AMERITAS LIFE INSURANCE CORP SEPARATE ACCOUNT LLVL
S-6, 1999-04-15
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             As filed with the Securities and Exchange Commission on

                                 April 15, 1999

                                Registration No.

             ======================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------


                                    Form S-6

                                 ---------------


              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
               SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                   FORM N-8B-2

                                ----------------


                          AMERITAS LIFE INSURANCE CORP.
                                   (Depositor)
                              SEPARATE ACCOUNT LLVL
                           (EXACT NAME OF REGISTRANT)

                                ----------------


                          AMERITAS LIFE INSURANCE CORP.
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

                                ----------------


                                DONALD R. STADING
         Senior Vice President, Secretary and Corporate General Counsel
                          Ameritas Life Insurance Corp.
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

                                -----------------


Title of Securities Being Registered: Securities of Unit Investment Trust 
                                      -----------------------------------

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of the Registration Statement.

Flexible  Premium  Variable  Life  Insurance  Policies  - -  Registration  of an
indefinite  amount of  securities  pursuant to Rule 24f-2  under the  Investment
Company Act of 1940.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further  amendment  which  specifically  states that this  Registration  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a) may determine.
                                     

<PAGE>
               RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2
                               AND THE PROSPECTUS

      ITEM NO. OF
      FORM N-8B-2          CAPTION IN PROSPECTUS
      -----------          ---------------------     
          1                  Cover Page
          2                  Cover Page
          3                  Not Applicable
          4                  Ameritas Life Insurance Corp.; Distribution of the 
                             Policies
          5                  Ameritas Life Insurance Corp. Separate Account LLVL
          6                  Ameritas Life Insurance Corp. Separate Account LLVL
          7                  Not Required
          8                  Not Required
          9                  Legal Proceedings
         10                  Summary; Addition, Deletion or Substitution of 
                             Investments; Policy  Benefits; Policy Rights; 
                             Payment and Allocation of Premiums; General 
                             Provisions; Voting Rights
         11                  Summary; The Funds
         12                  Summary; The Funds
         13                  Summary; The Funds - Charges and Deductions
         14                  Summary; Payment and Allocation of Premiums
         15                  Summary; Payment and Allocation of Premiums
         16                  Summary; The Funds; Neuberger Berman Advisers 
                             Management Trust; Berger Institutional Products 
                             Trust; Rydex Variable Trust 
         17                  Summary, Policy Rights
         18                  The Funds; Neuberger Berman Advisers Management 
                             Trust; Berger Institutional Products Trust; Rydex 
                             Variable Trust; Fixed Account
         19                  General Provisions; Voting Rights
         20                  Not Applicable
         21                  Summary; Policy Rights; General Provisions
         22                  Not Applicable
         23                  Safekeeping of the Separate Account's Assets
         24                  General Provisions
         25                  Ameritas Life Insurance Corp.
         26                  Not Applicable
         27                  Ameritas Life Insurance Corp.
         28                  Executive Officers and Directors of Ameritas; 
                             Ameritas Life Insurance Corp.
         29                  Ameritas Life Insurance Corp.
         30                  Not Applicable
         31                  Not Applicable
         32                  Not Applicable
         33                  Not Applicable
         34                  Not Applicable
         35                  Not Applicable
         36                  Not Applicable
         37                  Not Applicable
         38                  Distribution of the Policies
         39                  Distribution of the Policies
         40                  Distribution of the Policies
         41                  Distribution of the Policies
         42                  Not Applicable
         43                  Not Applicable
         44                  Accumulation Value, Payment and Allocation of 
                             Premium
<PAGE>

      ITEM NO. OF
      FORM N-8B-2             CAPTION IN PROSPECTUS
      -----------             ---------------------
          45                  Not Applicable
          46                  The Funds; Accumulation Value
          47                  The Funds
          48                  State Regulation
          49                  Not Applicable
          50                  Ameritas Life Insurance Corp. Separate Account 
                              LLVL 
          51                  Cover Page; Summary; Policy Benefits; Charges 
                              and Deductions
          52                  Addition, Deletion or Substitution of 
                              Investments
          53                  Summary; Federal Tax Matters
          54                  Not Applicable
          55                  Not Applicable
          56                  Not Required
          57                  Not Required
          58                  Not Required
          59                  Financial Statements

