an amount we expect to be
sufficient to keep the policy and any riders in force for 2 months following the
receipt of the required premium payment. If we receive at least the required
premium payment during the Grace Period we will make deductions from the Net
Premium payment for the past due amounts and apply any remaining amount as
premium to the policy.]
[Notice of the amount of the required premium payment will be mailed to you or
any assignee at the last known address at least 30 days before the end of the
Grace Period. If the insured dies during the Grace Period, we will deduct any
overdue monthly deductions from the death proceeds of the policy.]
Form 2502 (VUL) - 6/98
Page 19
<PAGE>
THREE YEAR CONTINUATION PERIOD
[During the first 3 policy years, your policy will remain in force regardless of
the Net Account Value, if, on a Monthly Processing Date, the sum of your
premiums paid minus the sum of your partial withdrawals, policy loans and
accrued but unpaid policy loan interest is not less than the sum of the
applicable minimum monthly premiums for each policy month starting with the
first policy month to and including the policy month which begins on the current
Monthly Processing Date. Each minimum monthly premium equals 1/12 of the minimum
annual premium. The minimum annual premium is shown in the Schedule. We use this
premium for each policy month until the effective date of a change in the Stated
Death Benefit. If there is a change, the new Schedule will show the applicable
minimum annual premium for subsequent policy years during the 3 year period.]
[GUARANTEE PERIOD
[The policy will not terminate during the guarantee period even if the Net
Account Value is zero except as provided below.]
[Each monthly guarantee period premium equals 1/12 of the guarantee period
annual premium. The guarantee period annual premium is shown in the Schedule. We
use this premium for each policy year until the effective date of a change in
the Stated Death Benefit. If there is a change, a new Schedule will show the
applicable minimum guarantee period annual premium for subsequent policy years.]
[The guarantee period will expire on the later of the 10th policy anniversary or
the policy anniversary nearest the Insured's 65th birthday. The guarantee period
will terminate prior to the guarantee period expiration date if, on any Monthly
Processing Date:
a) the actual premiums paid, minus the amount of any partial withdrawals and
any policy loan including accrued but unpaid interest are less than
b) the sum of the guarantee monthly premiums for each policy month starting
with the first policy month to and including the policy month that begins on
the current Monthly Processing Date.]
[The guarantee period will also terminate if your Account Value, on any Monthly
Processing Date, is not diversified according to the following rules:
a) No more than 35% of your Net Account Value may be invested in any one
division; and
b) Your Net Account Value must be invested in at least 5 divisions.]
[You will satisfy these diversification requirements if: (i) you are
participating in the automatic rebalancing feature defined in and governed by
the policy prospectus in effect on the policy effective date and your automatic
rebalancing allocations comply with the diversifications specified above; or
(ii) you elect dollar cost averaging and direct the resulting transfers into at
least four other divisions with no more than 35% of any transfer being to any
one division.]
TERMINATION
All coverage provided by this policy will end as of the earliest of:
a) The date the policy is surrendered;
b) The date of death of the insured; or
c) The date the Grace Period ends without payment of the required premium.
Form 2502 (VUL) - 6/98
Page 20
<PAGE>
REINSTATEMENT
[The policy may be reinstated within five years after the beginning of the Grace
Period. The reinstatement will be effective as of the Monthly Processing Date on
or next following the date we approve your written application.]
We will reinstate the policy and any riders if the following conditions are met:
a) You have not surrendered the policy for its Net Cash Surrender Value;
b) You submit evidence satisfactory to us that the insured and those
insured under any riders are still insurable according to our normal
rules of underwriting for this type of policy; and
[c) We receive payment of the amount of premium sufficient to keep the
policy and any riders in force from the beginning of the Grace Period to
the end of the expired Grace Period and for 2 months after the date of
reinstatement. We will let you know, at the time you request
reinstatement, the amount of premium needed for this purpose.]
The Surrender Charge as of the date of reinstatement will equal the Surrender
Charge as of the beginning of the Grace Period.
We will reinstate any Policy Loan, with accrued loan interest to the end of the
Grace Period, which existed when coverage ended.
Upon reinstatement, the Net Premium received minus past due amounts will be
allocated to the Divisions of the Variable Account and the Guaranteed Interest
Division according to the premium allocation percentages in effect at the start
of the Grace Period or as directed by you in writing at the time of
reinstatement.
DEFERRAL OF PAYMENT
[Requests for transfers, withdrawals or payment of proceeds for a full surrender
will be mailed within 7 days of receipt of the request in a form acceptable to
us. However, we may postpone the processing of any such Variable Account
transactions for any of the following reasons:
a) The NYSE is closed, other than customary weekend and holiday closings.
b) Trading on the NYSE is restricted by the SEC.
c) The SEC declares that an emergency exists as a result of which disposal
of securities in the Variable Account is not reasonably practicable to
determine your Account Value in the divisions.
d) A governmental body having jurisdiction over the Variable Account by
order permits such suspension.]
Rules and regulations of the SEC, if any, are applicable and will govern as to
whether conditions described in (b), (c), or (d) exist.
[Death proceeds will be paid within 7 days of determination of the proceeds and
are not subject to deferment. We may defer for up to 6 months payment of any
surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest
Division.]
Form 2502 (VUL) - 6/98
Page 21
<PAGE>
GENERAL POLICY PROVISIONS
THE POLICY
[The policy, including the original application and applications for an
increase, riders, endorsements, any Schedule pages, and any reinstatement
applications make up the entire contract between you and us. A copy of the
original application will be attached to the policy at issue. A copy of any
application as well as a new Schedule will be attached or furnished to you for
attachment to the policy at the time of any change in coverage. In the absence
of fraud, all statements made in any application will be considered
representations and not warranties. No statement will be used to deny a claim
unless it is in an application.]
AGE
The policy is issued at the age shown in the Schedule. This is the insured's age
nearest birthday on the policy date. The insured's age at any time is the age
shown in the Schedule increased by the number of completed policy years.
PROCEDURES
We must receive any election, designation, assignment or any other change
request you make in writing, except those specified on the application. It must
be in a form acceptable to us. We may require a return of the policy for any
change or for a full surrender. We are not liable for any action we take before
we receive and record the written request at our Customer Service Center.
[In the event of the death of the insured, please let us or our agent know as
soon as possible. Claim procedure instructions will be sent to the beneficiary
immediately. We may require proof of age and a certified copy of the death
certificate. We may require the beneficiary and next of kin to sign
authorizations as part of due proof. These authorization forms allow us to
obtain information about the Insured, including, but not limited to, medical
records of physicians and hospitals used by the insured.]
OWNERSHIP
The original owner is the person named as the owner in the application. You, as
the owner, can exercise all rights and receive the benefits during the insured's
life. This includes the right to change the owner, beneficiaries, and methods
for the payment of proceeds. All rights of the owner are subject to the rights
of any assignee and any irrevocable beneficiary.
You may name a new owner by sending written notice to us. The effective date of
the change to the new owner will be the date you sign the notice. The change
will not affect any payment made or action taken by us before recording the
change at our Customer Service Center.
BENEFICIARIES
The primary beneficiary surviving the insured will receive any death proceeds
which become payable. Surviving contingent beneficiaries are paid death proceeds
only if no primary beneficiary has survived the insured. If more than one
beneficiary in a class survives the insured, they will share the death proceeds
equally, unless your designation provides otherwise. If there is no designated
beneficiary surviving, you or your estate will be paid the death proceeds. The
beneficiary designation will be on file with us or at a location designated by
us. While you are living, you may name a new beneficiary. The effective date of
the change will be the date the request was signed. We will pay proceeds to the
most recent beneficiary designation on file. We will not be subject to multiple
payments.
Form 2502 (VUL) - 6/98
Page 22
<PAGE>
EXCHANGE RIGHT
[If, for any reason within the first 2 policy years you want to exchange this
policy for a policy in which values do not vary with the investment experience
of the Variable Account, we will exchange this policy. This transfer will not be
subject to the excess transfer charge. The exchange will be implemented by
transferring your Account Value in all the divisions of the Variable Account to
the Guaranteed Interest Division and removing your future right to choose to
allocate funds to the divisions of the Variable Account. We will require a
return of this policy before this change will be processed.]
COLLATERAL ASSIGNMENT
[You may assign this policy as collateral security by written notice to us. Once
it is recorded with us, the rights of the owner and beneficiary are subject to
the assignment. It is your responsibility to make sure the assignment is valid.]
INCONTESTABILITY
[After this policy has been in force during the insured's life for 2 years from
the policy date, we will not contest the statements in the application attached
at issue.]
After this policy has been in force during the insured's life for 2 years from
the effective date of any new Segment or of an increase in any other benefit
with respect to the insured, we will not contest the statements in the
application for the new Segment or other increase.
After this policy has been in force during the insured's life for 2 years from
the effective date of any reinstatement, we will not contest the statements in
the application for such reinstatement.
MISSTATEMENT OF AGE OR SEX
[If the age or sex of the insured has been misstated, the death benefit will be
adjusted. The death benefit will be that which the cost of insurance which was
deducted from your Account Value on the last Monthly Processing Date prior to
the death of the insured would have purchased for the insured's correct age and
sex.]
SUICIDE EXCLUSION
[If the insured commits suicide, while sane or insane, within two years of the
policy date, we will make a limited payment to the beneficiary. We will pay in
one sum the amount of all premiums paid to us during that time, minus any
outstanding Policy Loan (including accrued but unpaid interest) and Partial
Withdrawals. If the insured commits suicide, while sane or insane, within 2
years of the effective date of a new Segment or of an increase in any other
benefit, we will make a limited payment to the beneficiary for the new Segment
or other increase. This payment will equal the cost of insurance and any
applicable monthly expense charges deducted for such increase.]
PERIODIC REPORTS
[We will send you at least once each year a report which shows the current
Account Value, Cash Surrender Value and premiums paid since the last report. The
report will also show the allocation of your Account Value as of the date of the
report and the amounts added to or deducted from your Account Value of each
Division since the last report. The report will include any other information
that may be currently required by the insurance supervisory official of the
jurisdiction in which this policy is delivered.]
[ ]
Form 2502 (VUL) - 6/98
Page 23
<PAGE>
ILLUSTRATION OF BENEFITS AND VALUES
We will send you, upon written request, a hypothetical illustration of future
death benefits and Account Values. This illustration will include the
information as required by the laws or regulations where this policy is
delivered. If you request more than one illustration during a policy year, we
will charge a reasonable fee for each additional illustration. The maximum
amount of this fee is shown in the Schedule.
NONPARTICIPATING
The policy does not participate in our surplus earnings.
CUSTOMER SERVICE CENTER
Our Customer Service Center is at the address shown in the Schedule. Unless you
are otherwise notified:
a) All requests and payments should be sent to us at our Customer Service
Center; and
b) All transactions are effective as of the Valuation Date the required
information is received at our Customer Service Center.
PAYOUTS OTHER THAN AS ONE SUM
ELECTION
During the insured's lifetime, you may elect that the beneficiary receive the
proceeds upon death of the insured other than in one sum. If you have not made
an election, the Beneficiary may do so within 60 days after we receive due proof
satisfactory to us of the insured's death. You may also elect to take the Net
Cash Surrender Value of the policy upon its surrender other than in one sum.
Satisfactory written request must be received at our Customer Service Center
before payment can be made. A payee that is not a natural person may not be
named without our consent. The various methods of settlement are described in
the following Payout Options section.
PAYOUT OPTIONS
[OPTION I. Payouts for a Designated Period. Payouts will be made in 1, 2,
4, or 12 installments per year as elected for a designated period, which
may be 5 to 30 years. The installment dollar amounts will be equal except
for any excess interest as described below. The amount of the first monthly
payout for each $1,000 of Account Value applied is shown in Settlement
Option Table I.]
[OPTION II. LIFE INCOME WITH PAYOUTS FOR DESIGNATED PERIOD. Payouts will be
made in 1, 2, 4, or 12 installments per year throughout the payee's
lifetime, or if longer, for a period of 5, 10, 15 or 20 years as elected.
The installment dollar amounts will be equal except for any excess
interest, as described below. The amount of the first monthly payout for
each $1,000 of Account Value applied is shown in Settlement Option Table
II. This option is not available for ages not shown in the Table.]
Payouts for Payout Option II will be determined by using the 1983
Individual Annuity Mortality Table for the appropriate sex at 3 1/2%
interest
OPTION III. HOLD AT INTEREST. Amounts may be left on deposit with us to be
paid upon the death of the payee or at any earlier date elected. Interest
on any unpaid balance will be at the rate declared by us or at any higher
rate required by law. Interest may be accumulated or paid in 1, 2, 4, or 12
installments per year, as elected. Money may not be left on deposit for
more than 30 years.
Form 2502 (VUL) - 6/98
Page 24
<PAGE>
OPTION IV. PAYOUTS OF A DESIGNATED AMOUNT. Payouts will be made until
proceeds, together with interest, which will be at the rate declared by us
or at any higher rate required by law, are exhausted. Payouts will be made
in 1, 2, 4, or 12 equal installments per year, as elected.
OPTION V. OTHER. Settlement may be made in any other manner as agreed
upon in writing between you (or the beneficiary) and us.
CHANGE AND WITHDRAWAL
You may change an election at any time before the death of the insured. If you
have given the beneficiary the right to make changes or withdrawals, or if the
beneficiary has elected the option, the beneficiary (as primary payee) may take
the actions below.
a) Changes may be made from Payout Options I, III, and IV to another
option.
b) Full withdrawals may be made under Payout Option III or IV. Partial
Withdrawals of not less than $300 may be made under Payout Option III.
c) Remaining installments under Payout Option I may be commuted at 3 1/2%
interest and received in one sum.
d) Changes in any contingent payee designation may be made.
A written request must be sent to our Customer Service Center in writing to make
a change or withdrawal. We also may require that you send in the Supplemental
Policy. We may defer payment of commuted and withdrawable amounts for a period
up to 6 months.
EXCESS INTEREST
[If we declare that Payout Options are to be credited with an interest rate
above that guaranteed, it will apply to Payout Options I, II, III, and IV. The
crediting of excess interest for one period does not guarantee the higher rate
for other periods. Any declared interest rate will be in effect for at least 12
months.]
MINIMUM AMOUNTS
The minimum amount which may be applied under any option is $2,000. If the
payments to the payee are ever less than $20, we may change the frequency of
payments so as to result in payments of at least that amount.
SUPPLEMENTARY POLICY
When an option becomes effective, the policy will be surrendered in exchange for
a Supplementary Policy. It will provide for the manner of settlement and rights
of the payees. The Supplementary Policy's effective date will be the date of the
insured's death or the date of other settlement. The first payment under Options
I, II, and IV will be payable as of the effective date. The first interest
payment under Option III will be made as of the end of the interest payment
period elected. Subsequent payments will be made in accordance with the
frequency of payment elected. The Supplementary Policy may not be assigned or
payments made to another without our consent.
INCOME PROTECTION
Unless otherwise provided in the election, a payee does not have the right to
commute, transfer or encumber amounts held or installments to become payable. To
the extent provided by law, the proceeds, amount retained, and installments are
not subject to any payee's debts, policies, or engagements.
Form 2502 (VUL) - 6/98
Page 25
<PAGE>
DEATH OF PRIMARY PAYEE
Upon the primary payee's death, any payments certain under Option I or II,
interest payments under Option III, or payments under Option IV will be
continued to the contingent payee. Or, amounts may be released in one sum if
permitted by the policy. The final payee will be the estate of the last to die
of the primary payee and any contingent payee.
PAYMENTS OTHER THAN MONTHLY
The tables which follow show monthly installments for Options I and II. To
arrive at annual, semiannual, or quarterly payments, multiply the appropriate
figures by 11.813, 5.957 or 2.991 respectively. Factors for other periods
certain or for other options which may be provided by mutual agreement will be
provided upon reasonable request.