<PAGE>

PROSPECTUS                                    Ameritas Life Insurance Corp. Logo

Policy -- A Survivorship Flexible Premium Variable Universal Life 5900 "O"Street
Insurance Policy issued by Ameritas Life Insurance Corp. 
                                               P.O. Box 81889/Lincoln, NE  68501
- --------------------------------------------------------------------------------

This prospectus  describes a survivorship  flexible premium  variable  universal
life  insurance  Policy  ("Policy"),  issued by Ameritas  Life  Insurance  Corp.
("Ameritas"),  that pays a death benefit upon the Second Death. Like traditional
life insurance  policies,  a Policy provides Death Benefits to Beneficiaries and
gives you, the Policy  Owner,  the  opportunity  to increase  the Policy's  cash
value. Unlike traditional  policies,  the Policy lets you vary the frequency and
amount of premium payments, rather than follow a fixed premium payment schedule.
It also lets you change the level of Death Benefits as often as once each year.

A Policy is  different  from  traditional  life  insurance  policies  in another
important  way: you select how Policy  premiums will be invested.  Although each
Policy  Owner is  guaranteed  a minimum  Death  Benefit,  the cash  value of the
Policy,  as well as the actual Death Benefit,  will vary with the performance of
investments you select.

The  investment   options  available  through  the  Policy  include   investment
portfolios from Neuberger Berman Advisers  Management Trust  ("Neuberger  Berman
AMT"),  Berger  Institutional  Products  Trust ("Berger IPT") and Rydex Variable
Trust ("Rydex") (collectively the "Funds"). Each of these portfolios has its own
investment  objective and policies.  These are described in the prospectuses for
each  investment  portfolio which must accompany this  prospectus.  You may also
choose to allocate premium payments to the Fixed Account managed by Ameritas.

A Policy will be issued after  Ameritas  accepts a  prospective  Policy  Owner's
application. Generally, an application must specify a Death Benefit no less than
$100,000.  These Policies are available to cover individuals between the ages of
20 and 90 at the time of purchase, although at least one of the individuals must
be no older than 85. A Policy, once purchased,  may generally be canceled within
10 days after you receive it.

This prospectus is designed to assist you in  understanding  the opportunity and
risks  associated with the purchase of a Policy.  Prospective  Policy Owners are
urged to read the prospectus carefully and retain it for future reference.

This prospectus includes a summary of the most important features of the Policy,
information  about Ameritas , a list of the  investment  portfolios to which you
may allocate premium  payments,  and a detailed  description of the Policy.  The
appendix to the  prospectus  includes  tables  designed to  illustrate  how cash
values and Death  Benefits  may change  with the  investment  experience  of the
Investment Options.

This  prospectus  must be accompanied by a prospectus for each of the investment
portfolios available through the Policy.

Although  the  Policy  is  designed  to  provide  life  insurance,  a Policy  is
considered to be a security.  It is not a deposit  with,  an  obligation  of, or
guaranteed  or  endorsed  by any  banking  institution  through  which it may be
purchased,  nor is it insured by the Federal Deposit Insurance Corporation,  the
Federal  Reserve Board,  or any other agency.  The purchase of a Policy involves
investment risk, including the possible loss of principal. For this reason, this
Policy may not be suitable for all  individuals.  It may not be  advantageous to
purchase a Policy as a  replacement  for another type of life  insurance or as a
way to obtain  additional  insurance  protection if the  purchaser  already owns
another survivorship flexible premium variable universal life insurance policy.