Form 2502 (VUL) - 6/98
Page 26
<PAGE>
SETTLEMENT OPTION TABLES
SETTLEMENT OPTION TABLE I
(Per $1,000 of Net Proceeds)
No. of Monthly No. of Monthly
Years Payable Installments Years Payable Installments
- --------------------- ----------------- -------------------- -----------------
1 $84.65 16 6.76
- --------------------- ----------------- -------------------- -----------------
2 43.05 17 6.47
- --------------------- ----------------- -------------------- -----------------
3 29.19 18 6.20
- --------------------- ----------------- -------------------- -----------------
4 22.27 19 5.97
- --------------------- ----------------- -------------------- -----------------
5 18.12 20 5.75
- --------------------- ----------------- -------------------- -----------------
- --------------------- ----------------- -------------------- -----------------
6 15.35 21 5.56
- --------------------- ----------------- -------------------- -----------------
7 13.38 22 5.39
- --------------------- ----------------- -------------------- -----------------
8 11.90 23 5.24
- --------------------- ----------------- -------------------- -----------------
9 10.75 24 5.09
- --------------------- ----------------- -------------------- -----------------
10 9.83 25 4.96
- --------------------- ----------------- -------------------- -----------------
- --------------------- ----------------- -------------------- -----------------
11 9.09 26 4.84
- --------------------- ----------------- -------------------- -----------------
12 8.46 27 4.73
- --------------------- ----------------- -------------------- -----------------
13 7.94 28 4.63
- --------------------- ----------------- -------------------- -----------------
14 7.49 29 4.53
- --------------------- ----------------- -------------------- -----------------
15 7.10 30 4.45
- --------------------- ----------------- -------------------- -----------------
Form 2502 (VUL) - 6/98
Page 27
<PAGE>
SETTLEMENT OPTION TABLE II
FEMALE
(Per $1,000 of Net Proceeds)
<TABLE>
<CAPTION>
Age of Payee Nearest Monthly Age of Payee Nearest Monthly
Birth Date When First Installment Birth Date When First Installments
Installment is Payable Installment is Payable
5 Years 10 Years 15 Years 20 Years 5 Years 10 Years 15 Years 20 Years
Female Certain Certain Certain Certain Female Certain Certain Certain Certain
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15 3.19 3.19 3.19 3.19 41 3.76 3.76 3.75 3.73
16 3.20 3.20 3.20 3.20 42 3.80 3.80 3.78 3.77
17 3.22 3.22 3.21 3.21 43 3.84 3.84 3.82 3.81
18 3.23 3.23 3.23 3.23 44 3.88 3.88 3.86 3.84
19 3.24 3.24 3.24 3.24 45 3.93 3.92 3.91 3.88
20 3.26 3.26 3.26 3.25 46 3.98 3.97 3.95 3.92
21 3.27 3.27 3.27 3.27 47 4.03 4.02 4.00 3.97
22 3.29 3.29 3.29 3.28 48 4.08 4.07 4.05 4.01
23 3.31 3.30 3.30 3.30 49 4.13 4.12 4.10 4.06
24 3.32 3.32 3.32 3.32 50 4.19 4.18 4.15 4.11
25 3.34 3.34 3.34 3.33 51 4.25 4.24 4.21 4.16
26 3.36 3.36 3.35 3.35 52 4.32 4.30 4.26 4.21
27 3.38 3.38 3.37 3.37 53 4.38 4.36 4.33 4.27
28 3.40 3.40 3.39 3.39 54 4.46 4.43 4.39 4.32
29 3.42 3.42 3.41 3.41 55 4.53 4.51 4.46 4.38
30 3.44 3.44 3.43 3.43 56 4.61 4.58 4.53 4.44
31 3.46 3.46 3.46 3.45 57 4.70 4.66 4.60 4.51
32 3.49 3.48 3.48 3.48 58 4.79 4.75 4.68 4.57
33 3.51 3.51 3.51 3.50 59 4.88 4.84 4.76 4.64
34 3.54 3.54 3.53 3.52 60 4.99 4.93 4.84 4.70
35 3.57 3.56 3.56 3.55 61 5.09 5.03 4.93 4.77
36 3.60 3.59 3.59 3.58 62 5.21 5.14 5.02 4.84
37 3.63 3.62 3.62 3.61 63 5.33 5.25 5.12 4.91
38 3.66 3.65 3.65 3.64 64 5.46 5.37 5.21 4.98
39 3.69 3.69 3.68 3.67 65 5.60 5.50 5.31 5.05
40 3.73 3.72 3.71 3.70 66 5.75 5.63 5.42 5.12
</TABLE>
Form 2502 (VUL) - 6/98
Page 28
<PAGE>
SETTLEMENT OPTION TABLE II/FEMALE
(Continued)
<TABLE>
<CAPTION>
(Per $1,000 of Net Proceeds)
Age of Payee Nearest Monthly Age of Payee Nearest Monthly
Birth Date When First Installment Birth Date When First Installment
Installment is Payable Installment is Payable
5 Years 10 Years 15 Years 20 Years 5 Years 10 Years 15 Years 20 Years
Female Certain Certain Certain Certain Female Certain Certain Certain Certain
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
67 5.91 5.77 5.53 5.19 92 14.45 9.61 7.09 5.75
68 6.08 5.91 5.63 5.25 93 14.81 9.66 7.10 5.75
69 6.26 6.07 5.74 5.32 94 15.16 9.70 7.10 5.75
70 6.46 6.23 5.86 5.37 95 15.49 9.73 7.10 5.75
71 6.67 6.40 5.97 5.43 96 15.80 9.76 7.10
72 6.89 6.58 6.08 5.48 97 16.11 9.79 7.10
73 7.13 6.76 6.18 5.52 98 16.40 9.80 7.10
74 7.39 6.95 6.29 5.57 99 16.68 9.82 7.10
75 7.67 7.14 6.39 5.60 100 16.95 9.82 7.10
76 7.96 7.34 6.48 5.63 101 17.20 9.83
77 8.28 7.54 6.57 5.66 102 17.43 9.83
78 8.61 7.74 6.65 5.68 103 17.62 9.83
79 8.97 7.94 6.72 5.70 104 17.78 9.83
80 9.34 8.13 6.79 5.71 105 17.91 9.83
81 9.73 8.32 6.84 5.72 106 18.00
82 10.14 8.50 6.89 5.73 107 18.06
83 10.57 8.67 6.94 5.74 108 18.09
84 11.01 8.83 6.97 5.74 109 18.11
85 11.46 8.97 7.00 5.75 110 18.11
86 11.91 9.10 7.02 5.75
87 12.36 9.22 7.04 5.75
88 12.81 9.32 7.06 5.75
89 13.25 9.41 7.07 5.75
90 13.67 9.48 7.08 5.75
91 14.07 9.55 7.09 5.75
</TABLE>
Form 2502 (VUL) - 6/98
Page 29
<PAGE>
SETTLEMENT OPTION TABLE II
MALE
(Per $1,000 of Net Proceeds)
<TABLE>
<CAPTION>
Age of Payee Nearest Monthly Age of Payee Nearest Monthly
Birth Date When First Installment Birth Date When First Installment
Installment is Payable Installment is Payable
5 Years 10 Years 15 Years 20 Years 5 Years 10 Years 15 Years 20 Years
Male Certain Certain Certain Certain Male Certain Certain Certain Certain
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15 3.28 3.28 3.27 3.27 41 4.01 4.00 3.97 3.94
16 3.29 3.29 3.29 3.28 42 4.06 4.04 4.01 3.98
17 3.31 3.31 3.30 3.30 43 4.11 4.09 4.06 4.02
18 3.32 3.32 3.32 3.32 44 4.16 4.14 4.11 4.06
19 3.34 3.34 3.34 3.33 45 4.22 4.20 4.16 4.11
20 3.36 3.36 3.35 3.35 46 4.28 4.25 4.21 4.16
21 3.38 3.38 3.37 3.37 47 4.34 4.31 4.27 4.21
22 3.40 3.40 3.39 3.39 48 4.41 4.38 4.33 4.26
23 3.42 3.42 3.41 3.41 49 4.48 4.44 4.39 4.31
24 3.44 3.44 3.43 3.43 50 4.55 4.51 4.45 4.36
25 3.46 3.46 3.45 3.45 51 4.62 4.58 4.52 4.42
26 3.49 3.48 3.48 3.47 52 4.70 4.66 4.58 4.48
27 3.51 3.51 3.50 3.49 53 4.79 4.74 4.65 4.54
28 3.54 3.53 3.53 3.52 54 4.88 4.82 4.73 4.60
29 3.56 3.56 3.55 3.54 55 4.97 4.91 4.80 4.66
30 3.59 3.59 3.58 3.57 56 5.07 5.00 4.88 4.72
31 3.62 3.62 3.61 3.60 57 5.17 5.10 4.97 4.78
32 3.65 3.65 3.64 3.62 58 5.29 5.20 5.05 4.85
33 3.68 3.68 3.67 3.65 59 5.41 5.31 5.14 4.91
34 3.72 3.71 3.70 3.68 60 5.53 5.42 5.23 4.97
35 3.75 3.75 3.73 3.72 61 5.67 5.54 5.33 5.04
36 3.79 3.78 3.77 3.75 62 5.81 5.67 5.42 5.10
37 3.83 3.82 3.81 3.78 63 5.97 5.80 5.52 5.16
38 3.87 3.86 3.85 3.82 64 6.13 5.94 5.62 5.22
39 3.92 3.90 3.89 3.86 65 6.31 6.08 5.72 5.28
40 3.96 3.95 3.93 3.90
</TABLE>
Form 2502 (VUL) - 6/98
Page 30
<PAGE>
SETTLEMENT OPTION TABLE II/MALE
(Continued)
(Per $1,000 of Net Proceeds)
<TABLE>
<CAPTION>
Age of Payee Nearest Monthly Age of Payee Nearest Monthly
Birth Date When First Installment Birth Date When First Installment
Installment is Payable Installment is Payable
5 Years 10 Years 15 Years 20 Years 5 Years 10 Years 15 Years 20 Years
Male Certain Certain Certain Certain Male Certain Certain Certain Certain
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
66 6.49 6.23 5.82 5.33 91 14.64 9.64 7.09 5.75
67 6.69 6.38 5.92 5.38 92 15.00 9.68 7.10 5.75
68 6.90 6.54 6.02 5.43 93 15.34 9.72 7.10 5.75
69 7.12 6.71 6.12 5.48 94 15.68 9.75 7.10 5.75
70 7.35 6.87 6.21 5.52 95 16.00 9.78 7.10 5.75
71 7.60 7.05 6.30 5.55 96 16.30 9.80 7.10
72 7.86 7.22 6.39 5.59 97 16.59 9.81 7.10
73 8.13 7.40 6.47 5.62 98 16.86 9.82 7.10
74 8.42 7.57 6.55 5.64 99 17.11 9.83 7.10
75 8.72 7.75 6.62 5.66 100 17.33 9.83 7.10
76 9.04 7.92 6.69 5.68 101 17.53 9.83
77 9.37 8.09 6.75 5.70 102 17.69 9.83
78 9.72 8.26 6.81 5.71 103 17.82 9.83
79 10.08 8.42 6.86 5.72 104 17.92 9.83
80 10.44 8.57 6.90 5.73 105 18.00 9.83
81 10.82 8.71 6.94 5.74 106 18.05
82 11.21 8.85 6.97 5.74 107 18.08
83 11.59 8.97 7.00 5.75 108 18.10
84 11.99 9.09 7.02 5.75 109 18.11
85 12.38 9.20 7.04 5.75 110 18.11
86 12.76 9.29 7.05 5.75
87 13.15 9.38 7.07 5.75
88 13.53 9.46 7.08 5.75
89 13.91 9.53 7.08 5.75
90 14.28 9.59 7.09 5.75
</TABLE>
[ ]
Form 2502 (VUL) - 6/98
Page 31
<PAGE>
[THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY]
DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE. THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED. THERE IS NO MATURITY DATE. FLEXIBLE PREMIUMS ARE PAYABLE BY YOU DURING
THE LIFETIME OF THE INSURED UNTIL THE POLICY ANNIVERSARY NEAREST THE INSURED'S
100TH BIRTHDAY.
SECURITY LIFE OF DENVER INSURANCE COMPANY
A Stock Company
[ ]
Customer Service Center
P. O. Box 173888; Denver, Colorado 80217
Toll Free Number: 1(800)848-6362
Form 2502 (VUL) - 6/98
Exhibit 1.A(5)(c)
RIGHT TO EXCHANGE RIDER
This Rider is a part of the Policy to which it is attached if the Rider is shown
in the Schedule. It must be read with all Policy provisions. This Rider does not
participate in our surplus earnings. This Rider has no loan or Cash Surrender
Value. The Rider effective date is the Policy Date or, if added later, the
Policy Anniversary Date on or next following the date the application for this
Rider is approved by us.
THE BENEFIT. While this Rider is in force, you may elect to exchange the current
named Insured under the Policy for a new Insured. The Policy will be continued
on the life of the new Insured.
REQUIREMENTS FOR EXCHANGE. Before exchange takes place, we must have all the
following:
1. An application for insurance signed by you and the new Insured;
2. The Policy returned by you for the appropriate changes;
3. Evidence that you have an insurable interest in the new Insured;
4. Evidence of the new Insured's insurability satisfactory to us;
5. Evidence of the release of any collateral assignment, or written approval of
the exchange by an assignee, plus other papers we may need; and,
6. Payment of any applicable exchange charges.
EFFECTIVE DATE OF CHANGE. The Date of Exchange will be the Monthly Processing
Date which coincides with or next follows the date our requirements are met.
Coverage on the current named Insured will end on the day before the Date of
Exchange. Coverage on the new Insured will begin on the Date of Exchange.
POLICY DATE. The Policy Date of the Policy will not change unless the new
Insured was born after the Policy's current Policy Date. In that event, the new
Policy Date will be the first anniversary of the Policy next following the birth
date of the new Insured.
STATED DEATH BENEFIT OF NEW POLICY. The Stated Death Benefit of the Policy will
remain the same unless increased or decreased as provided in the Change in
Requested Insurance Coverage provision of the Policy. On and after the Date of
Exchange, the minimum Death Benefit amount as stated in the Death Benefit
provision of the Policy will apply to the new Insured.
COST OF INSURANCE DEDUCTIONS. After the Date of Exchange, the cost of insurance
for the Policy will be based on the Policy year and the new Insured's sex,
attained age, rate class, and the cost of insurance rates described in the
Policy. No cost of insurance deduction is made for this Rider. If any other
riders are attached to the Policy on or after the Date of Exchange, the cost of
insurance for the other riders will be as described in the riders.
ACCOUNT VALUES AND POLICY LOANS. The Account Value of the Policy at the time of
exchange will remain the same unless withdrawn as provided in the Policy. Any
Policy loan on the Policy at the time of exchange will be continued unchanged.
OWNER, BENEFICIARY, AND COLLATERAL ASSIGNMENTS. The Owner and Beneficiary of the
Policy will remain the same unless changed as provided in the Policy. The Policy
will remain subject to any existing collateral assignments.
R-1504
Page 1
<PAGE>
RIDERS. Any riders attached to the Policy will terminate on the day before the
Date of Exchange. The addition of any riders on or after the Date of Exchange
will be subject to our approval and such terms as we determine.
INCONTESTABILITY. The incontestable provision stated in the Policy will be
applicable to the Policy for two years from the Date of Exchange as to any
representations which induced us to make the exchange. On and after the Date of
Exchange, the phrase "Policy Date" in the Incontestability provision of the
Policy will be construed to mean "Date of Exchange".
SUICIDE EXCLUSION. The suicide exclusion provision stated in the Policy will be
applicable to the Policy for two years from the Date of Exchange. On and after
the Date of Exchange, the phrase "Effective Date" in the Suicide Exclusion
provision of the Policy will be construed to mean "Date of Exchange".
TERMINATION. This Rider will terminate on the earliest of the following events:
1. The termination or surrender of the Policy;
2. The Policy matures;
3. The right to exchange is exercised; or,
4. The receipt by us of a written request from you to cancel this Rider on any
Monthly Processing Date.
Signed for the Company at Denver, Colorado.
SECURITY LIFE OF DENVER INSURANCE COMPANY
SECRETARY
R-1504
Page 2
Exhibit 1.A(5)(d)
WAIVER OF COST OF INSURANCE RIDER
This Rider is a part of the Policy to which it is attached if the Rider is shown
in the Schedule. It must be read with all Policy provisions. This Rider does not
participate in our surplus earnings. This Rider has no loan or Cash Surrender
Value. The Rider effective date is the Policy Date or, if added later, the
Monthly Processing Date on or next following the date your application for this
Rider is approved by us.
THE BENEFIT. If all the conditions of this Rider are met, we will waive the
monthly deduction for the cost of insurance and the monthly expense charges for
the Policy and any riders. To qualify for waiver, all of the following
conditions must be met:
1. The Insured must become totally disabled while this Rider is in force.
2. Total disability must begin before the Policy anniversary nearest the 65th
birthday of the Insured.
3. The Insured must be continuously totally disabled for at least four months.
4. If total disability begins during the Grace Period, a premium sufficient to
cover the monthly deductions and the cost of insurance charges, if any, due
must be paid to us before the end of the Grace Period.
5. Notice and proof of claim must be submitted in accordance with the
provisions of this Rider.
Waiver will start with the first monthly deduction and charges due after these
five conditions have been satisfied.
If total disability begins before the Policy anniversary nearest age 60 of the
Insured, we will continue waiver until the Insured is no longer totally
disabled. If total disability begins after the Policy anniversary nearest the
60th birthday of the Insured, we will continue waiver until the Insured is no
longer totally disabled, but no longer than the Policy anniversary nearest age
65 of the Insured.
When waiver begins, we will credit to the Account Value monthly deductions and
cost of insurance charges if any, that have been made while the Insured was
totally disabled, including the four-month waiting period. If your Policy lapses
during the four-month waiting period, we will reinstate it without evidence of
insurability if your claim is approved.
Until your claim is approved, you should keep the Policy in force. If it lapses
during the waiting period or approval process and your claim is not approved,
any reinstatement application will only be approved if the Insured submits
satisfactory evidence of insurability. If your claim is approved, the Policy
will be reinstated without evidence and the monthly cost of insurance will be
credited to the Policy for the period of total disability. This credit will not
exceed one year's cost of insurance.
EXCLUSIONS. There will be no benefit under this Rider if total disability
results directly or indirectly from:
1. intentionally self-inflicted injury;
2. insurrection, declared war, or undeclared war; or
3. any act or occurrence incidental to the above.
R-1505
Page 1
<PAGE>
DEFINITION. "Insured" means the person whose life is insured under the Policy.
"Insured" does not include any person insured by any other rider attached to the
Policy.
DEFINITION OF TOTAL DISABILITY. Total disability means a disability resulting
from bodily injury or disease. During the first five years of disability, the
total disability must substantially prevent the Insured from performing the
material duties of the occupation the Insured had when the disability began.
After five years from the date the disability began, the total disability must
prevent the Insured from performing the material duties of any occupation for
which the Insured is reasonably fitted by education, training or experience.
If the Insured is primarily a student at the time disability begins, total
disability means complete inability to attend school outside of the home. If the
Insured is primarily a homemaker at the time disability begins, total disability
means complete inability to perform household duties. If the Insured is
primarily a student or homemaker at the time the disability begins, that
activity will be treated as the Insured's occupation.
We will also consider the Insured totally disabled so long as the Insured has
the irrecoverable, total and complete loss of:
1. all sight of both eyes;
2. use of both hands;
3. use of both feet;
4. use of one hand and one foot;
5. speech; or,
6. hearing in both ears.
However, the loss of sight, hearing, speech or loss of use of limb must occur or
first manifest itself after the Rider effective date and while this Rider is in
force.
COST OF INSURANCE. The cost of insurance for this Rider is determined monthly.
The cost of insurance is deducted from the Account Value of the Policy on each
Monthly Processing Date until the Rider terminates except during the periods
when the cost of insurance and monthly deductions are being waived.
The monthly cost factors for this Rider are based on the Insured's rate class
and attained age nearest birthday on the last Policy anniversary. If the Insured
is in a standard, smoker, or juvenile rate class, the monthly cost for this
Rider is calculated as follows: the monthly cost factor from the table at the
end of this Rider is multiplied by the sum of the amount of the current monthly
deduction excluding the cost of insurance for this Rider. If the Insured is in a
special rate class, we will multiply these rates by the appropriate rating
factor for that class as shown in the Schedule.
INCONTESTABILITY. After this Rider has been in force during the Insured's life
for two years from the Rider date, we will not contest the statements in the
application attached at issue.
After this Rider has been in force during the Insured's life for two years from
the effective date of any reinstatement, we will not contest the statements in
the application for such reinstatement.
R-1505
Page 2
<PAGE>
NOTICE AND PROOF OF CLAIM. We must receive written notice of claim and proof of
total disability. This notice and proof of claim must be received at our home
office, or other location as designated by us in writing:
1. during the lifetime of the Insured;
2. during the period of total disability;
3. before the Policy anniversary nearest the 65th birthday of the Insured; and,
4. within one year from the date on which total disability begins.
Failure to give us timely notice and proof of claim will not affect any claim if
given as soon as reasonably possible. In no event will we waive or credit to the
Account Value any monthly deduction for the cost of insurance or monthly expense
charges made more than one year prior to the date we received written notice and
proof. We will have the right to designate one or more doctors to examine the
Insured.
PROOF OF CONTINUANCE OF TOTAL DISABILITY. We may require proof of the
continuance of total disability at regular intervals. We may require this proof
even though we have accepted proof of the total disability. After the total
disability has continued without interruption for two full years, we may require
proof of an examination only once a year. The benefit provided by this Rider
will be discontinued:
1. if the required proof is not furnished;
2. if the Insured refuses to submit to examination; or,
3. if the Insured is no longer totally disabled.
NOTICE OF RECOVERY FROM TOTAL DISABILITY. You must give written notice to us if
and when the Insured recovers. This notice must be given as soon as the Insured
recovers.
TERMINATION. This Rider will terminate upon the earliest of the following:
1. the Policy anniversary nearest the 65th birthday of the Insured. However, if
total disability begins before the Policy anniversary nearest the 60th
birthday of the Insured, the benefit will continue as stated in the Benefit
section;
2. the expiration of the Grace Period of the Policy;
3. the termination or surrender of the Policy;
4. the date the Policy matures; or,
5. the receipt by us of a written request from you to cancel this Rider on any
Monthly Processing Date.
Any deduction for the cost of insurance after termination of this Rider will not
be considered a reinstatement of this Rider nor a waiver by us of the
termination. Any such deduction will be credited to the Account Value of the
Policy as of the date of the deduction.
Signed for the Company at Denver, Colorado.
R-1505
Page 3
<PAGE>
SECURITY LIFE OF DENVER INSURANCE COMPANY
SECRETARY
R-1505
Page 4
<PAGE>
<TABLE>
<CAPTION>
TABLE OF FACTORS APPLIED TO THE SUM OF THE MONTHLY DEDUCTIONS AND THE
MONTHLY EXPENSE CHARGES FOR DETERMINING COST OF INSURANCE FOR THIS RIDER
Male and Female -- Standard, Smoker or Juvenile Risks
Insured's Monthly Cost of Insured's Monthly Cost of lnsured's Monthly Cost of
Attained Age Insurance Factor Attained Age Insurance Factor Attained Age Insurance Factor
- ---------------- -------------------- ---------------- -------------------- ---------------- --------------------
<S> <C> <C> <C> <C> <C>
10 .0620 29 .0673 48 .0893
11 .0620 30 .0677 49 .0927
12 .0620 31 .0682 50 .0984
13 .0621 32 .0687 51 .1065
14 .0622 33 .0693 52 .1165
15 .0623 34 .0699 53 .1280
16 .0624 35 .0704 54 .1401
17 .0626 36 .0709 55 .1523
18 .0629 37 .0715 56 .1643
19 .0632 38 .0722 57 .1752
20 .0635 39 .0731 58 .1856
21 .0639 40 .0743 59 .1948
22 .0643 41 .0759 60 .1142
23 .0648 42 .0779 61 .1092
24 .0652 43 .0801 62 .0974
25 .0656 44 .0823 63 .0772
26 .0661 45 .0843 64 .0382
27 .0665 46 .0858
28 .0669 47 .0872
</TABLE>
R-1505
Page 5
Exhibit 1.A(5)(e)
WAIVER OF SPECIFIED PREMIUM TOTAL DISABILITY RIDER
This Rider is a part of the Policy to which it is attached if the Rider is shown
in the Schedule. It must be read with all Policy provisions. This Rider does not
participate in our surplus earnings. This Rider has no loan or Cash Surrender
Value. The Rider effective date is the Policy Date or, if added later, the
Monthly Processing Date on or next following the date your application for this
Rider is approved by us.
THE BENEFIT. If all the conditions of this Rider are met, we will waive (credit
as a regular premium) the Specified Premium amount. The amount of the Specified
Premium will be as shown in the Schedule. To qualify for waiver, all of the
following conditions must be met:
1. The Insured becomes totally disabled while this Rider was in force.
2. Total disability must begin before the Policy anniversary nearest the 65th
birthday of the Insured.
3. The Insured must be continuously totally disabled for at least four months.
4. If total disability begins during the Grace Period, a premium sufficient to
cover the monthly deductions and the monthly expense charge, if any, due
must be paid to us. The premium must be paid before the end of the Grace
Period or the specified premium amount will not be waived.
5. Notice and proof of claim must be submitted in accordance with the
provisions of this Rider.
Waiver will start on the first Monthly Processing Date after these five
conditions have been satisfied.
If total disability begins before the Policy anniversary nearest age 60 of the
Insured, we will continue waiver until the Insured is no longer totally
disabled. If total disability begins after the Policy anniversary nearest the
60th birthday of time Insured, we will continue waiver until the Insured is no
longer totally disabled, but no longer than the Policy anniversary nearest age
65 of the Insured.
We will not deduct the cost for this Rider when the Specified Premium is being
waived. Cost of insurance and monthly expense charge deductions for the Policy
and all other riders will continue to be made.
When waiver begins, we will waive the Specified Premium on each Monthly
Processing Date following the date total disability begins and credit to the
Account Value any deductions made for this Rider while the Insured was totally
disabled, including the four-month waiting period. If your Policy lapses during
the four-month waiting period, we will reinstate it without evidence of
insurability if your claim is approved.
Until your claim is approved, you should keep the Policy in force. If it lapses
during the waiting period or approval process and your claim is not approved,
any reinstatement application will only be approved if the insured submits
satisfactory evidence of insurability. If your claim is approved, the Policy
will be reinstated without evidence and the Specified Premium will be credited
to the Policy for the period of total disability. This credit will not exceed
one year's Specified Premium.
EXCLUSIONS. There will be no benefit under this Rider if total disability
results directly or indirectly from:
1. intentionally self-inflicted injury;
2. insurrection, declared war, or undeclared war; or,
3. any act or occurrence incidental to the above.
R-1506
Page 1
<PAGE>
DEFINITION. "Insured" means the person whose life is insured under the Policy.
"Insured" does not include any person insured by any other rider attached to the
Policy.
DEFINITION OF TOTAL DISABILITY. Total disability means a disability resulting
from bodily injury or disease. During the first five years of disability, the
total disability must substantially prevent the Insured from performing the
material duties of tile occupation the Insured had when the disability began.
After five years from the date the disability began, the total disability must
prevent the Insured from performing the material duties of any occupation for
which the Insured is reasonably fitted by education, training or experience.
If the Insured is primarily a student at the time disability begins, total
disability means complete inability to attend school outside of the home. If the
Insured is primarily a homemaker at the time disability begins, total disability
means complete inability to perform household duties. If the Insured is
primarily a student or homemaker at the time the disability begins, that
activity will be treated as the Insured's occupation.
We will also consider the Insured totally disabled so long as the Insured has
the irrecoverable, total and complete loss of:
1. all sight of both eyes;
2. use of both hands;
3. use of both feet;
4. use of one hand and one foot;
5. speech; or,
6. hearing in both ears.
However, the loss of sight, hearing, speech or loss of use of limb must occur or
first manifest itself after the Rider effective date and while this Rider is in
force.
COST OF TOTAL DISABILITY INSURANCE. The cost for this Rider is determined
monthly. The cost for this Rider is deducted from the Account Value of the
Policy on each Monthly Processing Date until the Rider terminates except as
provided in the Benefit provision.
The monthly cost of total disability insurance rates for this Rider are based on
the Insured's rate class and attained age nearest birthday on the last Policy
anniversary. If the Insured is in a standard, smoker, or juvenile rate class,
the monthly cost for this Rider is calculated as follows: the monthly cost of
total disability insurance rate from the table below is multiplied by the
monthly Specified Premium shown in the Schedule. If the Insured is in a special
rate class, we will multiply these rates by the appropriate rating factor for
that class.
INCONTESTABILITY. After this Rider has been in force during the Insured's life
for two years from the effective date, we will not contest the statements in the
application for the Rider attached at issue.
After this Rider has been in force during the Insured's life for two years from
the effective date of any increase in the Benefit provided by this Rider due to
an increase in Specified Premium with respect to the Insured, we will not
contest the statements in the application for such change.
R-1506
Page 2
<PAGE>
After this Rider has been in force during the Insured's life for two years from
the effective date of any reinstatement, we will not contest the statements in
the application for such reinstatement.
NOTICE AND PROOF OF CLAIM. We must receive written notice of claim and proof of
total disability. This notice and proof of claim must be received at our home
office, or other location as designated by us in writing:
1. during the lifetime of the Insured;
2. during the period of total disability;
3. before the Policy anniversary nearest the 65th birthday of the Insured; and
4. within one year from the date on which total disability begins.
Failure to give us timely notice and proof of claim will not affect any claim if
given as soon as reasonably possible. In no event will we waive Specified
Premiums for any Monthly Processing Dates more than one year prior to the date
we received written notice and proof. We will have the right to designate one or
more doctors to examine the Insured.
PROOF OF CONTINUANCE OF TOTAL DISABILITY. We may require proof of the
continuance of total disability at regular intervals. We may require this proof
even though we have accepted proof of the total disability. After the total
disability has continued without interruption for two full years, we may require
proof of an examination only once a year. The benefit provided by this Rider
will be discontinued:
1. if the required proof is not furnished;
2. if the Insured refused to submit to examination; or
3. if the Insured is no longer totally disabled.
NOTICE OF RECOVERY FROM TOTAL DISABILITY. You must give written notice to us if
and when the Insured recovers. This notice must be given as soon as the Insured
recovers.
CHANGE IN SPECIFIED PREMIUM. At any time after the first Rider anniversary, the
Specified Premium provided under this Rider may be changed. The amount may be
increased or decreased by a written request from you to change the amount. You
may decrease the amount only once each Policy year. The change in the Specified
Premium may not be for an amount of less than $5 per month. Such change is
subject to the following conditions:
1. The Specified Premium under this Rider in effect after any requested
decrease may not be less than $25 per month.
2. The Specified Premium may not exceed our normal issue limits as a result of
your request. We will notify you if the amount you request needs to be
adjusted.
3. Any request for an increase must be applied for on a Supplemental
Application. The increase is subject to evidence satisfactory to us that the
Insured is still insurable according to our normal rules. An increase will
also be subject to the existence of sufficient Cash Surrender Value to cover
the monthly deduction for the next two months.
R-1506
Page 3
<PAGE>
4. For any increase in Specified Premium, the effective date will be the
Monthly Processing Date that falls on or next follows the date the
Supplemental Application is approved by us. For any decrease in amount the
effective date will be the Monthly Processing Date that falls on or next
follows receipt of the written request to reduce coverage. The effective
date of an increase or decrease will be shown in a Supplemental Policy
Schedule.
TERMINATION. This Rider will terminate upon the earliest of the following:
1. the Policy anniversary nearest the 65th birthday of the Insured. However, if
total disability begins before the Policy anniversary nearest the 60th
birthday of the Insured, the benefit will continue as stated in the Benefit
section;
2. the expiration of the Grace Period of the Policy;
3. the termination or surrender of the Policy;
4. the date the Policy matures; or
5. the receipt by us of a written request from you to cancel this Rider on any
Monthly Processing Date.
Any deduction for the cost of total disability insurance after termination of
this Rider will not be considered a reinstatement of this Rider nor a waiver by
us of the termination. Any such deduction will be credited to the Account Value
of the Policy as of the date of the deduction.
Signed for the Company at Denver, Colorado.
SECURITY LIFE OF DENVER INSURANCE COMPANY
SECRETARY
R-1506
Page 4
<PAGE>
<TABLE>
<CAPTION>
TABLE OF MONTHLY COST OF TOTAL DISABILITY INSURANCE RATES PER $1 OF MONTHLY SPECIFIED
PREMIUM AMOUNT FOR DETERMINING COST OF TOTAL DISABILITY INSURANCE FOR THIS RIDER
Male and Female -- Standard, Smoker or Juvenile Risks
Monthly Cost of Monthly Cost of Monthly Cost of
Insured's Total Disability lnsured's Total Disability lnsured's Total Disability
Attained Age Insurance Rate Attained Age Insurance Rate Attained Age Insurance Rate
- ---------------- -------------------- --------------- -------------------- ---------------- --------------------
<S> <C> <C> <C> <C> <C>
10 0.017 30 0.020 50 0.060
11 0.017 31 0.020 51 0.065
12 0.017 32 0.020 52 0.070
13 0.017 33 0.022 53 0.074
14 0.017 34 0.022 54 0.078
15 0.017 35 0.022 55 0.083
16 0.018 36 0.024 56 0.089
17 0.018 37 0.025 57 0.098
18 0.018 38 0.027 58 0.110
19 0.018 39 0.028 59 0.127
20 0.018 40 0.030 60 0.068
21 0.018 41 0.032 61 0.057
22 0.018 42 0.033 62 0.046
23 0.018 43 0.035 63 0.033
24 0.018 44 0.037 64 0.020
25 0.018 45 0.039
26 0.018 46 0.041
27 0.018 47 0.045
28 0.019 48 0.050
29 0.020 49 0.055
</TABLE>
R-1506
Page 5
EXHIBIT 1.A(5)(f)
AVIATION EXCLUSION RIDER
This Rider is a part of the Policy to which it is attached if the Rider is shown
in the Schedule.
EXCLUSION. The Policy is subject to the condition that no benefit will be paid
if the Insured's death results directly or indirectly from any of the causes
stated below.
The exclusion also applies to any rider attached to the Policy. No benefit is
payable if death results from flight on or parachute or descent from any kind of
air or space craft if the Insured:
a. is a pilot, officer, or member of the crew; or
b. is giving or receiving any kind of instruction or training; or
c. has any duties aboard such craft.
REFUND. If the Insured's death results from one of the excluded causes, our
liability will be limited to a refund of the greater of:
a. the premium paid on the Policy, reduced by any policy loan, any
partial surrenders, and any benefits already paid; or
b. the surrender value on the date of death.
In no event will we refund more than the amount which would have been payable if
there had been no exclusion.
GENERAL. This rider will be included in any new policy to which the Policy is
changed. This Exclusion will continue to apply after the expiration of the
contestable period in the Policy.
The effective date of this Rider (Rider Date) is the same as the Date of Issue
of the Policy unless a different effective date is shown on this Rider.
Signed for the Company at Denver, Colorado.
SECURITY LIFE OF DENVER INSURANCE COMPANY
/s/ Gary W. Waggoner
SECRETARY
Exhibit 1.A(5)(g)
ADDITIONAL INSURED RIDER
This Rider is a part of the Policy to which it is attached if the Rider is shown
in the Schedule. It must be read with all Policy provisions. This Rider does not
participate in our surplus earnings. This Rider has no loan or Cash Surrender
Value. The Rider effective date is the Policy Date or, if added later, the
Monthly Processing Date on or next following the date your application for this
Rider is approved by us.
DEFINITIONS. The Additional Insured means the person named in the application
for this Rider. The Additional Insured is a different person from the person
insured under the base Policy to which this Rider is attached. Any rider
providing benefits based on the Insured's disability does not pertain to a
disability of the Additional Insured. The owner of the Policy is the owner of
this Rider.
THE DEATH BENEFIT. Upon receipt of proof that the Additional Insured died while
this Rider was in force, we will pay the Beneficiary a Death Benefit. The
benefit is a level amount as shown in the Schedule for the Additional Insured.
COST OF INSURANCE. The cost of insurance for this Rider is determined monthly
and deducted from the Account Value of the policy on each Monthly Processing
Date until this Rider terminates. Deductions are determined separately for each
increase in the Death Benefit. The cost of insurance for the Additional Insured
is based on the Policy year and the Additional Insured's sex, rate class, and
issue age. The cost of insurance on the Additional Insured is calculated as the
monthly cost of insurance rate (as determined by us from time to time)
multiplied by the Death Benefit (in thousands) in force on the Additional
Insured.
The monthly guaranteed cost of insurance rates per $1,000 for this Rider are
shown in the policy in the Table of Guaranteed Rates. These rates apply to a
standard insured and will be adjusted by any special rating class for the
Additional Insured as shown in the Schedule.
BENEFICIARY. The Beneficiary of this Rider will be the person Insured under the
Policy unless otherwise provided. The Beneficiary of this Rider may be changed
as provided in the Policy. Unless specifically stated, a beneficiary change
under the Policy will not change the Beneficiary under this Rider.
INCONTESTABILITY. After this Rider has been in force during the Additional
Insured's life for two years from the Rider effective date, we will not contest
the statements in the application for this Rider attached at issue.
After this Rider has been in force during the Additional Insured's life for two
years from the effective date of any increase in any benefit with respect to the
Additional Insured, we will not contest the statements in the application for
such change.
After this Rider has been in force during the Additional Insured's life for two
years from the effective date of any reinstatement, we will not contest the
statements in the application for such reinstatement.
SUICIDE EXCLUSION. Death of the Additional Insured from suicide within two years
from the Rider effective date, whether the Additional Insured is sane or insane,
will limit our liability under this Rider to the return of the cost of insurance
deducted.
Death of the Additional Insured from suicide within two years from the effective
date of any increase in the amount of insurance on the Additional Insured,
whether the Additional Insured is sane or insane, will limit our liability with
respect to such increase to the return of the cost of insurance deducted for
such increase.
Form R2002-3/96
Page 1
<PAGE>
MISSTATEMENT OF AGE OR SEX. If the Additional Insured's age or sex has been
misstated, any amount payable by us will be adjusted. The amount payable will be
the amount that the cost of insurance which was deducted from the Account Value
on the last Monthly Processing Date prior to the death of the Additional Insured
would have purchased for the Additional Insured's correct age and sex.
CONVERSION OPTION. Subject to the terms below, the Owner may convert this Rider
to a policy on the life of the Additional Insured. You need not submit evidence
that the Additional Insured is insurable in order to exercise this option.
1. You must exercise the option in writing and pay the premium due on the new
policy. You may exercise the Conversion Option on any Conversion Date.
2. The face amount of the new policy may not be less than the minimum amount
issued by us on the plan you select. The face amount of the new policy may
be for any amount not exceeding the amount of insurance in force on the
Additional Insured.
3. If you want to include an accidental death, waiver of cost, or any other
additional benefit in the policy, you will need our consent. You must submit
evidence satisfactory to us that the Additional Insured is still insurable
for the same Premium Class as this Policy according to our normal rules.
4. The new policy may be any level premium whole life, flexible premium
adjustable life or endowment policy issued by us. The Premium for the policy
will be at our regular rate charged for the plan you select. The premium
will depend on the sex, rate class and attained age nearest birthday of the
Additional Insured on the Conversion Date.
5. The Policy Date of the new Policy will be the date of conversion.
CONVERSION DATE. Conversion Dates occur on each Monthly Processing Date prior to
the Policy anniversary nearest age 70 of the Additional Insured. On the
insured's death, prior to the death of the Additional Insured, an additional
Conversion Date will be allowed on the 30th day following the date of the
Insured's death. Coverage under this Rider will continue to such date.