The  Securities   and  Exchange   Commission   ("SEC")   maintains  a  web  site
(http://www.sec.gov)  that contains other information regarding registrants that
file electronically with the Securities and Exchange Commission.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
REGULATORY  AUTHORITY HAS APPROVED  THESE  SECURITIES,  OR DETERMINED  THAT THIS
PROSPECTUS  IS ACCURATE OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                 _________, 1999


                                     LLSVUL
                                        1

<PAGE>

TABLE OF CONTENTS                                                           PAGE
DEFINITIONS....................................................................3
SUMMARY........................................................................6
YEAR 2000.....................................................................11
AMERITAS, THE SEPARATE ACCOUNT AND THE FUNDS..................................12
         AMERITAS LIFE INSURANCE CORP.........................................12
         AMERITAS LIFE INSURANCE CORP. SEPARATE ACCOUNT LLVL..................13
         PERFORMANCE INFORMATION..............................................13
         THE FUNDS............................................................14
         INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS..........15
         ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS....................21
         FIXED ACCOUNT........................................................21
POLICY BENEFITS...............................................................22
         PURPOSES OF THE POLICY...............................................22
         DEATH BENEFIT PROCEEDS...............................................22
         DEATH BENEFIT OPTIONS................................................22
         METHODS OF AFFECTING INSURANCE PROTECTION............................24
         DURATION OF POLICY...................................................24
         ACCUMULATION VALUE...................................................24
         PAYMENT OF POLICY BENEFITS...........................................25
POLICY RIGHTS.................................................................26
         LOAN BENEFITS........................................................26
         SURRENDERS...........................................................27
         PARTIAL WITHDRAWALS..................................................27
         TRANSFERS............................................................27
         SYSTEMATIC PROGRAMS..................................................28
         FREE LOOK PRIVILEGE..................................................28
PAYMENT AND ALLOCATION OF PREMIUMS............................................28
         ISSUANCE OF A POLICY.................................................28
         PREMIUMS.............................................................29
         ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE........................30
         POLICY LAPSE AND REINSTATEMENT.......................................30
CHARGES AND DEDUCTIONS........................................................31
         DEDUCTIONS FROM PREMIUM PAYMENTS.....................................31
         CHARGES FROM ACCUMULATION VALUE......................................31
         DAILY CHARGES AGAINST THE SEPARATE ACCOUNT...........................33
         FUND EXPENSE SUMMARY.................................................33
GENERAL PROVISIONS............................................................36
DISTRIBUTION OF THE POLICIES..................................................38
FEDERAL TAX MATTERS...........................................................39
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS..................................42
THIRD PARTY SERVICES..........................................................42
VOTING RIGHTS.................................................................42
STATE REGULATION OF AMERITAS..................................................43
EXECUTIVE OFFICERS AND DIRECTORS OF AMERITAS..................................43
LEGAL MATTERS.................................................................48
LEGAL PROCEEDINGS.............................................................48
EXPERTS.......................................................................48
ADDITIONAL INFORMATION........................................................48
FINANCIAL STATEMENTS..........................................................48
AMERITAS LIFE INSURANCE CORP. SEPARATE ACCOUNT LLVL........................F-I-1
AMERITAS LIFE INSURANCE CORP..............................................F-II-1
APPENDIX A ..................................................................A-1

   The Policy, certain Funds, and/or certain riders are not available in all
   states.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER,  SALESPERSON, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

                                                      

                                     LLSVUL
                                        2

<PAGE>

DEFINITIONS

ACCRUED EXPENSE CHARGES - Any Monthly Deductions that are due and unpaid.

ACCUMULATION VALUE - The total amount that the Policy provides for investment at
any time.  It is equal to the total of the  Accumulation  Value held in Separate
Account LLVL, the Fixed Account,  and any Accumulation Value held in the General
Account which secures Outstanding Policy Debt.

ADMINISTRATIVE  EXPENSE CHARGE - A charge to cover the cost of administering the
Policy. It is part of the Monthly Deduction.

AMERITAS AVLIC - ("We, Us, Our") Ameritas Life Insurance Corp., a Nebraska stock
life  insurance  company.  Ameritas'AVLIC's  Home  Office is located at 5900 "O"
Street, P.O. Box 81889, Lincoln, NE 68501.

ASSET-BASED ADMINISTRATIVE EXPENSE CHARGE - A daily charge that is deducted from
the overall  assets of Separate  Account LLVL to provide for expenses of ongoing
administrative services to the Policy Owners as a group.

ATTAINED AGE - The Issue Age of the younger  Insured plus the number of complete
Policy Years that the Policy has been in force.