CHANGE IN AMOUNT OF COVERAGE. At any time after the first Rider anniversary, the
insurance coverage under this Rider may be changed. The coverage may be
increased or decreased by a written request from you to change the amount of
coverage. You may decrease the coverage only once each Policy year. The change
in coverage may not be for an amount of less than $1,000. Any change is subject
to the following conditions:
a) Any requested decrease in the Rider Death Benefit is subject to our
approval. Our approval may be conditioned on eliminating any future
scheduled increases to the rider death benefit. Any decrease will reduce the
insurance in the following order:
i) against insurance provided by the most recent increase;
ii) against the next most recent increase successively; and
iii) against insurance provided under the original application and stated
in the Schedule.
b) The amount of coverage under this Rider in effect after any requested
decrease may not be less than $10,000.
c) Any request for an increase must be applied for on a Supplemental
Application. The increase is subject to our receiving evidence satisfactory
to us that the Additional Insured is still insurable for the same Premium
Class as this Policy according to our normal rules. An
Form R2002-3/96
Page 2
<PAGE>
increase will also be subject to the existence of sufficient Account Values,
less any Policy loan, to cover the monthly deduction for the next two
months.
d) For any increase or addition to coverage, the effective date will be the
Monthly Processing Date that falls on or next follows the date the
Supplemental Application is approved by us. For any decrease in coverage,
the effective date will be the Monthly Processing Date that falls on or next
follows receipt of the written request to reduce coverage. This date will be
the effective date shown in the Supplemental Policy Schedule.
TERMINATION. This Rider will terminate on the earliest of the following dates:
1. the expiration of the Grace Period of the Policy;
2. the termination or surrender of the Policy;
3. the Policy Anniversary nearest the 100th birthday of the Additional Insured;
4. the receipt by us of a written request from you to cancel this Rider on any
Monthly Processing Date;
5. the date a conversion Option is exercised; or
6. the maturity date of the Policy.
Any deduction for the cost of insurance after termination of this Rider will not
be considered a reinstatement of this Rider nor a waiver by us of the
termination. Any such deduction will be credited to the Account Value of the
Policy as of the date of the deduction.
Signed for the Company at Denver, Colorado
SECURITY LIFE OF DENVER INSURANCE COMPANY
/s/ Gary W. Waggoner
SECRETARY
Form R2002-3/96
Page 3
Exhibit 1.A(8)(b)(x)
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
THIS AGREEMENT is made by and among Security Life of Denver Insurance
Company, a life insurance company organized under the laws of the State of
Colorado ("Insurance Company"), Variable Insurance Products Fund, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a
Massachusetts corporation (the "Underwriter") (collectively, the "Parties").
WHEREAS, the Parties executed a participation agreement dated August
10, 1994 (the "Participation Agreement"), governing how shares of the Fund's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by the Insurance Company
through certain separate accounts (the "Separate Accounts");
WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule A of the Participation Agreement and the various portfolios
made available to the Separate Accounts are listed in Schedule C;
WHEREAS, the Parties have agreed that it is in their interests to add
two additional Contracts funded by the Separate Accounts and two additional
portfolios made available to the Separate Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the
Insurance Company, the Fund and the Underwriter agree as follows:
1. The Participation Agreement is hereby amended by substituting for
the original Schedule A and amended Schedule A in the form attached hereto which
deletes the Fulcrum Fund Variable Account and which adds the Strategic Advantage
II Variable Universal Life policy and the FirstLine II Variable Universal Life
policy to the list of Contracts funded by the Separate Accounts.
2. The Participation Agreement is hereby amended by substituting for
the original Schedule C an amended Schedule C in the form attached hereto which
deletes the Neuberger and Berman Government Income Portfolio, the Van Eck Gold
and Natural Resources Portfolio and the Van Eck Worldwide Balanced Portfolio,
and which adds the AIM VI Capital Appreciation Portfolio, the AIM VI Government
Securities Portfolio, the INVESCO VIF Small Company Growth Fund, the Van Eck
Worldwide Insurance Trust Worldwide Bond Fund, Worldwide Emerging Markets Fund,
Worldwide Hard Assets Fund and Worldwide Real Estate Fund to the list of
portfolios made available to the Separate Accounts.
<PAGE>
Executed this 1st day of June, 1998.
Variable Insurance Products Fund
ATTEST:_______________________ BY: /s/ Robert C. Pozen
-----------------------------
Robert C. Pozen
Senior Vice President
Security Life of Denver Insurance Company
ATTEST:_______________________ BY: /s/ Carol D. Hard
-----------------------------
Fidelity Distributors Corporation
ATTEST:_______________________ BY: /s/ Kevin J. Kelly
-----------------------------
Kevin J. Kelly
Vice President
2
<PAGE>
Schedule A
Separate Accounts and Associated Contracts
Name of Separate Account and Contracts Funded
Date Established by Board of Directors By Separate Account
Security Life Separate Account A1 The Exchequer Variable Annuity
(November 3, 1993) (Flexible Premium Deferred Combination
Fixed and Variable Annuity Contract)
Security Life Separate Account L1 First Line (Flexible Premium Variable
(November 3, 1993) Life Insurance Policy)
Strategic Advantage Variable Universal
Life (Flexible Premium Variable
Universal Life Insurance Policy)
FirstLine II Variable Universal Life
(Flexible Premium Variable Life
Insurance Policy)
Strategic Advantage II Variable
Universal Life (Flexible Premium
Variable Life Insurance)
3
<PAGE>
Schedule C
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
AIM VI Capital Appreciation Portfolio
AIM VI Government Securities Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio
INVESCO VIF High Yield Portfolio
INVESCO VIF Industrial Income Portfolio
INVESCO VIF Total Return Portfolio
INVESCO VIF Utilities Portfolio
INVESCO VIF Small Company Growth Fund
Neuberger and Berman Growth Portfolio
Neuberger and Berman Limited Maturity Bond Portfolio
Neuberger and Berman Partners Portfolio
Van Eck Worldwide Insurance Trust
Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
Fidelity Investments Variable Insurance Products Fund
Growth Portfolio
Money Market Portfolio
Overseas Portfolio
Exhibit 1.A(8)(b)(xi)
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
THIS AGREEMENT is made by and among Security Life of Denver insurance
Company, a life insurance company organized under the laws of the State of
Colorado (the "Insurance Company"), Variable Insurance Products Fund II, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a
Massachusetts corporation (the "Underwriter") (collectively, the "Parties").
WHEREAS, the Parties executed a participation agreement dated August
10, 1994 (the "Participation Agreement "), governing how shares of the Fund's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by the Insurance Company
through certain separate accounts (the "Separate Accounts");
WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule A of the Participation Agreement and the various portfolios
made available to the Separate Accounts are listed in Schedule C;
WHEREAS, the Parties have agreed that it is in their interests to add
two additional Contracts funded by the Separate Accounts and two additional
portfolios made available to the Separate Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the
Insurance Company, the Fund and the Underwriter agree as follows:
1. The Participation Agreement is hereby amended by substituting for
the original Schedule A and amended Schedule A in the form attached hereto which
deletes the Fulcrum Fund Variable Account and which adds the Strategic Advantage
II Variable Universal Life policy and the FirstLine II Variable Universal Life
policy to the list of Contracts funded by the Separate Accounts.
2. The Participation Agreement is hereby amended by substituting for
the original Schedule C an amended Schedule C in the form attached hereto which
deletes the Neuberger and Berman Government Income Portfolio, the Van Eck Gold
and Natural Resources Portfolio and the Van Eck Worldwide Balanced Portfolio,
and which adds the AIM VI Capital Appreciation Portfolio, the AIM VI Government
Securities Portfolio, the INVESCO VIF Small Company Growth Fund, the Van Eck
Worldwide Insurance Trust Worldwide Bond Fund, Worldwide Emerging Markets Fund,
Worldwide Hard Assets Fund and Worldwide Real Estate Fund to the list of
portfolios made available to the Separate Accounts.
<PAGE>
Executed this 1st day of June, 1998.
Variable Insurance Products Fund
ATTEST:__________________________ BY: /s/ Robert C. Pozen
----------------------------
Robert C. Pozen
Senior Vice President
Security Life of Denver Insurance Company
ATTEST:__________________________ BY: /s/ Carol D. Hard
----------------------------
Fidelity Distributors Corporation
ATTEST:__________________________ BY: /s/ Kevin J. Kelly
----------------------------
Kevin J. Kelly
Vice President
<PAGE>
Schedule A
Separate Accounts and Associated Contracts
Name of Separate Account and Contracts Funded
Date Established by Board of Directors By Separate Account
- -------------------------------------- -------------------
Security Life Separate Account Al The Exchequer Variable Annuity
(November 3, 1993) (Flexible Premium Deferred
Combination Fixed and Variable
Annuity Contract)
Security Life Separate Account LI First Line (Flexible Premium
(November 3, 1993) Variable Life Insurance Policy)
Strategic Advantage Variable
Universal Life (Flexible Premium
Variable Universal Life Insurance
Policy)
FirstLine II Variable Universal
Life (Flexible Premium Variable
Life Insurance Policy)
Strategic Advantage II Variable
Universal Life (Flexible Premium
Variable Life Insurance)
<PAGE>
Schedule C
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
AIM VI Capital Appreciation Portfolio
AIM VI Government Securities Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio
INVESCO VIF High Yield Portfolio
INVESCO VIF Industrial Income Portfolio
INVESCO VIF Total Return Portfolio
INVESCO VIF Utilities Portfolio
INVESCO VIF Small Company Growth Fund
Neuberger and Berman Growth Portfolio
Neuberger and Berman Limited Maturity Bond Portfolio
Neuberger and Berman Partners Portfolio
Van Eck Worldwide Insurance Trust
Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
Fidelity Investments Variable Insurance Products Fund II
Asset Manager Portfolio
Index 500 Portfolio
4
Exhibit 1.A(8)(c)(ii)
EXPENSE ALLOCATION AGREEMENT
This Agreement is made as of the 25th day of August, 1998 by and
between Security Life of Denver, a Colorado corporation ("Security Life"), A I M
Advisors, Inc., a Delaware corporation ("AIM Advisors"), and A I M Distributors,
Inc., a Delaware corporation ("AIM Distributors") (collectively, the "Parties").
W I T N E S S E T H:
WHEREAS, AIM Advisors and AIM Distributors serve as the investment
adviser and principal underwriter, respectively, of the AIM Variable Insurance
Funds, Inc., a Maryland corporation ("Fund"), which currently consists of nine
separate series (each, a "Portfolio"); and
WHEREAS, Security Life has each entered into an agreement, dated
December 3, 1997, with the Fund (a "Participation Agreement") pursuant to which
the Fund will make shares of each Portfolio listed from time to time on Schedule
A of the Agreement available to Security Life at net asset value and with no
sales charges, subject to the terms of the Participation Agreement, to fund
benefits under variable annuity contracts and/or variable life insurance
policies (collectively, "Policies") to be issued by Security Life; and
WHEREAS, the Participation Agreement provides that the Fund will bear
the costs of preparing, filing with the Securities and Exchange Commission and
setting for printing the Fund's prospectus, statement of additional information,
including any amendments or supplements thereto, periodic reports to
shareholders, Fund proxy material and other shareholder communications
(collectively, the "Fund Materials"), and that the Fund will provide Security
Life with camera ready copies of M Fund Materials; and
WHEREAS, the Participation Agreement provides that Security Life shall
print in quantity and deliver to existing owners of Policies ("Policy owners")
the Fund Materials, and that the costs of printing in quantity and delivering to
existing Policy owners such Fund Materials will be borne by Security Life; and
WHEREAS, the Participation Agreement provides that the expenses of
distributing a Portfolio's shares and the Policies will be borne by Security
Life; and
WHEREAS, Security Life will incur various administrative expenses in
connection with the servicing of Policy owners who have allocated Policy value
to a Portfolio, including, but not limited to, responding to various Policy
owner inquiries regarding a Portfolio; and
<PAGE>
WHEREAS, the Parties wish to allocate expenses in a manner that is fair
and equitable, and consistent with the best interests of Policy owners; and
WHEREAS, the Parties hereto wish to establish a means for allocating
the expenses that does not entail the expense and inconvenience of separately
identifying and accounting for each item of expense;
NOW, THEREFORE in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
SECTION 1. EXPENSE ALLOCATIONS
1.1. Fund Materials.
(a) Subject to Section 2 hereof, Security Life, or its
affiliates, shall initially bear the costs of printing in quantity and
distributing all Fund Materials required by law to be distributed to existing
Policy owners who have allocated Policy value to a Portfolio.
(b) Subject to Section 2 hereof, Security Life, or its
affiliates, shall initially bear the costs of printing in quantity and mailing
all Fund Materials to prospective Policy owners.
1.2. Sales Materials.
(a) AIM Advisors and AIM Distributors, as they may allocate
between themselves, shall bear the costs of preparing all sales literature or
other promotional material relating to each Portfolio (collectively, "Fund Sales
Materials").
(b) Subject to Section 2 hereof, Security Life, or its
affiliates, shall initially bear the costs of printing in quantity all Fund
Sales Materials, and preparing and printing in quantity all sales literature or
other promotional material relating to the Policies (collectively, "Security
Life Sales Materials").
(c) Subject to Section 2 hereof, Security Life, or its
affiliates, shall initially bear the costs of mailing all Fund Sales Materials
and Security Life Sales Materials to prospective Policy owners.
1.3. Policy Owner Servicing.
Subject to Section 2 hereof, Security Life, or its affiliates,
shall initially bear all costs of servicing Policy owners who have allocated
Policy value to a Portfolio, which servicing shall include, but is not limited
to, responding to various Policy owner inquiries regarding a Portfolio and
recordkeeping relating thereto.
2
<PAGE>
SECTION 2. REIMBURSEMENT OF EXPENSES
(a) AIM Advisors and AIM Distributors, as they may allocate between
themselves, shall pay to Security Life, on a pro rata basis, a monthly payment
("Monthly Payment") equal to a percentage of all Portfolios' average monthly net
assets attributable to Policies issued by Security Life at the following annual
rates:
ANNUAL RATE TOTAL AVERAGE MONTHLY NET ASSETS FOR ALL PORTFOLIOS
0.15% Assets up to $ 100 million
0.20% Assets in excess of $ 100 million
(b) For purposes of calculating the amount of the expense
reimbursement, described in (a) above, the "average monthly net assets" of all
Portfolios for any calendar month shall be equal to the quotient produced by
dividing (i) the sum of the net assets of such Portfolios determined in
accordance with procedures established from time to time by or under the
direction of the Funds' Board of Directors, for each business day of such month,
by (ii) the number of such business days; and
(c) AIM Advisors or AIM Distributors will calculate the payment
contemplated by this Section 2 at the end of each calendar month and will make
such payment to Security Life within thirty (30) days thereafter. Each payment
will be accompanied by a statement showing the calculation of the monthly
amounts payable by AIM Advisors or AIM Distributors and such other supporting
data as may be reasonably requested by Security Life.
(e) The form of payment made by AIM Advisors or AIM Distributors
pursuant to this Section 2 will be cash; provided, however, that AIM Advisors or
AIM Distributors and Security Life may from time to time mutually agree in
writing to payments by AIM Advisors or AIM Distributors of a portion of the
payments made pursuant to this Section 2 in the form of research services or
other forms of payment.
(f) From time to time, the Parties hereto shall review the Monthly
Payment to determine whether it exceeds or is reasonably expected to exceed the
incurred and anticipated costs, over time, of Security Life specified in Section
1 hereof. The Parties agree to negotiate in good faith a reduction to the
Monthly Payment as necessary to eliminate any such excess, or such other change
as may be necessary to reflect the actual costs of the services provided
hereunder.
SECTION 3. TERM OF AGREEMENT
This Agreement shall continue in effect for so long as the AIM Advisors or its
successor(s) in interest, or any affiliate thereof, continues to perform in a
similar capacity for the Fund, and for so long as any Policy value or any monies
attributable Security Life is allocated to a Portfolio.
3
<PAGE>
SECTION 4. TERMINATION
This Agreement may be terminated upon mutual agreement of the Parties
hereto in writing.
SECTION 5. AMENDMENT
This Agreement may be amended only upon mutual agreement of the Parties
hereto in writing.
SECTION 6. NOTICES
Notices and communications required or permitted hereby will be given
to the following persons at the following addresses and facsimile numbers, or
such other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
Security Life of Denver
1290 Broadway
Denver, CO 80203
Facsimile: (303 ) 860-2134
Attn: Anna M. Kautzman, Esq.
Assistant General Counsel
A I M Advisors, Inc. or A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185
Attn: Nancy L. Martin, Esquire
SECTION 7. APPLICABLE LAW
Except insofar as the 1940 Act or other federal laws and regulations
may be controlling, this Agreement will be construed and the provisions hereof
interpreted under and in accordance with Delaware law, without regard for that
state's principles of conflict of laws.
SECTION 8. EXECUTION IN COUNTERPARTS
This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together will constitute one and the same instrument.
4
<PAGE>
SECTION 9. SEVERABILITY
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.
SECTION 10. RIGHTS CUMULATIVE
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, that the Parties are entitled to under federal and state
laws.
SECTION 11. HEADINGS
The headings used in this Agreement are for purposes of reference only
and shall not limit, or define, the meaning of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers signing below.
SECURITY LIFE OF DENVER
By: /s/ Stephen M. Christopher
--------------------------
Name: Stephen M. Christopher
--------------------------
Title: President
--------------------------
A I M ADVISORS, INC.
By: /s/ Robert H. Graham
--------------------------
Name: Robert H. Graham
--------------------------
Title: President
--------------------------
A I M DISTRIBUTORS, INC.
By: /s/ Michael J. Cemo
--------------------------
Name: Michael J. Cemo
--------------------------
Title: President
--------------------------
5
Exhibit 1.A(8)(c)(iii)
SERVICE AGREEMENT
This Agreement is made as of the 1st day of January, 1998, by and
between INVESCO Funds Group, Inc. ("INVESCO"), and Security Life of Denver
Insurance Company ("Security Life"), a Colorado corporation, collectively, the
"Parties."