BENEFICIARY - The  person or  persons to whom  the Death  Benefit  Proceeds  are
payable upon the Second Death.  (See the sections on  Beneficiary  and Change of
Beneficiary.)

COST OF INSURANCE - A charge  deducted  monthly from the  Accumulation  Value to
provide the life insurance protection;  this charge may also include one or more
Flat Extra Rating Charges. The Cost of Insurance is calculated with reference to
an annual  "Cost of Insurance  Rate." This rate is based on the Issue Age,  sex,
and risk class of each Insured and the Policy duration. The Cost of Insurance is
part of the Monthly Deduction.

DECLARED  RATE - The interest  rate declared by Ameritas to be earned on amounts
in the Fixed  Account,  which  Ameritas  guarantees to be no less than an annual
rate of 3.5%.

DEATH  BENEFIT - The amount of insurance  coverage  provided  under the selected
Death Benefit option of the Policy.

DEATH BENEFIT PROCEEDS - The proceeds payable to the Beneficiary upon receipt by
Ameritas of Satisfactory  Proof of Death of both Insureds while the Policy is in
force. It is equal to: (l) the Death Benefit; (2) plus additional life insurance
proceeds  provided by any riders;  (3) minus any  Outstanding  Policy Debt;  (4)
minus any Accrued Expense Charges, including the Monthly Deduction for the month
of the Second Death.

FLAT EXTRA  RATING  CHARGE - A charge that will be  applicable  if an Insured is
placed into a class that involves a higher  mortality risk.  One-half the amount
of any  applicable  Flat  Extra  Rating  Charge  will be  added  to the  Cost of
Insurance Rate and, thus,  will be deducted as part of the Monthly  Deduction on
each Monthly Activity Date.

FIXED ACCOUNT - An account that is a part of Ameritas'  General Account to which
all or a portion of Net Premiums and transfers may be allocated for accumulation
at fixed rates of interest.

GENERAL  ACCOUNT - The General  Account of Ameritas  includes  all of  Ameritas'
assets except those assets  segregated  into separate  accounts such as Separate
Account LLVL.

GRACE PERIOD - A 61 day period from the date  written  notice of lapse is mailed
to the Policy Owner's last known address.  If the Policy Owner makes the payment
specified in the notification of lapse, the Policy will not lapse.

GUARANTEED  DEATH  BENEFIT (IN  MARYLAND,  "GUARANTEED  DEATH BENEFIT TO PREVENT
LAPSE") PERIOD - The number of years the  "Guaranteed  Death Benefit"  provision
will apply.  The period  extends to Attained Age 85 but in no event is less than
10 years,  and may be  restricted  as a result of state law.  Not  available  in
Massachusetts. This benefit is provided without an additional Policy charge.

GUARANTEED DEATH BENEFIT PREMIUM - A specified premium which, if paid in advance
on a monthly prorated basis, will keep the Policy in force during the Guaranteed
Death Benefit Period so long as other Policy provisions are met, even if the Net
Cash Surrender Value is zero or less.

INSUREDS - The two persons whose lives are insured under the Policy.

INVESTMENT  OPTIONS - Refers to the Subaccounts and/or the Fixed Account offered
under this Policy.


                                     LLSVUL
                                        3

<PAGE>

ISSUE AGE - The actual age of each Insured on the Policy Date.

ISSUE  DATE - The  date  that  all  financial,  contractual  and  administrative
requirements have been met and processed for the Policy.

MINIMUM  PREMIUM - A specified  premium  which,  if paid in advance on a monthly
prorated  basis,  will keep the Policy in force  during the first  sixty  Policy
months ("Minimum  Benefit"  Period) so long as other Policy  provisions are met,
even if the Net Cash Surrender Value is zero or less.

MONTHLY  ACTIVITY  DATE - The same date in each  succeeding  month as the Policy
Date  except  should  such  Monthly  Activity  Date fall on a date  other than a
Valuation Date, the Monthly Activity Date will be the next Valuation Date.

MONTHLY  DEDUCTION - The  deductions  taken from the  Accumulation  Value on the
Monthly  Activity Date.  These  deductions are equal to: (1) the current Cost of
Insurance; (2) the Administrative Expense Charge; and (3) rider charges, if any.