WITNESSETH:
WHEREAS INVESCO serves as the distributor for the INVESCO Variable
Investment Funds, Inc. (the "Company"); and
WHEREAS Security Life has entered into an agreement, dated August 26,
1994, and amended February 22, 1995, with the Company and INVESCO (the
"Participation Agreement") pursuant to which INVESCO will make shares of each of
its Portfolios available to certain variable life insurance and/or variable
annuity contracts offered by Security Life through certain separate accounts
(the "Separate Accounts") at net asset value and with no sales charges, subject
to the terms of the Participation Agreement; and
WHEREAS the Participation Agreement provides that the Company will bear
the costs of preparing, filing with the Securities and Exchange Commission,
printing or duplicating and mailing the Company's (or the Portfolios')
prospectus, statement of additional information and any amendments or
supplements thereto, periodic reports to shareholders, Fund proxy material and
other shareholder communications (collectively, the "Fund Materials") required
by law to be sent to owners of Contracts ("Contract Owners") who have allocated
any Contract value to a Portfolio; and
WHEREAS the Participation Agreement provides that the Company, at its
expense, will provide Security Life with camera ready copies or copies suitable
for duplication of all Fund Materials with respect to prospective Variable
Contract Owners of Security Life; and
WHEREAS the Participation Agreement makes no provision for which party
shall incur various administrative expenses in connection with the servicing of
Contract Owners who have allocated Contract value to a portfolio, 'including,
but not limited to, responding to various Contract Owner inquiries regarding a
Portfolio; and
WHEREAS the Parties hereto wish to allocate the expenses in a manner
that is fair and equitable, and consistent with the best interests of Contract
Owners; and
WHEREAS the Parties hereto wish to establish a means for allocating the
expenses that does not entail the expense and inconvenience of separately
identifying and accounting for each item of Fund expense;
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
I. SERVICES PROVIDED:
Security Life agrees to provide services to the Company and INVESCO including
the following:
1
<PAGE>
a) responding to inquiries from Security Life Contract Owners using one or
more of the Portfolios as an investment vehicle regarding the services
performed by Security Life as they relate to INVESCO, The Company or
its Portfolios;
b) providing information to INVESCO or the Company and to Contract Owners
with respect to shares attributable to Contract Owner accounts;
c) facilitate the printing and mailing of shareholder communications from
INVESCO or the Company as may be required pursuant to Article III of
the Participation Agreement;
d) communication directly with Contract Owners concerning INVESCO or the
Company's operations;
e) providing such similar services as the INVESCO or the Company may
reasonably request to the extent permitted or required under applicable
statutes, rules and regulations.
II. EXPENSE ALLOCATIONS:
Subject to Section III hereof, Security Life or its affiliates shall initially
bear the costs of the following:
a) printing and distributing all Fund Materials to be distributed to
prospective Contract owners except as may otherwise be provided in the
Participation Agreement;
b) printing and distributing all sales literature or promotional material
developed by Security Life or its affiliates and relating to the
Contracts;
c) servicing Contract Owners who have allocated Contract value to a
Portfolio, which servicing shall include, but is not limited to, the
items listed in Paragraph I of this Agreement.
III. PAYMENT OF EXPENSES:
In recognition of the substantial savings in administrative expenses to INVESCO
and the Company by virtue of having a sole shareholder, Security Life, and
having that shareholder be responsible for the servicing of the Contract Owners,
INVESCO will pay an administrative service fee to Security Life, as described
below:
a) INVESCO shall pay to Security Life a quarterly fee (hereinafter, the
"Quarterly Fee") equal to a percentage of the average daily net assets
of the Portfolio attributable to Contracts offered by Security Life, at
the annual rate of .20% on the aggregate net assets of the INVESCO
VIF-Industrial Income and the INVESCO VIF-Total Return and the INVESCO
VIF-Small Company Growth Portfolios, and at the annual rate of .15% on
the aggregate net assets of the INVESCO VIF-High Yield and INVESCO
VIF-Utilities Portfolios, in connection with the expenses incurred by
Security Life under Section II hereof. The payment of the Quarterly Fee
shall commence as of the stated effective date of this Agreement but
shall be payable only on each Portfolio which has reached $30 million
in total net assets.
b) From time to time, the Parties hereto shall review the Quarterly Fee to
determine whether it reasonably approximates the incurred and
anticipated costs, over time, of Security Life in
2
<PAGE>
connection with its duties hereunder. The Parties agree to negotiate in
good faith any change to the Quarterly Fee proposed by another Party in
good faith.
c) This Agreement shall not modify any of the provisions of Article III of
the Participation Agreement, but shall supplement those provisions.
IV. TERM OF AGREEMENT:
This Agreement shall continue in effect for so long as Security Life or its
successor(s) in interest, or any affiliate thereof, continues to hold shares of
the Company or its portfolios, and continues to perform in a similar capacity
for the Company and INVESCO.
V. INDEMNIFICATION:
(a) Security Life agrees to indemnify and hold harmless the, INVESCO and
their officers and directors, from any and all loss, liability and
expense resulting from the gross negligence or willful wrongful act of
Security Life under this Agreement, except to the extent such loss,
liability or expense is the result of the willful misfeasance, bad
faith or gross negligence of the Company or INVESCO in the performance
of its duties, or by reason of the reckless disregard of their
obligations and duties under this Agreement.
(b) The INVESCO agree to indemnify and hold harmless Security Life and its
officers and directors from any and all loss, liability and expense
resulting from the gross negligence or willful wrongful act of INVESCO
under this Agreement, except to the extent such loss, liability or
expense is the result of the willful misfeasance, bad faith or gross
negligence of Security Life in the performance of its duties, or by
reason of the reckless disregard of its obligations and duties under
this Agreement.
VI. NOTICES:
Notices and communications required or permitted hereby will be given to the
following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Attn: Glen A. Payne, Esq.
FAX: 303 930-6541
Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-1566
Attn: Russell C. Burk, Esq.
FAX: 303-860-2134
3
<PAGE>
VII. APPLICABLE LAW:
Except insofar as the Investment Company Act of 1940 or other federal laws and
regulations may be controlling, this Agreement will be construed and the
provisions hereof interpreted under and in accordance with Colorado law, without
regard for that state's principles of conflict of laws.
VIII. EXECUTION IN COUNTERPARTS:
This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together will constitute one and the same instrument.
IX. SEVERABILITY:
If any provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby.
X. RIGHTS CUMULATIVE:
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, that the Parties are entitled to under federal and state laws.
XI. HEADINGS:
The headings used in this Agreement are for purposes of reference only and shall
not limit or define the meaning of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers signing below.
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
---------------------------
Ronald L. Grooms
Senior Vice President & Treasurer
SECURITY LIFE OF DENVER INSURANCE COMPANY
By: /s/ Carol D. Hard
---------------------------
Carol D. Hard
Senior Vice President
4
Exhibit 1.A(8)(c)(iv)
SERVICE AGREEMENT
This Agreement is made as of the 1st day of December 1997 by and
between Neuberger & Berman Management Incorporated, a New York corporation
("NBMI"), and Security Life of Denver Insurance Company ("Life Company"), a
Colorado corporation, collectively, the "Parties."
W I T N E S S E T H:
WHEREAS, NBMI serves as the investment adviser of Neuberger & Berman
Advisers Management Trust (the "Trust"), which currently consists of several
separate series (each, a "Portfolio"); and
WHEREAS, the Life Company has entered into an agreement, dated
September 28, 1994, with Trust and NBMI as amended May 1, 1995 to add Advisers
Managers Trust as a party (the "Sales Agreement") pursuant to which the Trust
will make shares of each Portfolio listed from time to time on Appendix A
thereto available to certain variable life insurance and/or variable annuity
contracts offered by Life Company through certain separate accounts (the
"Separate Accounts") at net asset value and with no sales charges, subject to
the terms of the Sales Agreement; and
WHEREAS, the Sales Agreement provides that Trust will bear the costs of
preparing, filing with the Securities and Exchange Commission, printing or
duplicating and mailing Trust's prospectus, statement of additional information
and any amendments or supplements thereto, periodic reports to shareholders,
Fund proxy material and other shareholder communications (collectively, the
"Fund Materials") required by law to be sent to existing owners of Contracts
("Contract owners") who have allocated any Contract value to a Portfolio; and
WHEREAS, the Sales Agreement provides that the Trust, at its expense,
will provide Life Company with camera ready copies or copies suitable for
duplication of all Fund Materials with respect to prospective Contract owners of
Life Company; and
WHEREAS, the Sales Agreement makes no provision for which party shall
incur various administrative expenses in connection with the servicing of
Contract owners who have allocated Contract value to a Portfolio, including, but
not limited to, responding to various Contract owner inquiries regarding a
Portfolio; and
WHEREAS, the Parties hereto wish to allocate the expenses in a manner
that is fair and equitable, and consistent with the best interests of Contract
owners; and
WHEREAS, the Parties hereto wish to establish a means for allocating
the expenses that does not entail the expense and inconvenience of separately
identifying and accounting for each item of Fund expense;
1
<PAGE>
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
I. SERVICES PROVIDED:
Security Life agrees to provide services including but not limited to
the following:
a) delivering and responding to inquiries respecting Trust
prospectuses, reports, notices, proxies and proxy statements
and other information respecting the Portfolios (but not
including services paid for by the Trust such as printing and
mailing);
b) facilitating the tabulation of Contract owners' votes in the
event of a meeting of Trust shareholders;
c) providing and administering Contract features for the benefit
of Contract owners participating in the Trust, including fund
transfers, dollar cost averaging, asset allocation, portfolio
rebalancing, earnings sweep, and pre-authorized deposits and
withdrawals;
d) responding to inquiries from Life Company Contract owners
using one or more of the Portfolios as an investment vehicle
regarding the services performed by Life Company as they
relate to Trust or its Portfolios;
e) providing information to NBMI, the Trust, or the Trust's
transfer agent and to Contract owners with respect to shares
attributable to Contract owner accounts;
f) facilitating the printing and mailing of shareholder
communications from Trust as may be required pursuant to
Paragraph 4 of the Sales Agreement;
g) responding to inquiries from Contract owners concerning the
Trust and its operations;
h) providing such similar services as NBMI or Trust may
reasonably request to the extent permitted or required under
applicable statutes, rules and regulations.
II. EXPENSE ALLOCATIONS:
Subject to Section III hereof, Life Company or its affiliates shall
initially bear the costs of the following:
a) printing and distributing all Fund Materials to be distributed
to prospective Contract owners;
2
<PAGE>
b) printing and distributing all sales literature or promotional
material developed by Life Company or its affiliates and
relating to the Contracts;
c) servicing Contract owners who have allocated Contract value to
a Portfolio, which servicing shall include, but is not limited
to, the items listed in Paragraph I of this Agreement.
III. PAYMENT OF EXPENSES:
a) NBMI shall pay to Life Company a quarterly fee at the annual
rate of .10% (10 basis points) on the average daily net assets
of the Portfolio attributable to Contracts up to $50 million,
and the annual rate of .15% (15 basis points) on the average
daily net assets of the Portfolio attributable to Contracts
over $50 million, including all existing balances
(hereinafter, the "Quarterly Fee"), in connection with the
expenses incurred by Life Company under Section I hereof. The
payment of the Quarterly Fee shall commence at the end of the
first calendar quarter after the date hereof in which Contract
value has been allocated to a Portfolio. The payment to the
Life Company under this paragraph will be paid within thirty
(30) days of the end of each calendar quarter.
b) From time to time, the Parties hereto shall review the
Quarterly Fee to determine whether it reasonably approximates
the incurred and anticipated costs, over time, of Life Company
in connection with its duties hereunder. The Parties agree to
negotiate in good faith any change to the Quarterly Fee
proposed by a Party in good faith.
c) This Agreement shall not modify any of the provisions of
Paragraph 4 of the Sales Agreement, but shall supplement those
provisions.
IV. TERM OF AGREEMENT:
Any Party may terminate this Agreement, without penalty, on 60 days'
written notice to the other Party. Unless so terminated, this Agreement
shall continue in effect for so long as NBMI or its successor(s) in
interest, or any affiliate thereof, continues to perform in a similar
capacity for Trust, and for so long as any Contract value or any monies
attributable to Life Company is allocated to a Portfolio. This
Agreement may be amended only upon mutual agreement of the parties in
writing
V. INDEMNIFICATION:
a) Life Company agrees to indemnify and hold harmless NBMI and
its officers and directors, from any and all loss, liability
and expense resulting from the negligence or willful wrongful
act of Life Company under this Agreement, except
3
<PAGE>
to the extent such loss, liability or expense is the result of
the willful misfeasance, bad faith or negligence of NBMI in
the performance of its duties.
b) NBMI agrees to indemnify and hold harmless Life Company and
its officers and directors from any and all loss, liability
and expense resulting from the negligence or willful wrongful
act of the Advisers under this Agreement, except to the extent
such loss, liability or expense is the result of the willful
misfeasance, bad faith or negligence of Life Company in the
performance of its duties.
VI. NOTICES:
Notices and communications required or permitted hereby will be given
to the following persons at the following addresses and facsimile
numbers, or such other persons, addresses or facsimile numbers as the
Party receiving such notices or communications may subsequently direct
in writing:
Neuberger & Berman Management Inc.
Neuberger & Berman Advisers Management Trust
605 Third Avenue
New York, NY 10158-0006
Attn: Ellen Metzger, General Counsel
FAX: 212-476-8946
Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-1566
Attn: Russell C. Burk, Esq.
FAX: 303-860-2134
VII. APPLICABLE LAW:
Except insofar as the Investment Company Act of 1940 or other federal
laws and regulations may be controlling, this Agreement will be
construed and the provisions hereof interpreted under and in accordance
with New York law, without regard for that state's principles of
conflict of laws.
VIII. EXECUTION IN COUNTERPARTS:
This Agreement may be executed simultaneously in one or more
counterparts, each of which taken together will constitute one and the
same instrument.
IX. SEVERABILITY:
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
will not be affected thereby.
4
<PAGE>
X. RIGHTS CUMULATIVE:
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, that the Parties are entitled to
under federal and state laws.
XI. NO EFFECT ON OTHER AGREEMENTS
Nothing in this Agreement shall amend, modify or supersede any
contractual terms, obligations or covenants among or between any of the
Life Company, NBMI, the Trust or Advisers Managers Trust previously or
currently in effect, including those contractual terms, obligations or
covenants contained in the Sales Agreement.
XII. HEADINGS:
The headings used in this Agreement are for purposes of reference only
and shall not limit or define the meaning of the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers signing below.
NEUBERGER & BERMAN MANAGEMENT, SECURITY LIFE OF DENVER INSURANCE
INCORPORATED COMPANY
By: /s/ Daniel J. Sullivan By: /s/ Carol D. Hard
------------------------ ----------------------------
Name: Daniel J. Sullivan Name: Carol D. Hard
------------------------ ----------------------------
Title: Senior Vice President Title: Senior Vice President
------------------------ ----------------------------
5
Exhibit 1.A(8)(c)(v)
SERVICE AGREEMENT
This Agreement is entered into and effective as of the 1st day of
January, 1999, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS
COMPANY, INC. ("FIIOC") and SECURITY LIFE OF DENVER INSURANCE COMPANY
("Company").
WHEREAS, FIIOC provides transfer agency and other services to
Fidelity's Variable Insurance Products Fund, Variable Insurance Products Fund II
and Variable Insurance Products Fund III (collectively "Funds"); and
WHEREAS, the services provided by FIIOC on behalf of the Funds include
responding to inquiries about the Funds, including the provision of information
about the Funds' investment objectives, investment policies, portfolio holdings,
etc.; and
WHEREAS, Company and Southland Life Insurance Company (together
"Affiliates") hold shares of the Funds in order to fund certain variable annuity
contracts, group annuity contracts, and/or variable life insurance policies, the
beneficial interests in which are held by individuals, plan trustees, or others
who look to Affiliates to provide information about the Funds similar to the
information provided by FIIOC; and
WHEREAS, Affiliates and one or more of the Funds have entered into one
or more Participation Agreements, under which Affiliates agree not to provide
information about the Funds except for information provided by the Funds or
their designees; and
WHEREAS, FIIOC desires that Company shall cause Affiliates to be able
to respond to inquiries about the Funds from individual variable annuity owners,
participants in group annuity contracts issued by Affiliates and owners and
participants under variable life insurance policies issued by Affiliates, and
prospective customers for any of the above; and
WHEREAS, FIIOC and Company recognize that Affiliates' efforts in
responding to customer inquiries will reduce the burden that such inquiries
would place on FIIOC should such inquiries be directed to FIIOC.
NOW, THEREFORE, the parties do agree as follows:
1. Information to be Provided to Affiliates. FIIOC agrees to provide to
Affiliates, on a periodic basis, directly or through a designee, information
about the Funds' investment objectives, investment policies, portfolio holdings,
performance, etc. The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or content
of such informational reports, and the frequency with which such information is
provided. For purposes of Section 4.2 of each of Affiliates' Participation
Agreement(s) with the Funds, FIIOC represents that it is the designee of the
Funds, and Affiliates may therefore use the information provided by FIIOC
without seeking additional permission from the Funds.
2. Use of Information by Affiliates. Affiliates may use the information
provided by FIIOC in communications to individuals, plan trustees, or others who
have legal title or beneficial interest in the annuity or life insurance
products issued by Affiliates, and to prospective purchasers of such products or
beneficial interests thereunder. If such information is contained as part of
larger pieces of sales literature, advertising, etc., such pieces shall be
furnished for review to the Funds in accordance with the terms of Affiliates'
Participation Agreements with the Funds. Nothing herein shall give Affiliates
the right to expand upon, reformat or otherwise alter the information provided
by FIIOC. Affiliates acknowledge that the information provided them by FIIOC may
need to be supplemented with additional qualifying
<PAGE>
information, regulatory disclaimers, or other information before it may be
conveyed to persons outside Affiliates.
3. Compensation to Company. In recognition of the fact that Company
will cause Affiliates to respond to inquiries that otherwise would be handled by
FIIOC, FIIOC agrees to pay Company a quarterly fee computed as follows:
At the close of each calendar quarter, FIIOC will determine the Average
Daily Assets held in the Funds by Affiliates. Average Daily Assets shall be the
sum of the daily assets for each calendar day in the quarter divided by the
number of calendar days in the quarter. The Average Daily Assets shall be
multiplied by 0.0004 (4 basis points) and that sum shall be divided by four. The
resulting number shall be the quarterly fee for that quarter, which shall be
paid to Company during the following month.
Should any Participation Agreement(s) between an Affiliate and any
Fund(s) be terminated effective before the last day of a quarter, Company shall
be entitled to a fee for that portion of the quarter during which the
Participation Agreement was still in effect unless such termination is due to
misconduct on the part of the Affiliate. For such a stub quarter, Average Daily
Assets shall be the sum of the daily assets for each calendar day in the quarter
through and including the date of termination of the Participation Agreement(s),
divided by the number of calendar days in that quarter for which the
Participation Agreement was in effect. Such Average Daily Assets shall be
multiplied by 0.0004 (4 basis points) and that number shall be multiplied by the
number of days in such quarter that the Participation Agreement was in effect,
then divided by three hundred sixty-five. The resulting number shall be the
quarterly fee for the stub quarter, which shall be paid to Company during the
following month.