MORTALITY  AND EXPENSE  RISK CHARGE - A daily  charge that is deducted  from the
overall  assets of Separate  Account LLVL to provide for the risk that mortality
and expense costs may be greater than expected.

NET AMOUNT AT RISK - The amount by which the Death  Benefit as  calculated  on a
Monthly Activity Date exceeds the Accumulation Value on that date.

NET CASH SURRENDER VALUE - The Accumulation Value of the Policy on any Valuation
Date (including for this purpose,  the date of Surrender),  less any Outstanding
Policy Debt.

NET POLICY FUNDING - Net Policy  Funding is the sum of all premiums  paid,  less
any partial withdrawals and less any Outstanding Policy Debt.

NET PREMIUM - Premium paid less the Percent of Premium Charge.

OUTSTANDING  POLICY  DEBT - The  sum of all  unpaid  Policy  loans  and  accrued
interest on Policy loans.

PERCENT OF PREMIUM  CHARGE FOR TAXES - The  amount  deducted  from each  premium
received to cover certain expenses, expressed as a percentage of the premium.

PLANNED  PERIODIC  PREMIUMS - A selected  schedule of equal premiums  payable at
fixed intervals.  The Policy Owner is not required to follow this schedule,  nor
does following this schedule  ensure that the Policy will remain in force unless
the payments  meet the  requirements  of the Minimum  Benefit or the  Guaranteed
Death Benefit.

POLICY - The survivorship  flexible  premium  variable  universal life insurance
Policy offered by Ameritas and described in this prospectus.

POLICY  ANNIVERSARY  DATE - The same day as the  Policy  Date for each  year the
Policy remains in force.

POLICY DATE - The effective date for all coverage  provided in the  application.
The Policy Date is used to determine Policy Anniversary Dates,  Policy Years and
Monthly Activity Dates. Policy  Anniversaries are measured from the Policy Date.
The Policy Date and the Issue Date will be the same unless: 1) an earlier Policy
Date is specifically  requested,  or 2) unless there are additional  premiums or
application  amendments  at time of delivery.  (See the section on Issuance of a
Policy.)

POLICY  OWNER - ("you,  your") The owner of the  Policy,  as  designated  in the
application  or  as  subsequently  changed.  If a  Policy  has  been  absolutely
assigned,  the assignee is the Policy  Owner.  A collateral  assignee is not the
Policy Owner.

POLICY YEAR - The period from one Policy  Anniversary Date until the next Policy
Anniversary  Date.  A  "Policy  Month"  is  measured  from the same date in each
succeeding month as the Policy Date.

                                                      

                                     LLSVUL
                                        4

<PAGE>

SATISFACTORY PROOF OF DEATH - Satisfactory Proof of Death must be provided to us
at the time of death of each Insured.  Satisfactory  Proof of Death means all of
the following must be submitted:
         (1) A  certified  copy  of  both  death  certificates;  
         (2) A  Claimant Statement; 
         (3) The Policy; and
         (4) Any other information that Ameritas may reasonably require to 
             establish the validity of the claim.

SECOND DEATH - The later of the dates of death of the Insureds.

SEPARATE ACCOUNT LLVL - This term  refers to Separate  Account LLVL, a  separate
investment  account  established  by  Ameritas  to  receive  and  invest the Net
Premiums  paid under the Policy and  allocated  by the Policy  Owner to Separate
Account LLVL.  Separate  Account LLVL is segregated from the General Account and
all other assets of Ameritas.

SPECIFIED  AMOUNT - The minimum Death  Benefit under the Policy,  as selected by
the Policy Owner.

SUBACCOUNT - A subdivision of Separate  Account LLVL.  Each  Subaccount  invests
exclusively in the shares of a specified portfolio of the Funds.

SURRENDER - The termination of the Policy for the Net Cash Surrender Value while
at least one Insured is alive.

VALUATION  DATE - Any day on  which  the New  York  Stock  Exchange  is open for
trading.

VALUATION PERIOD - The period between two successive valuation dates, commencing
at the close of the New York Stock  Exchange  ("NYSE") on one valuation date and
ending at the close of the NYSE on the next succeeding valuation date.