Notwithstanding the foregoing, compensation for each calendar quarter
will not exceed one million dollars ($ 1,000,000).
4. Termination. This Agreement may be terminated by Company at any
time upon written notice to FIIOC. FIIOC may terminate this Agreement at any
time upon ninety (90) days' written notice to Company. FIIOC may terminate this
Agreement immediately upon written notice to Company (1) if required by any
applicable law or regulation, (2) if so required by action of the Fund(s) Board
of Trustees, (3) if Company engages in any material breach of this Agreement or
(4) if any Affiliate engages in any conduct which would constitute a material
breach of this Agreement were the Affiliate a party to the Agreement. This
Agreement shall terminate immediately and automatically with respect to an
Affiliate upon the termination of that Affiliate's Participation Agreement(s)
with the Funds, and in such event no notice need be given hereunder.
5. Indemnification. Company agrees to indemnify and hold harmless FIIOC
for any misuse by any Affiliate, their agents and/or brokers, and any persons
controlling Company, under common control with Company, or controlled by
Company, of the information provided by FIIOC under this Agreement.
6. Applicable Law. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
7. Assignment. This Agreement may not be assigned, except that it shall
be assigned automatically to any successor to FIIOC as the Funds' transfer
agent, and any such successor shall be bound by the terms of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have set their hands as of the date first
written above.
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
By: /s/ Robert E. Donelan
-------------------------------
Robert E. Donelan
Vice President
SECURITY LIFE OF DENVER INSURANCE COMPANY
By: /s/ Stephen M. Christopher
--------------------------------
Name: Stephen M. Christopher
Title: President
<PAGE>
SERVICE CONTRACT
With Respect to Initial Class Shares of:
( ) Variable Insurance Products Fund - High Income Portfolio
( ) Variable Insurance Products Fund - Equity-Income Portfolio
( ) Variable Insurance Products Fund - Growth Portfolio
( ) Variable Insurance Products Fund - Overseas Portfolio
( ) Variable Insurance Products Fund II - Investment Grade Bond Portfolio
( ) Variable Insurance Products Fund II - Asset Manager Portfolio
( ) Variable Insurance Products Fund II - Contrafund Portfolio
( ) Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
( ) Variable Insurance Products Fund III - Growth Opportunities Portfolio
( ) Variable Insurance Products Fund III - Balanced Portfolio
( ) Variable Insurance Products Fund III - Growth & Income Portfolio
( ) Variable Insurance Products Fund III - Mid Cap Portfolio
To Fidelity Distributors Corporation:
We desire to enter into a Contract with you for activities in connection with
(i) the distribution of shares of the funds noted above (the "Funds") of which
you are the principal underwriter as defined in the Investment Company Act of
1940 (the "Act ") and for which you are the agent for the continuous
distribution of shares, and (ii) the servicing of holders of shares of the Funds
and existing and prospective holders of Variable Products (as defined below).
THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:
1. We shall provide distribution and certain shareholder services for our
clients who own or are considering the purchase of variable annuity contracts or
variable life insurance policies for which shares of the Funds are available as
underlying investment options ("Variable Products"), which services may include,
without limitation, answering questions about the Funds from owners of Variable
Products; receiving and answering correspondence (including requests for
prospectuses and statements of additional information for the Funds); performing
subaccounting with respect to Variable Products' values allocated to the Funds;
preparing, printing and distributing reports of values to owners of Variable
Products who have contract values allocated to the Funds; printing and
distributing prospectuses, statements of additional information, any supplements
to prospectuses and statements of additional information, and shareholder
reports; preparing, printing and distributing marketing materials for Variable
Products; assisting customers in completing applications for Variable Products
and selecting underlying mutual fund investment options; preparing, printing and
distributing subaccount performance figures for subaccounts investing in Fund
shares; and providing other reasonable assistance in connection with the
distribution of Fund shares to insurers.
2. We shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any part of the space, equipment and facilities
currently used in our business, or all or any personnel employed by us) as is
necessary or beneficial for us to provide information and services to existing
and prospective owners of Variable Products, and to assist you in providing
services with respect to Variable Products.
3. We agree to indemnify and hold you, the Funds, and the agents and affiliates
of each, harmless from any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions, of or by us or our
officers, employees or agents regarding the purchase, redemption, transfer or
registration of Fund shares that underlie Variable Products of our clients. Such
indemnification shall survive the termination of this Contract.
Neither we nor any of our officers, employees or agents are authorized
to make any representation concerning Fund shares except those contained in the
registration statement or prospectus for the Fund shares, as such registration
statement and prospectus may be amended or supplemented from time to time, or in
reports or proxy statements for the Fund, or in sales literature or other
promotional material approved by the Fund or its designee or by you, except with
the permission of the Fund or you or the designee of either.
<PAGE>
4. In consideration of the services and facilities described herein, we shall be
entitled to receive, and you shall pay or cause to be paid to us, fees at an
annual rate as set forth on the accompanying fee schedule. We understand that
the payment of such fees has been authorized pursuant to, and shall be paid in
accordance with, a Distribution and Service Plan approved by the Board of
Trustees of the applicable Fund, by those Trustees who are not "interested
persons" of the Fund (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Distribution and Service
Plan or in any agreements related to the Distribution and Service Plan
("Qualified Trustees"), and by shareholders of such class; and that such fees
are subject to change during the term of this Contract and shall be paid only so
long as this Contract is in effect. We also understand and agree that,
notwithstanding anything to the contrary, if at any time payment of all such
fees would, in your reasonable determination, conflict with the limitations on
sales or service charges set forth in Section 2830(d) of the NASD Conduct Rules,
then such fees shall not be paid; provided that in such event each Fund's Board
of Trustees may, but is not required to, establish procedures to pay such fees,
or a portion thereof, in such manner and amount as they shall deem appropriate.
5. We agree to conduct our activities in accordance with any applicable federal
or state laws and regulations, including securities laws and any obligation
thereunder to disclose to our clients the receipt of fees in connection with
their investment in Variable Products.
6. This Contract shall continue in force for one year from the effective date
(see below), and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically subject to termination
without penalty at any time if a majority of each Fund's Qualified Trustees or a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the applicable class vote to terminate or not to continue the Distribution and
Service Plan. Either of us also may cancel this Contract without penalty upon
telephonic or written notice to the other; and upon telephonic or written notice
to us, you may also amend or change any provision of this Contract. This
Contract will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
7. All communications to you shall be sent to you at your offices, 82 Devonshire
Street, Boston, MA 02109. Any notice to us shall be duly given if mailed or
telegraphed to us at the address shown in this Contract.
8. This Contract shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
Very truly yours,
Security Life of Denver Insurance Company By /s/ Stephen M. Christopher
- -------------------------------------------- --------------------------
Name of Qualified Recipient (Please Print or Type) Stephen M. Christopher
1290 Broadway
- --------------------------------------------
Street
Denver CO 80203-5699
- ---------------------------------------------
City State Zip Code
Date: effective as of January 1, 1999
-------------------------
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Eric D. Roiter
-----------------------------------
Eric D. Roiter
NOTE: Please return TWO signed copies of this Service Contract to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy will be
returned to you.
FOR INTERNAL USE ONLY:
EFFECTIVE DATE:
<PAGE>
FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF
Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II -Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
Variable Insurance Products Fund III - Mid Cap Portfolio
(1) Those who have signed the Service Contract and who render
distribution, administrative support and recordkeeping services as described in
paragraph I of the Service Contract will hereafter be referred to as "Qualified
Recipients."
(2) A Qualified Recipient providing services pursuant to the Service
Contract will be paid a quarterly fee at an annualized rate of six (6) basis
points of the average aggregate net assets of its clients invested in Initial
Class shares of the Funds listed above. In order to be assured of receiving full
payment under this paragraph (2) for a given calendar quarter, a Qualified
Recipient must have insurance company clients with a minimum of $ 1 00 million
of average net assets in the aggregate in the Funds listed below. For any
calendar quarter during which assets in these Funds are in the aggregate less
than $ 1 00 million, the amount of qualifying assets may be considered to be
zero for the purpose of computing the payments due under this paragraph (2), and
the payments under this paragraph (2) may be reduced or eliminated.
Variable Insurance Products Fund - Equity-income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
Variable Insurance Products Fund III- Mid Cap Portfolio
(3) The fees paid to each Qualified Recipient will be calculated and
paid quarterly. Checks will be mailed to each Qualified Recipient by the 30th of
the following month.
Exhibit 1.A(8)(c)(vi)
[logo of Van Eck Global appears here]
BY FEDERAL EXPRESS
October 10, 1997
Ms. Carol Hard
President
ING America Equities Inc.
Security Life Center
1290 Broadway, Suite 1600
Denver, CO 80203-5699
Re: Security Life of Denver - Administrative and Shareholder Services
Dear Ms. Hard:
One or more series of Van Eck Worldwide Insurance Trust ("Trust") as listed on
Exhibit A hereto, which may be amended from time to time (each such series or
collectively, as the context may require, "Series"), are offered or are soon to
be offered as investment media for variable life and annuity contracts which you
offer ('Contracts").
You agree to provide the services enumerated herein to Contract holders who are
beneficial owners of shares of the Series ("Contractholders"), which services
are normally provided by a transfer and/or shareholder servicing agent. Such
services shall consist of the following:
1. Providing necessary personnel and facilities to establish and
maintain Contractholder accounts and records.
2. Recording and crediting debits and credits to the accounts of
Contractholders in the form of cash, dividends and shares.
3. Paying the proceeds of redemptions to Contractholders either by check
or by wire.
4. Furnishing prospectuses, proxy statements, annual and semi-annual
reports to shareholders and other communications from the Series to
Contractholders.*
5. Performing such shareholder servicing as may be required, which shall
include but not be limited to, responding to questions regarding
account balances and other account inquiries.
6. Federal and state income tax withholding and reporting.
7. Providing such other assistance and services as may reasonably be
requested by the Series.
In recognition of your providing such services and the administrative cost
savings thereof, the Series will pay you the fees, set forth in Exhibit A hereto
("Fees").
*Subject to the terms and conditions provided in the Participation Agreement
between Security Life of Denver and the Van Eck companies dated 08/31/94.
<PAGE>
Ms. Carol Hard
October 10, 1997
Page 2
In the event that the investment advisory and/or administration fees received
are reduced as to a Series by the Board of Trustees of the Trust pursuant to an
amendment of the applicable agreement, or because, in the good faith opinion of
the Series based upon an opinion of counsel reasonably acceptable to you, such
payments are, will or may be in contravention or violation of any law, rule,
regulation, court decision or order, out-of-court settlement of actual or
threatened litigation or enforcement position of any regulatory body having
jurisdiction over the Series (taken together, "Change in Law"), the Fees shall
be adjusted accordingly to conform to such Change in Law on terms and conditions
deemed fair and equitable by the Trust.
This Agreement is terminable without penalty upon 60 days' written notice by one
party to the other. However, the Fees shall continue to be payable with respect
to each Series which serves as underlying investment media for your variable
accounts for a period of one hundred and eighty days.
A party shall indemnify and hold harmless ("Indemnifying Party") the other party
and each of its officers, directors, trustees, employees and agents
(individually and collectively an "Indemnified Party") from and against any and
all losses, claims, damages, liabilities, costs and expenses (including
reasonable attorneys' fees) ("Loss") arising out of (i) any violation by the
Indemnifying Party of any law, rule, regulation, court order or enforcement
position of any regulatory body having jurisdiction over either party, (ii) the
Indemnifying Party's performance of or failure to perform its obligations under,
or in connection with, this Agreement, except that an Indemnifying Party shall
have no liability to the extent such Losses result from the negligence, willful
misconduct or breach of this Agreement by an Indemnified Party. In no event
shall any Indemnifying Party be liable for any special, consequential or
incidental damages. The indemnification under this Agreement is in addition to,
and not in lieu of, any indemnification provided under the Participation
Agreement entered into between the parties.
The term "Series" when it pertains to a mutual fund means and refers to the
trustees from time to time serving under the Master Trust Agreement of the Trust
(organized as a Massachusetts business trust), as the same may from time to time
be amended. It is expressly agreed that the obligations of a Series hereunder
shall not be binding upon any trustees, shareholders, nominees, officers, agents
or employees of a Series personally, but bind only the assets and property of a
Series.
If you are in agreement with the foregoing please sign a copy and return it to
the undersigned.
Sincerely,
By: /s/ Lincoln Rizzo
--------------------------------------------
Van Eck Worldwide Insurance Trust
Accepted and Agreed:
By: /s/ Carol D. Hard
--------------------------------------------
ING America Equities Inc./Security Life of Denver
<PAGE>
Ms. Carol Hard
October 10, 1997
Page 3
Until such time as the Board of Trustees shall approve the payment of Fees by
the Series, the Fees will be paid by, and constitute an obligation of, the
Trust's investment adviser, Van Eck Associates Corporation.
By: /s/ Lincoln Rizzo
--------------------------------------------
Van Eck Associates Corporation
cc: Deborah Hancock
Alex Bogaenko
Joseph DiMaggio
Bruce Smith
Lino So
3
<PAGE>
EXHIBIT A
Participating Series of Van Eck Worldwide Insurance Trust
1. Worldwide Bond Fund
Fees
The Fee with respect to the Series shall be at the annual rate of 25
basis points (0.25%) of average daily net assets of the Series, which is
calculated monthly and payable within ten days after the end of each
calendar quarter.
Average daily net assets of the Series for any month shall be calculated
by totaling the aggregate investment (share net asset value multiplied by
total number of shares of that series held pursuant to purchases through
Security Life of Denver's products) on each business day during the month
and dividing by the total number of business days during that month.
II. Worldwide Emerging Markets Fund
Fees
The Fee with respect to the Series shall be at the annual rate of 25
basis points (0.25%) of average daily net assets of the Series, which is
calculated monthly and payable within ten days after the end of each
calendar quarter.
Average daily net assets of the Series for any month shall be calculated
by totaling the aggregate investment (share net asset value multiplied by
total number of shares of that series held pursuant to purchases through
Security Life of Denver's products) on each business day during the month
and dividing by the total number of business days during that month.
III. Worldwide Hard Assets Fund
Fees
The Fee with respect to the Series shall be at the annual rate of 25
basis points (0.25%) of average daily net assets of the Series, which is
calculated monthly and payable within ten days after the end of each
calendar quarter, commencing with the date of this Agreement.
Average daily net assets of the Series for any month shall be calculated
by totaling the aggregate investment (share net asset value multiplied by
total number of shares of that series held pursuant to purchases through
Security Life of Denver's products) on each business day during the month
and dividing by the total number of business days during that month.
4
<PAGE>
IV. Worldwide Real Estate Fund
The Fee with respect to the Series shall be at the annual rate of 15
basis points (0.15%) of the first $50 million of average daily net assets
of the Series, and 25 basis points (0.25%) of average daily net assets of
the Series over $50 million, which is calculated monthly and payable
within ten days after the end of each calendar quarter.
Average daily net assets of the Series for any month shall be calculated
by totaling the aggregate investment (share net asset value multiplied by
total number of shares of that series held pursuant to purchases through
Security Life of Denver's products) on each business day during the month
and dividing by the total number of business days during that month.
5
Exhibit 1.A(10)(a)(i)
[logo of Security Life appears here]
IMPORTANT NOTICE
VARIABLE LIFE APPLICATION INSERT
o SECTION E - PLAN INFORMATION (PAGE 2 OF THE APPLICATION).
The product name listed on the application must match the product name
presented, i.e., FirstLine, FirstLine II, Strategic Advantage or Strategic
Advantage II.
In states that have approved Strategic Advantage II or FirstLine II these
are the only products that can be solicited. There can be no exceptions to
product availability rules.
ADDITIONAL RIDERS - Effective immediately, the following riders are no
longer available:
<TABLE>
<CAPTION>
FIRSTLINE/FIRSTLINE II STRATEGIC ADVANTAGE/STRATEGIC ADVANTAGE II
---------------------- ------------------------------------------
<S> <C>
Guaranteed Insurability Rider (GIR) Guaranteed Insurability Rider (GIR)
Child Insurance Rider (CIR) Additional Insured Rider (AIR)
Accidental Death Benefit (ADB) Accidental Death Benefit (ADB)
</TABLE>
o SECTION G - ADDITIONAL INSURED RIDER - Not available on Strategic Advantage
II.
o SECTION H - CHILD RIDER - No longer available. Do not complete this section.
o SECTION I - GUARANTEED MINIMUM DEATH BENEFIT OPTION (PAGE 3 OF THE
APPLICATION).
THE LIFETIME OPTION IS NOT AVAILABLE FOR FIRSTLINE II OR STRATEGIC
ADVANTAGE II. DO NOT COMPLETE THIS SECTION.
o SECTION J - PREMIUM INFORMATION (CONTINUED). FUND NAME CHANGE: INVESCO'S
INDUSTIAL INCOME FUND HAS BEEN RENAMED EQUITY INCOME FUND.
Exhibit 1.A(10)(a)(ii)
[Logo of Security Life appears here] Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-5699
BINDING LIMITED LIFE INSURANCE COVERAGE FORM
For premium(s) received in connection with the Application(s) listed below,
Security Life provides a limited amount of life insurance coverage for a short
time while it decides whether to issue and deliver the policy or certificate
applied for (the "policy"). This coverage is subject to the terms and conditions
set out below.
<TABLE>
<S> <C> <C>
(For second to die coverage, use two
Application # ____________ Proposed Insured ________________________________________ applications and show both application
Application # ____________ Proposed Insured ________________________________________ numbers and name both insureds.)
</TABLE>
<TABLE>
<CAPTION>
I. REPRESENTATIONS -- Applicable to each Proposed Insured named above
<S> <C> <C> <C>
1. Has the Proposed Insured(s): Yes No
a. had unintentional weight loss, or any symptoms of a disease or an impairment for which the Proposed Insured(s)
has not consulted a physician? [ ] [ ]
b. ever had, or now have, any type of heart disease, stroke, or other vascular disease? [ ] [ ]
c. ever had, or now have, any type of cancer, leukemia, malignant tumor, or disorder of the immune system? [ ] [ ]
d. attained age 70? [ ] [ ]
2. For each Proposed Insured, is the initial amount of life insurance applied for on all applications pending with
Security Life plus the current amount of all existing life insurance with Security Life and Midwestern United Life
Insurance Company more than $3,000,000? [ ] [ ]
3. For each Proposed Insured, does existing life insurance with all insurers
plus amount applied for in pending application(s) with all insurers exceed
$10,000,000? [ ] [ ]
(For #2 and #3 amount of insurance calculations, include all policies, term riders, and accidental death coverage
and second to die coverage for each Proposed Insured.)
</TABLE>
If any of the above questions are answered YES or LEFT BLANK, the agent is not
authorized to accept a premium, and there will be NO COVERAGE. Premium is either
cash, check or authorized withdrawal. Make all checks payable to Security Life,
not the agent.
II. TERMS AND CONDITIONS
AMOUNT OF COVERAGE
If the Proposed Insured(s) dies while this coverage is in effect, Security Life
will pay to the beneficiary named in the Application the lesser of: (a) the
amount of death benefit, if any, which would be payable under the policy and any
riders if issued as applied for under the Application; or (b) $3,000,000. This
coverage is subject to any limits or exclusions which would be part of the
issued coverage. If for any reason Security Life is liable for any coverage as a
result of any other pending applications or Binding Limited Insurance Coverage
on the lives of Proposed Insured(s), Security Life's total liability shall not
exceed $3,000,000; and the $3,000,000 will be prorated among the respective
coverages. There is no premium waiver coverage, or coverage for the death of any
person other than the Proposed Insured(s). No death benefit is payable for a
second to die or last survivorship policy unless both Proposed Insureds die
while this coverage is in effect.
GENERAL
Premium(s) will be returned if no policy is delivered and no benefit is paid
under this coverage. If a policy is delivered, premium(s) will be applied to the
first policy premium.
All the above representations are true and complete to the best of my knowledge
and belief. I agree that they are to be relied on for this coverage.
No agent can waive or modify this coverage in any way.
Agreed to on _____________________________________________, 199__
Signature of Proposed Insured(s) ________________________________
_________________________________________________________________
(If below age 15, signature of parent or guardian required)
Agent/Witness ___________________________________________________
DATE COVERAGE BEGINS
Coverage under this Agreement starts when: Part I of the Application is
completed; a premium has been accepted; and this form has been completed and
signed.
DATE COVERAGE ENDS
This coverage will end automatically on the EARLIEST of the date:
o Premium(s) are returned.
o Five days after a notice of termination is mailed to the owner's address
on the application.
o Coverage starts under any policy resulting from the Application.
o A policy resulting from the Application is refused.
o 90 days after the date this form is signed.
Security Life may send a notice or return premium terminating this coverage any
time before delivery of the policy.
NO COVERAGE
There is no insurance coverage if:
o There is a material misrepresentation in the answers to the questions above
or any question or statement in the Application.
o A Proposed Insured dies by suicide or intentional self-inflicted injury.
o The premium check or authorized withdrawal is not honored.
Signed at _______________________________________________________
Applicant-Owner _________________________________________________
(If not signing as Proposed Insured)
_________________________________________________________________
If a firm or corporation is owner, print company name and have corporate officer
sign.
Q-1134
1/98
Exhibit 1.A(10)(a)(iii)
SECTION 4: AUTOMATIC TELEPHONE PRIVILEGES
I acknowledge that my policy automatically will provide telephone transfer
privileges and telephone allocation change privileges as described in the
current prospectus to me as policy owner and to my agent/registered
representative. I also agree that Security Life and its distributor will not be
liable for any loss, damage, costs or expenses incurred in acting on telephone
instructions reasonably believed to be authentic. Security Life may employ
procedures which might include requiring forms of personal identification before
accepting such telephone instructions. I understand that if I do not want my
agent/registered representative to have such telephone privileges, I must
indicate so below. I also understand that once granted, such privilege can be
revoked only upon receipt of signed, written instructions at Security Life.
[ ] I do not want telephone transfer or allocation privileges granted to
my agent/registered representative.
EXHIBIT 6.B
[LOGO OF SECURITY LIFE APPEARS HERE]
April 23, 1999
Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-5699
Re: Security Life Separate Account L1
Post-Effective Amendment No. 10 SEC File No. 33-74190
Gentlemen:
In my capacity as Senior Vice President and Chief Actuary of Security Life of
Denver Insurance Company ("Security Life"), I have provided actuarial advice
concerning:
The preparation of Post-Effective Amendment No. 10 to the Registration Statement
on Form S-6 (File No. 33-74190) to be filed by Security Life and its Security
Life Separate Account L1 (the "Separate Account") with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933 with respect to the
"FirstLine" and "FirstLine II" variable universal life insurance policies; and
The preparation of the policy forms for the variable universal life insurance
policies described in Post-Effective Amendment No. 10 (the "Policies").
It is my professional opinion that
1. The aggregate fees and charges under the Policies are reasonable in
relation to the services rendered the expenses expected to be incurred and
the risks assumed by Security Life.
2. The illustrations of death benefits, account value, cash surrender value,
and total premiums paid plus interest at 5 percent shown in the
Prospectus, based on the assumptions stated in the illustration are
consistent with the provisions of the Policies. The rate structures of the
Policies have not been designed so as to make the relationship between
premiums and benefits, as shown in the illustrations included, appear to
be correspondingly more favorable to prospective buyers than other
illustrations which could have been provided at other combinations of
ages, sex of the insured, death benefit option and amount, definition of
life insurance test, premium class, and premium amounts. Insureds of other
premium classes may have higher costs of insurance charges.
3. All other numerical examples shown in the Prospectus are consistent with
the Policies and our other practices, and have not been designed to appear
more favorable to prospective buyers than other examples which could have
been provided.
I hereby consent to the filing of this opinion as an Exhibit to Post-Effective
Amendment No. 10 to the Registration Statement and the use of my name under the
heading "Experts" in the Prospectus.
Sincerely,
/s/ Lawrence D. Taylor
Lawrence D. Taylor, F.S.A., M.A.A.A.
LDT:tls
Exhibit 7.A
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Experts" and
"Financial Statements" and to the use of our reports dated April 5, 1999 (with
respect to the financial statements of Security Life Separate Account L1 and the
consolidated financial statements of Security Life of Denver Insurance Company
and Subsidiaries), in Post-Effective Amendment No. 10 to the Registration
Statement (Form S-6 No. 33-74190) and related Prospectus of Security Life of
Denver Insurance Company and Security Life Separate Account L1 dated May 1,
1999.
/s/ ERNST & YOUNG LLP
Denver, Colorado
April 23, 1999
Exhibit 7.B
[Sutherland Asbill & Brennan LLP]
CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP
We consent to the reference to our firm in each of the prospectuses included in
Post-Effective Amendment No. 10 to the Registration Statement on Form S-6 for
Security Life Separate Account L1 (File No. 33-74190). In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
SUTHERLAND ASBILL & BRENNAN LLP
By: /s/ Kimberly J. Smith
----------------------
Kimberly J. Smith
Washington, D.C.
April 23, 1999
Exhibit 11
DESCRIPTION OF ISSUANCE, TRANSFER, AND REDEMPTION PROCEDURES
FOR POLICIES PURSUANT TO RULE 6E-3(T)(B)(12)(III)
This document sets forth the administrative procedures that will be followed by
Security Life of Denver ("Security Life") in connection with the issuance of
certain of its individual flexible premium variable universal life insurance
policies (the "policies") issued through Security Life Separate Account L1 (the
"Separate Account"), the transfer of assets held under the policies, and the
redemption of interests in policies.
I. PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE POLICIES
A. Offering of the Policy
The policy is offered only to individuals ("owners") who satisfy
certain suitability standards. The policy may be purchased to acquire
insurance on the life of a person (an "insured") in whom the owner has
an insurable interest. Security Life requires satisfactory evidence of
the insured's insurability, which may include a medical examination of
the insured. The available issue ages are 0 through 85. Age is
determined on the insured's age as of the birthday nearest the policy
date.
The minimum stated death benefit is $50,000. The stated death benefit
is a dollar amount used to determine the death benefit under a policy.
Acceptance of an application depends on Security Life's underwriting
rules, and Security Life reserves the right to reject an application
for any reason.
If a policy has more than one owner (joint owners), then any
transaction under the policy except for telephone transfers of account
value will require the authorization of all owners.
B. Cost of Insurance Charges Structure, Payments and Underwriting
Standards
Security Life places the insured in a premium class when the policy is
issued, based on Security Life's underwriting of the application. This
original premium class applies to the initial stated death benefit.
The current cost of insurance charge rate for a policy is based on the
age at issue, sex, and premium class of the insured, and on the policy
year, and therefore varies from time to time. Security Life currently
places insureds in the following premium classes, based on
underwriting: Standard Tobacco (ages 0-85); Standard Nontobacco (ages
20-85), or Preferred (ages 20-85). The preferred class is available
only under policies with stated death benefit of $100,000 or more.
Insureds may also be placed in a substandard rate class, which involves
a higher mortality risk that the standard tobacco or standard
nontobacco classes.
1
<PAGE>
Security Life guarantees that the cost of insurance rates used to
calculate the monthly cost of insurance charge will not exceed the
maximum cost of insurance premiums set forth in the policies. The
guaranteed cost of insurance rate for standard classes are based on the
1980 Commissioners' Standard ordinary mortality Tables, Male or Female,
Smoker or Nonsmoker Mortality Premiums (1980 CSO Tables). The
guaranteed cost of insurance rates for substandard classes are based on
multiples of or additives to the 1980 CSO Tables.
Security Life's current cost of insurance may be less than the
guaranteed cost of insurance that is set forth in the policy. Current
cost of insurance rates will be determined based on Security Life's
expectations as to future mortality, investment earnings, expenses,
taxes, and persistency experience. These rates may change from time to
time.
Cost of insurance rates (whether guaranteed or current) for an insured
in a standard nontobacco class are equal to or lower than guaranteed
cost of insurance for an insured of the same age and sex in a standard
tobacco class. Cost of insurance rates (whether guaranteed or current)
for an insured in a standard nontobacco or tobacco class are generally
lower than guaranteed cost of insurance for an insured of the same age
and sex and tobacco status in a substandard class.
The cost of insurance for the policy will not be the same for all
owners. Insurance is based on the principle of pooling and distribution
of mortality risks which assumes that each owner is charged a cost of
insurance commensurate with the insured's mortality risk as actually
determined, reflecting factors such as age, sex, health, and
underwriting method. A uniform cost of insurance charge for all
insureds would discriminate unfairly in favor of those insureds
representing higher risks. Although there will be no uniform cost of
insurance charges for all insureds for a given stated death benefit
there will be a uniform cost of insurance charge for all insureds of
the same issue age, sex, policy duration and underwriting
classification
If the insured's age or sex has been misstated in the application for
the policy or in any application for supplemental and/or rider
benefits, and if the misstatement becomes known during the lifetime of
the insured, then policy values will be adjusted to those based on the
correct monthly deductions (reflecting the correct age or sex) since
the policy date. If the policy's values are insufficient to cover the
monthly deduction on the prior monthly date, the grace period will be
deemed to have begun on such date, and notification will be sent to the
owner at least 61 days prior to the end of the grace period. See
"Policy Termination and Grace Period," below.
The policy provides coverage on an insured named under the policy and a
Death Benefit payable upon the death of the insured. The policy will
remain in force as long as the policy's cash surrender value is
sufficient to cover the charges due. Security Life guarantees that a
policy will remain in force during the special continuation period,
regardless of the sufficiency of the cash surrender value, if the sum
of the premiums paid to date, less any partial cash surrenders and
policy debt equals or exceeds the minimum monthly premium (shown in the
policy) multiplied by the number of complete policy months since the
policy date, including the current policy month. The special
continuation period is three years following the policy date.
2
<PAGE>
An extended minimum guaranteed period may be available under a
Guaranteed Minimum Death Benefit Rider.
The minimum monthly premium is calculated for each policy based on the
age, sex and premium class of the insured, the requested stated death
benefit and any supplemental and/or rider benefits. The minimum monthly
premium may change due to changes made during a minimum guaranteed
period to the stated death benefit, the death benefit option, ratings,
and supplemental and/or rider benefits. Security Life will notify the
owner of any increase in the minimum monthly premium.
On or after one year from the policy date, the owner may request a
reduction in the stated death benefit, by notice to Security Life,
subject to the following rules. If a change in the stated death benefit
would result in total premiums paid exceeding the premium limitations
prescribed under current tax law to qualify the policy as a life
insurance contract, Security Life will refund promptly to the owner the
amount of such excess above the premium limitations.
The minimum amount of any decrease in stated death benefit is $1,000,
and any decrease in stated death benefit will become effective on the
monthly date next following the date that notice requesting the
decrease is received and approved by Security Life. Security Life
reserves the right to decline a requested decrease in the stated death
benefit if compliance with the guideline premium limitations under
current tax law resulting from this decrease would result in immediate
termination of the policy, or if to effect the requested decrease,
payments to the owner would have to be made from the accumulated value
for compliance with the guideline premium limitations, and the amount
of such payments would exceed the cash surrender value under the
policy.
At any time after issue the owner may request an increase in the stated
death benefit; any increase in the stated death benefit must be at
least $1,000 (unless the increase is effected pursuant to a rider
providing for automatic increases in stated death benefit), and an
application must be submitted. Any increase that is not guaranteed by
rider will require satisfactory evidence of insurability and must meet
Security Life's underwriting rules. The increase in stated death
benefit will become effective on the monthly date next following the
date the request for the increase is received and approved, and the
account value will be adjusted to the extent necessary to reflect a
monthly deduction as of the effective date based on the increase in
stated death benefit.
Security Life will determine a cost of insurance rate for each increase
in coverage based on the age of the insured at the time of the
increase. The following rules will apply for purposes of determining
the risk amount for each rate.
When an increase in stated death benefit is requested, Company conducts
underwriting before approving the increase (except as noted below) to
determine whether a different premium class will apply to the increase.
If the premium class for the increase has lower cost of insurance rates
than the original premium class, then the premium class for the
increase will also be applied to the initial stated death benefit. If
the premium class for the increase has higher cost
3
<PAGE>
of insurance rates than the original premium class, the premium class
for the increase will apply only to the increase in stated death
benefit, and the original premium class will continue to apply to the
initial stated death benefit.
For the purposes of determining the risk amount associated with a
stated death benefit, Security Life will attribute the account value
solely to the initial stated death benefit unless the account value
exceeds the initial stated death benefit. If the account value exceeds
the initial stated death benefit, the excess will be considered
attributable to the increases in stated death benefit in the order of
the increases. If there is a decrease in stated death benefit after an
increase, a decrease is applied first to decrease any prior increases
in stated death benefit, starting with the most recent increase and
then each prior increase.
The policy will be offered and sold pursuant to an established
mortality structure and underwriting standards in accordance with state
insurance laws. Where state insurance laws prohibit the use of
actuarial tables that distinguish between men and women in determining
premiums and policy benefits for their insured resident, Security Life
will comply.
C. Application and Payment Processing
To purchase a policy, an application must be completed and submitted
through an authorized Security Life agent. There is no minimum initial
premium payment. An owner's policy coverage will become effective on
the policy date. If an initial premium payment is submitted with the
application, then the policy date is generally the date of approval of
the owner's application. If the application is not accompanied by an
initial premium payment, then the policy date will generally be the
issue date and the investment date will be the valuation date on which
the initial premium payment is received by Security life and the
initial net premium is credited to the policy if received after the
underwriting approval date. A valuation date is each day on which both
the New York Stock Exchange and Security Life are open for business.
The issue date is the date that Security Life has completed the review
of the application, evaluated and determined underwriting approval and
has printed the policy for mailing and delivery to the Registered
Representative to deliver to the Policyowner. The initial premium does
not have to be received for issuance to occur.
The Policy Date is the date used to determine the monthly processing
date, coverage effective date and policy anniversaries. This date may
be the same as the issue and investment date but can also be a date
requested by the Policyowner. The Policy Date is not generally
determined by the receipt of the initial premium.
The Investment Date is the date that Security Life allocates funds to
be Policy. It is determined by the next valuation date following the
date that we have received the initial premium, approved the policy for
issue and have received all issue requirements. It is generally the
same date as the policy and issue date. However, in cases of COD issues
and the backdating of the policy date (up to six months) it is
generally not the same date as the policy and issue date.
4
<PAGE>
As provided for under state insurance law, the owner, to preserve
insurance age, may be permitted to backdate the policy. In no case may
the policy date be more than six months prior to the date the
application was completed. Charges for the monthly deduction for the
backdated period are deducted on the issue date. Temporary life
insurance coverage may be provided prior to the policy date under the
terms of a temporary insurance agreement. In accordance with Security
Life's underwriting rules, temporary life insurance coverage may not
exceed $3,000,000 and will not remain in effect for more than ninety
(90) days.
The initial net premium will be credited to the policy on the issue
date if all outstanding delivery requirements are satisfied. For
backdated policies, the initial net premium will be credited on the
issue date. Planned periodic premiums and unscheduled premiums that are
not underwritten will be credited to the policy and the net premiums
will be invested to the requested divisions on the valuation date they
are received by the home office. If an additional premium payment is
rejected, Security Life will return the premium payment promptly,
without any adjustment for investment experience.
The policy date is the date from which policy months, years, and
anniversaries are measured. A policy month is each one-month period
beginning with a monthly date and ending with the day immediately
preceding the next following monthly date. The monthly date is the same
day as the policy date for each succeeding month. The monthly deduction
is deducted on each monthly date.
A policy year is each period of twelve months commencing with the
policy date and ending immediately preceding the first annual date, or
any following year commencing with an annual date and ending
immediately preceding the next annual date. The annual date is the same
day in each policy year as the policy date.
The issue date, if the same as the policy date, is the date from which
the suicide and contestable periods start. It is shown in the policy,
and is the date that the policy is issued.
D. Allocation of Net Premiums
On the investment date, the account value is equal to the initial net
premium credited (initial premium payment less the premium expense
charge), less any monthly deductions made as the policy date up to six
months for backdated policies. On each investment date thereafter, the
account value is the sum of the variable account, the guaranteed
interest division, and the loan account. The account value will vary to
reflect the performance of the subdivisions to which amounts have been
allocated, interest credited on amounts allocated to the guaranteed
interest division, interest credited on amounts in the loan account,
charges, transfers, partial cash surrenders, loans and loan repayments.
The net account value is cash value minus any outstanding policy debt.
Cash surrender value is account value minus any applicable surrender
charge.
When applying for a policy, the owner selects a plan for paying level
premium payments at specified intervals, e.g., quarterly, semi-annually
or annually, until the maturity date. If the
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owner elects, Security Life will also arrange for payment of planned
period premiums on a monthly basis under a pre-authorized payment
arrangement. The owner is not required to pay premium payments in
accordance with these plans; rather, the owner can pay more or less
than planned or skip a planned periodic premium entirely. Currently,
there is no minimum amount for each premium. Security Life may
establish a minimum amount 90 days after Security Life sends the owner
a written notice of such increase. Subject to certain limits (described
below), the owner can change the amount and frequency of planned
periodic premiums whenever the owner wishes by sending notice to the
home office. However, Security Life reserves the right to limit the
amount of a premium payment or the total premium payments paid.