                                     LLSVUL
                                        5

<PAGE>

SUMMARY

The following summary of prospectus information and diagram of the Policy should
be read along with the detailed  information found elsewhere in this prospectus.
Unless stated otherwise, this prospectus assumes that the Policy is in force and
that there is no Outstanding Policy Debt.

                                DIAGRAM OF POLICY


                                PREMIUM PAYMENTS
                       You can vary amount and frequency.

                                                                
                            DEDUCTIONS FROM PREMIUMS

      Percent of Premium Charge for Taxes - currently 3.00% (maximum 3.0%)
                                                                               

                                   NET PREMIUM

The net  premium may be  invested  in the Fixed  Account or in Separate  Account
LLVLwhich  offers 13 different  Subaccounts.  The 13  Subaccounts  invest in the
corresponding portfolios of Neuberger Berman AMT, Berger IPT or Rydex .


                             DEDUCTIONS FROM ASSETS

Monthly charge for cost of insurance and cost of any riders.
Monthly charge for  administrative  expenses (maximum charge  $9.00/month plus a
charge  per month per  $1000 of  specified  amount  that  varies by the  younger
Insured's Issue Age):

                   Issue Age        Maximum                Current 
                                                       Policy Years 6+

                    20 - 44       $ .10/1000/mo             $.10
                    45 - 54       $ .08/1000/mo             $.08
                    55 - 64       $ .08/1000/mo             $.05
                    65+           $ .05/1000/mo             $.00

Daily  charge  from  the   Subaccounts  for  mortality  and  expense  risks  and
administrative  expenses,  at an annual rate of 0.60% for Policy Years 1-15, and
0.30%  thereafter.  The maximum charge is .60% in all years.  This charge is not
deducted from Fixed Account assets. There is no surrender charge.

<TABLE>
<CAPTION>
<S>                                                      <C>                                 <C>    
      LIVING BENEFITS                                     RETIREMENT BENEFITS                  DEATH BENEFITS

You may make partial withdrawals, subject to              Loans may be available on a          Generally, death benefit
certain restrictions.  The Death Benefit will be          more favorable interest rate         income is tax free to the
reduced by the amount of the partial withdrawal.          basis after the tenth Policy Year    Beneficiary.
Ameritas guarantees up to 15 free transfers               Should the Policy lapse while        The Beneficiary may be
between the Investment Options each Policy Year.          loans are outstanding, the           paid a lump sum or may
Under current practice, unlimited free transfers          portion of the loan attributable     select any of the available
are permitted.                                            to earnings will become taxable      payment methods
You may surrender the policy at any time for its          distributions. (See page 22.)        available as retirement
Net Cash Surrender Value.                                 You may take payment under           benefits.  
                                                          one or more of five different        
</TABLE>
                                                      
                                     LLSVUL
                                       6


<PAGE>

                                                          payment options.

Accelerated  payment  of up to 50% of the  lowest  
scheduled Death Benefit is available under certain  
conditions if the surviving Insured is suffering from
terminal illness.




                                     LLSVUL
                                        7

<PAGE>

SUMMARY

The following  summary is intended to highlight the most  important  features of
the Policy that you, as a prospective  Policy Owner,  should consider.  You will
find  more  detailed   information  in  the  main  portion  of  the  prospectus;
cross-references  are  provided  for your  convenience.  Capitalized  terms  are
defined in the glossary that begins on page 3 of this  prospectus.  This summary
and all other parts of this  prospectus  are qualified in their  entirety by the
terms of the Policy, which is available upon request from Ameritas.

WHO IS THE ISSUER OF A POLICY?
Ameritas  issues the Policy.  The Policy is available  for  individuals  and for
corporations  and other  institutions  who wish to provide coverage and benefits
for key employees.  A separate  account of Ameritas,  Separate  Account LLVL has
been established to hold the assets supporting the Policy. Separate Account LLVL
has 13 Subaccounts  which  correspond to, and are invested in, the portfolios of
the Funds discussed herein.  (See the section on Ameritas,  the Separate Account
and The Funds.) The financial  statements for Ameritas can be found beginning on
page F-II-1.