In the application, the owner specifies the percentage of net premium
to be allocated to each subdivision and to the guaranteed interest
division. Net premiums will generally be allocated to the subdivisions
and to the guaranteed interest division on the valuation date that
Security Life receives them in accordance with the allocations
specified in the application or subsequent notice.
Security Life will allocate all net premiums received before the end of
the "free look" period (including the initial net premium) to the
division corresponding to their request or the Fidelity VIP Money
Market Division in premium refund states. For valuation states, the
initial net premium is immediately allocated to the subdivisions
requested. After the end of the "free look" period, the account value
will be allocated to the subdivisions and to the guaranteed account
based on the premium payment allocation percentages in the application.
For this purpose, the end of the "free look" period is deemed to be 5
days plus the number of state required free look days after the date
the policy is issued and mailed to the owner's Security Life agent for
delivery.
State guidelines regarding the allocation of the net initial premium
varies as does the length of time for free look. Some states mandate
that if an owner exercises his/her free look right he/she is entitled
to a full premium refund. In these instances Security Life allocates
the funds to the Fidelity Money Market division. Other states mandate
that should the owner exercise his/her free look option he/she is
entitled to receive the value of the fund allocations plus the policy
charges deducted. In these instances Security Life allocates the net
initial premium to the divisions elected on the application during the
free look period but after the 5 day deemed delivery date.
The net premium allocation percentages specified in the application
will apply to subsequent premium payments until the owner changes the
percentages. The minimum allocation percentage that an owner may
specify for a subdivision or the guaranteed account is 1%, and
allocation percentages must be whole numbers. The sum of allocations
must equal 100%. Security Life reserves the right to limit the number
of subdivisions (18) to which account value may be allocated. An owner
can change the allocation percentages at any time, subject to the rules
below, by sending notice to the home office or if telephone privileges
are in effect, the request can be received by phone. The change will
apply to all premium payments received with or after receipt of the
owner's notice.
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E. Exchange Program
Security Life offers an exchange program for designated fixed-premium,
inforce policies. Policyowners have the option to exchange these
policies to a variable universal life product currently offered subject
to eligibility and suitability requirements being met. Evidence of
insurability will not be required if there is not a request for a death
benefit increase.
The exchange program requires that the target premium for the VUL equal
the commissionable premium on the policy being replaced. The gross
account value less any rider charges can be applied as the internal
1035 exchange amount for the new policy.
Guidelines under Application and Payment Processing and Allocations of
Net Premiums as stated above will be followed once the exchange
application is received.
F. Additional Payment
Additional unscheduled premium payments can be made at any time while
the policy is in force. Premium payments after the initial premium
payment must be made to the home office.
Security Life has the right to limit the number and amount of such
premium payments. Total premium payments paid in a policy year may not
exceed guideline premium payment limitations for life insurance set
forth in the Internal Revenue Code. Security Life will promptly refund
any portion of any premium payment that is determined to be in excess
of the premium payment limit established by law to qualify a policy as
a contract for life insurance.
Security Life reserves the right to reject any requested increase in
planned periodic premiums, or any unscheduled premium. Security Life
also reserves the right to require satisfactory evidence of
insurability prior to accepting any premium which increases the risk
amount of the policy. No premium payment will be accepted after the
maturity date.
The owner may specify that a specific unscheduled premium payment is to
be applied as a repayment of policy debt, if any.
The payment of premiums may cause a policy to be a modified endowment
contract under the Internal Revenue Code. If acceptance of a premium
paid would, in Security Life's view, cause the policy to become a
Modified Endowment Contract, then to the extent feasible Security Life
will not accept that portion of the premium that would cause the policy
to become a Modified Endowment Contract unless the owner confirms in
writing the owner's intent to convert the policy to a Modified
Endowment Contract. Security Life may return that portion of the
payment pending receipt of instructions from the owner.
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G. Policy Termination and Grace Period
The policy terminates at the earliest of the end of the grace period,
the surrender of the policy by the owner, the maturity date of the
policy, or the fulfillment of Security Life's obligations under the
policy (i.e., payment of the death benefit proceeds).
If the cash surrender value on a monthly date is less than the amount
of the monthly deduction to be deducted on that date and the special
continuation period is not in effect, the policy will be in default. In
addition, if on a monthly date the cash value less any policy debt (the
cash surrender value) exceeds the amount of the monthly deduction due
for the following policy month, the policy will be in default whether
or not the special continuation period is in effect. An owner, and any
assignee of record, will be sent notice of the default.
The special continuation period is during the first three policy years.
If the special continuation period is in effect, Security Life
guarantees that the client's policy will not lapse, regardless of its
net cash surrender value, if on a monthly processing date the sum of
all premiums paid minus partial withdrawals and loans is greater than
or equal to the sum of minimum monthly premiums from the inception of
the policy to the current date. At the end of the special continuation
period the client must pay end premium to bring the net cash surrender
value to zero plus the amount needed to pay the following two months'
monthly deduction. If this is insufficient the policy will lapse.
If a policy goes into default, the owner will be allowed a 61-day grace
period to pay a premium payment sufficient to cover the monthly
deductions due during the grace period and for a period of two
additional months or a sufficient amount to avoid termination of the
policy due to excessive loans. Security Life will send notice of the
amount required to be paid during the grace period ("grace period
premium payment") to the owner's last known address and the address of
any assignee of record. The grace period will begin when the notice is
sent. An owner's policy will remain in effect during the grace period.
If the insured should die during the grace period and before the grace
period premium payment is paid, the death benefit proceeds will still
be payable to the beneficiary, although the amount paid will reflect a
reduction for the monthly deductions due on or before the date of the
insured's death (and for any policy debt). If the grace period premium
payment has not been paid before the grace period ends, the policy will
lapse. It will have no value and no benefits will be payable.
The maturity date is the date when insurance coverage under the policy
terminates and maturity benefit is paid. It is generally the insured's
100th birthday, and is shown in the policy. The maturity benefit is
equal to the cash surrender value on the maturity date.
H. Reinstatement of a Policy Terminated for Insufficient Values
The policy may be reinstated within five years after lapse and before
the maturity date, subject to compliance with certain conditions,
including the payment of a necessary premium payment and submission of
satisfactory evidence of insurability.
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I. Repayment of a Loan
An owner may repay all or part of policy debt at any time while the
insured is living and the policy is in force. Loan repayments must be
sent to the home office and will be credited as of the date received.
The owner may give Security Life notice that a specific unscheduled
premium made while a loan is outstanding is to be applied as a loan
repayment. When a loan repayment is made, account value in the loan
account in an amount equivalent to the repayment is transferred from
the loan account to the subdivisions and the guaranteed account in
accordance with the owner's current net premium allocation
instructions.
J. Policy Riders
Supplemental and/or rider benefits may be available and, if so, may be
added to the policy. Monthly charges for these benefits and/or riders,
if any, will be deducted from the account value as part of the monthly
deduction. The supplemental and/or rider benefits available with the
policies provide fixed benefits that do not vary with the investment
experience of the separate account. The following supplemental and/or
rider benefits may be available: Adjustable Term Insurance Rider,
Additional Insurance Rider, Right to Exchange Rider, Waiver of Cost of
Insurance Rider, Waiver of Specified Premium Rider.
The Right to Exchange Rider provides the right to exchange the policy
for a new policy on the life of a substitute insured. Exercise of the
right is subject to satisfactory evidence of insurability of the
substitute insured, and may result in a cost or credit to the owner.
The new policy can be any adjustable life insurance policy issued by
Security Life at the time the exchange privilege is exercised. The
policy date for the new policy will be a current policy date; the issue
date for the new policy will be the date of exchange. The initial cash
value under the new policy will be the same as the cash value of the
policy on the date of the exchange. There is no cost for this rider,
and there are no charges or other fees imposed under the policy or the
new policy at the time of the exchange. For purposes of calculating any
surrender charges subsequently imposed on the policy acquired by
exchange, Security Life takes into account the number of policy years
that the policy, and the policy acquired by exchange, have been in
force.
Additional rules and limits apply to these supplemental and/or rider
benefits, and are set forth in the applicable endorsement or rider.
II. TRANSFERS AMONG INVESTMENT DIVISIONS
Several subdivisions of the Separate Account are available for allocation
of Net Premiums paid under the policy, subject to certain limitations set
forth in the policy. Each subdivision of the Separate Account invests its
assets in shares or units of an underlying portfolio. Available
subdivisions of the Separate Account currently invest in portfolios of AIM
Variable Insurance Funds, Inc., The Alger American Fund, Fidelity Variable
Insurance Products Fund and Variable Insurance Products Fund II, INVESCO
Variable Investment Funds, Inc., Neuberger Berman
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Advisors Management Trust, Van Eck Worldwide Insurance Trust. All Funds are
registered under the Investment Company Act of 1940 as an open-end
management investment company. Additional funds may be available for
Security Life products in the future.
After the free-look period and prior to the maturity date, the owner may
transfer all or part of the account value (except the loan account) from
subdivisions investing in one portfolio to other subdivision(s) or to the
guaranteed interest division, or transfer a part of an amount in the
guaranteed interest to the subdivisions(s), subject to the following
restrictions. The minimum transfer amount is the lesser of $100 or the
entire amount in that subdivision or the guaranteed interest. A transfer
request that would reduce the amount in a subdivision or the guaranteed
interest division below $100 will be treated as a transfer request for the
entire amount in that subdivision or the guaranteed interest division. With
the exception of the Conversion Right (described below), Security Life
reserves the right to limit the number or frequency of transfers permitted
in the future.
Security Life will make the transfer as of the end of the valuation period
during which such transfer is requested and received by Security Life.
Currently, there is a 12 free transfer limit on the number of transfers
that can be made between subdivisions or to the guaranteed interest
division. Currently, Security Life assesses a transfer charge equal to $25
for each transfer during a policy year in excess of the first twelve
transfers. The transfer charge will be deducted from the subdivisions or
the guaranteed interest division from which the requested transfer is being
made, on a pro-rata basis.
Telephone transfers will be based upon instructions given by telephone,
provided the appropriate election has been made at the time of application
or proper authorization has been provided to Security Life. Security Life
reserves the right to suspend telephone transfer privileges at any time,
for any reason, if Security Life deems such suspension to be in the best
interests of owners.
During the first twenty-four policy months following the issue date, and
within sixty days of the later of notification of a change in the
investment policy of the separate account or the effective date of such
change, the owner may exercise a one-time Conversion Right by requesting
that all or a portion of the variable account be transferred to the
guaranteed interest division. Exercise of the Conversion Right is not
subject to the transfer charge. Following the exercise of the Conversion
Right, net premiums may not be allocated to the subdivisions of the
variable account, and transfers of account value to the subdivisions will
not be permitted. The other terms and conditions of the policy will
continue to apply.
Transfers may also be effected pursuant to any Dollar Cost Averaging Plan
or Auto Rebalancing Plan elected by the owner from time to time and as
described in the current prospectus for the policies.
III. REDEMPTION PROCEDURES, SURRENDER AND RELATED TRANSACTIONS
A. Surrender for Cash Surrender Value
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An owner may surrender the policy at any time for its cash surrender
value by submitting notice to the home office. Security Life may
require return of the policy. A surrender charge may apply. A surrender
request will be processed as of the valuation date the surrender notice
and all required documents are received. Payment will be made within
seven calendar days. An owner's policy will terminate and cease to be
in force if it is surrendered. It cannot later be reinstated.
Security Life will make the payment of the cash and surrender value out
of its general interest division and, at the same time, transfer assets
from the Separate Account to its general interest division in an amount
equal to the sum of account value (applicable to the policy) held in
each subdivision of the Variable Account.
B. Death Claims
The death benefit proceeds are equal to the sum of the base death
benefit for each coverage segment under the death benefit option
selected, calculated on the date of the insured's death, plus any
supplemental and/or rider benefits, minus any outstanding Policy Loan
including accrued but unpaid interest, minus any unpaid monthly
deductions incurred prior to the date of death. If the insured's age or
sex has been misstated in the application for the policy or in any
application for supplemental and/or rider benefits, and if the
misstatement becomes known after the death of the insured, then the
death benefit under the policy or such supplemental and/or rider
benefits will be that which the cost of insurance charge which was
deducted from the Account Value on the last monthly Processing Date
prior to the death of the insured would have purchased for the correct
sex and age.
Security Life will pay interest at the rate declared by us or at a
higher rate required by law.
Security Life will usually pay the death benefit proceeds to the
beneficiary within seven days after receipt at its Home Office of due
proof of death of the insured and all other requirements necessary to
make payment. If the payment of the death benefit of a policy is
contested, payment of proceeds may be delayed.
The Death Benefit payable depends on the death benefit option in effect
on the date of death. Subject to certain conditions, owners may change
the death benefit option. Under Option 1, the death benefit is the
greater of the specified amount, which includes the account value or
the Applicable Percentage of account value on the date of the insured's
death. Under Option 2, the death benefit is the greater of the
specified amount plus the account value on the date of death, or the
Applicable Percentage of the account value on the date of the insured's
death.
The "Applicable Percentage" which is the AV on the date of death
multiplied by the appropriate factor from the Definition of Life
Insurance factors shown in the policy's appendix A or B. A table
showing the Applicable Percentages for Attained Ages 0 to 95 is set
forth in the policy.
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On or after one year from the policy date, the owner may change the
death benefit option on the policy, by notice to Security Life, subject
to the following rules. A change in the Death Benefit Option may be
requested at least 30 days prior to a policy anniversary. After any
changes, the specified amount must be at least $50,000. The effective
date of the change will be the monthly date next following the day that
Security life receives and accepts notice of the request for change.
Security Life may require satisfactory evidence of insurability.
When a change from Option 1 to Option 2 is made, the specified amount
after the change is effected will be equal to the specified amount
before the change less the account value on the effective date of the
change. When a change from Option 2 to Option 1 is made, the specified
amount after the change will be equal to the specified amount before
the change is effected and the death benefit will be increased by the
account value on the effective date of the change.
Security Life will make payment of the death benefit proceeds out of
its general account and, at the same time, will transfer the account
value applicable to the policy out of the Separate Account to the
general account.
C. Policy Loan
After the first policy year and while the insured is living, provided
the policy is not in the grace period, the owner may borrow against the
policy at any time by submitting notice to the home office. The minimum
amount of any loan request is $100. The maximum loan amount is the net
cash surrender value less monthly deductions to the next policy
anniversary. Maximum loan amounts may be different if required by state
law.
Outstanding loans reduce the amount available for new loans. Loans will
be processed as of the date the loan notice is received and approved.
Loan proceeds generally will be sent to the owner within seven calendar
days.
Loan interest charges on a Policy Loan accrue daily at a compound
annual interest rate of 4.75%. Interest is due in arrears on each
policy anniversary.
Outstanding loans (including unpaid interest added to the loan) plus
accrued interest not yet due equals the policy debt.
When a policy loan is made, an amount sufficient to secure the loan is
transferred out of the variable account and the guaranteed account and
into the policy's loan account. Thus, a loan will have no immediate
effect on the account value, but other policy values, such as the cash
surrender value and the death benefit proceeds, will be reduced
immediately by the amount transferred to the loan account. This
transfer is made against the account value in each subdivision and the
guaranteed account in proportion to the account value in each on the
effective date of the loan, unless the owner specifies that transfers
be made form specific subdivisions. an amount of account value equal to
any due and unpaid loan interest which exceeds interest credited to the
loan account will also be transferred to the loan account on each
annual date. Such interest will be transferred from each subdivision
and the guaranteed
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account in the same proportion that account value in each subdivision
and the guaranteed account bears to the total unloaned account value.
The loan account will be credited with interest at an effective annual
rate of not less than the annual loan interest rate of 4%.
D. Partial Withdrawals
An owner may make partial cash surrenders under the policy at any time
after the 1st policy anniversary subject to the conditions below. An
owner must submit notice to the home office. Each partial cash
surrender must be at least $100. The maximum partial withdrawal is the
amount which will leave $500 as the Net Cash Surrender Value. When a
Partial Withdrawal is taken, the amount of the withdrawal plus a
service fee is deducted from the Account Value. As of the date Security
life receives notice of a partial cash surrender request, the cash
value will be reduced by the partial cash surrender amount.
Unless the owner requests that a partial cash surrender be deducted
from specified subdivisions, the partial cash surrender amount will be
deducted from account value in the subdivisions and in the guaranteed
account pro-rata in proportion to the account value in each.
If death benefit Option 1 is in effect, Security life may reduce the
specified amount. Security Life may reject a partial cash surrender
request if the partial cash surrender would reduce the specified amount
below $50,000, or if the partial cash surrender would cause the policy
to fail to qualify as a life insurance contract under applicable tax
laws, as interpreted by Security Life.
Partial cash surrender requests will be processed as of the valuation
date notice is received by Security Life, and generally will be paid
within seven calendar days.
E. Monthly Charges
On each monthly date, Security Life will deduct from the account value
the monthly deductions due, commencing as of the policy date. An
owner's policy date is the date used to determine the applicable
monthly date. The monthly deduction consists of (1) cost of insurance
charges ("cost of insurance charge"), (2) the monthly administrative
charge (the "administrative charge"), and (3) any charges for
supplemental and/or rider benefits ("supplemental and/or rider benefit
charges". The monthly deduction is deducted from the subdivisions of
the Variable Account and from the guaranteed interest division pro rata
on the basis of the portion of account value in each.
13
[SUTHERLAND ASBILL & BRENNAN LLP]
April 23, 1999
KIMBERLY J. SMITH
DIRECT LINE: (202) 383-0314
Internet: [email protected]
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Security Life Separate Account L1 (File No. 33-74190)
Commissioners:
On behalf of Security Life of Denver Insurance Company and Security Life
Separate Account L1 (the "Account"), we have attached for filing Post-Effective
Amendment No. 10 (the "Amendment") to the Account's registration statement on
Form S-6 for certain variable life insurance policies. The Amendment includes
prospectuses for the Account's "FirstLine" and "FirstLine II" products.
In reliance on a request made by the Company on March 19, 1999 (the "Template
Request") pursuant to Rule 485(b)(1)(vii) under the Securities Act of 1933, as
amended (the "1933 Act"), this Amendment is being filed pursuant to paragraph
(b) of Rule 485 under the 1933 Act. As counsel who reviewed the Amendment, and
in reliance on the Template Request relief, we represent that the Amendment does
not contain disclosures which would otherwise render it ineligible to become
effective pursuant to paragraph (b).
If you have any questions or comments regarding the Amendment, please call the
undersigned at 383-0314.
Sincerely,
/s/ Kimberly J. Smith
Kimberly J. Smith
Attachment
cc: Anna Kautzman, Esq.
Tamara Barkdoll, Esq.