WHY SHOULD I CONSIDER PURCHASING A POLICY?
The primary  purpose of a Policy is to provide life insurance  protection on the
two Insureds  named in the Policy.  This means that, so long as the Policy is in
force, it will provide for:
|X| payment of a Death Benefit, which will never be less than the Specified 
    Amount the Policy Owner selects (page 22) 
|X| Policy loan, Surrender and withdrawal features (pages 26-27)

A Policy also includes an investment component.  This means that, so long as the
Policy is in force,  you will be  responsible  for selecting the manner in which
Net  Premiums  will be invested.  Thus,  the value of a Policy will reflect your
investment choices over the life of the Policy.

HOW DOES THE INVESTMENT COMPONENT OF MY POLICY WORK?
Ameritas has established Separate Account LLVL, which is separate from all other
assets of Ameritas,  as a vehicle to receive and invest  premiums  received from
Policy Owners. Separate Account LLVL is divided into separate Subaccounts.  Each
Subaccount  invests  exclusively in shares of one of the  investment  portfolios
available  through  the Policy.  You may  allocate  Net  Premiums to one or more
Subaccounts,  or to Ameritas' Fixed Account in your initial  application.  These
allocations  may be changed by notifying  Ameritas'  Home  Office.  We will only
allow  allocations to Rydex according to  administrative  rules We have set. The
aggregate  value of your interests in the Subaccounts and the Fixed Account will
represent the Accumulation Value of your Policy (See the section on Accumulation
Value.) . Each Policyowner may allocate Net Premiums to one or more Subaccounts,
or to AVLIC's Fixed Account in the initial application. These allocations may be
changed,  without charge, by notifying AVLIC's Home Office.  The aggregate value
of your interests in the  Subaccounts,  the Fixed Account and any amount held in
the General Account to secure Policy debt will represent the Accumulation  Value
of your BRAVO! Policy (page 20).

You may make transfers among the Investment  Options.  All transfers are subject
to the  limits  We set.  We will  only  allow  transfers  with  regard  to Rydex
according to administrative  rules We have set. The Policy's  Accumulation Value
in  Separate  Account  LLVL will  reflect  the amount and  frequency  of premium
payments, the investment experience of

                                                     
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<PAGE>

the  chosen  Subaccounts  and the  Fixed  Account,  Policy  loans,  any  partial
withdrawals,  and any charges imposed in connection with the Policy.  The entire
investment risk of Separate Account LLVL is borne by the Policy Owner.  Ameritas
does not guarantee a minimum  Accumulation  Value in Separate Account LLVL. (See
the section on Accumulation Value.) Ameritas does guarantee the Fixed Account.

What Investment Options are available through the Policy?
The  Investment  Options  available  through  the Policy  include 13  investment
portfolios,  each of which is a separate  series of a mutual fund from Neuberger
Berman AMT, Berger IPT and Rydex. These portfolios are:

<TABLE>
<CAPTION>
<S>                                   <C>                              <C>   
|X| Neuberger Berman AMT:              |X| Berger IPT:                  |X| Nova Fund
    Limited Maturity Bond              Small Company Growth Fund        Ursa Fund
    Growth                                                              OTC Fund
    Partners                                                            Precious Metals Fund
    Balanced                                                            U.S. Government Bond Fund
                                                                        Juno Fund
</TABLE>

Details about the  investment  objectives  and policies of each of the available
investment  portfolios,  including  management fees and expenses,  appear in the
section on The Funds.  There is no assurance that these  objectives will be met.
Participation  in Rydex is  subject  to  administrative  rules We have set.  The
Policy  Owner  bears the entire  investment  risk for amounts  allocated  to the
Subaccounts.  In  addition  to the  listed  portfolios,  you may  also  elect to
allocate  Net  Premiums to Ameritas'  Fixed  Account.  (See the section on Fixed
Account.)


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HOW DOES THE LIFE INSURANCE COMPONENT OF A POLICY WORK?
A Policy  provides  for the payment of a minimum  Death  Benefit upon the Second
Death.  The amount of the minimum Death Benefit -- sometimes  referred to as the
Specified  Amount of your  Policy -- is chosen by you at the time your Policy is
established.  However,  Death Benefit Proceeds -- the actual amount that will be
paid after Ameritas  receives  Satisfactory  Proof of Death -- may vary over the
life of your Policy,  depending on which of the two available  coverage  options
you select.

If you choose Option A, the Death Benefit  payable under your Policy will be the
Specified Amount of your Policy or the applicable percentage of its Accumulation
Value,  whichever is greater.  If you choose Option B, the Death Benefit payable
under  your  Policy  will be the  Specified  Amount  of  your  Policy  plus  the
Accumulation Value of your Policy, or if it is higher, the applicable percentage
of the  Accumulation  Value on the Second Death.  In either case, the applicable
percentage  is  established  based on the Attained Age at the Second Death (page
22).

ARE THERE ANY RISKS INVOLVED IN OWNING A POLICY?
Yes. Over the life of your Policy,  the  Subaccounts  to which you allocate your
premiums will  fluctuate  with changes in the stock market and overall  economic
factors.  These fluctuations will be reflected in the Accumulation Value of your
Policy and may result in loss of principal.  For this reason,  the purchase of a
Policy may not be suitable for all  individuals.  It may not be  advantageous to
purchase a Policy to replace or augment your  existing  insurance  arrangements.
Appendix A includes  tables  illustrating  the impact that  hypothetical  market
returns would have on Accumulation Values under a Policy (page A-1).

WHAT IS THE PREMIUM THAT MUST BE PAID TO KEEP A POLICY IN FORCE?
Like  traditional  life  insurance  policies,  a Policy  requires the payment of
periodic  premiums  in order to keep the  Policy in force.  You will be asked to
establish a payment schedule before your Policy becomes effective.

The distinction  between traditional life policies and a Policy is that a Policy
will not lapse simply  because  premium  payments are not made according to that
payment  schedule.  However,  a Policy will  lapse,  even if  scheduled  premium
payments are made,  if the Net Cash  Surrender  Value of your Policy falls below
zero or premiums paid do not, in the aggregate,  equal the premium  necessary to
satisfy  the  Minimum  Benefit  (page  30)  or  the  Guaranteed   Death  Benefit
requirements (page 30).

HOW ARE PREMIUMS PAID, PROCESSED AND CREDITED TO ME?
Your Policy will be issued after a completed  application  is accepted,  and the
initial premium payment is received,  by Ameritas at its Home Office.  Ameritas'
Home Office is located at 5900 "O" Street,  P.O. Box 81889,  Lincoln,  NE 68501.
Your initial Net Premium will be  allocated  to the Liquid Asset  Portfolio  for
thirteen days after the Issue Date. Then, the  Accumulation  Value of the Policy
will be allocated  among the Subaccounts  and/or the Fixed Account  according to
the instructions in your application.  Where allowed, if you have allocated 100%
to the Fixed  Account,  the Net Premium of the Policy is  allocated to the Fixed
Account on the Issue Date. In this instance,  no further  allocation will occur.
You have the right to  examine  your  Policy  and  return it for a refund  for a
limited time, even after the Issue Date (page 29).

You may make  subsequent  premium  payments  according to your Planned  Periodic
Premium  schedule,  although you are not required to do so.  Ameritas  will send
premium payment  notices to you according to any schedule you select,  except if
you pay by automatic bank draft.  When Ameritas receives your premium payment at
its Home  Office,  any  applicable  Percent of Premium  Charge for Taxes will be
deducted and the Net Premium will be  allocated  to the  Subaccounts  and/or the
Fixed Account according to your selections (page 30).

As already noted,  provides you  considerable  flexibility  in  determining  the
frequency and amount of premium  payments.  This  flexibility  is not,  however,
unlimited.  You should keep certain  factors in mind in determining  the payment
schedule  that is best  suited to your  needs.  These  include the amount of the
Minimum  Premium,  Guaranteed  Death Benefit  Premium  and/or Net Policy Funding
requirement  needed to keep your  Policy in force  (page  30);  maximum  premium
limitations  established  under the Federal  tax laws (page 30);  and the impact
that reduced

                                  
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                                       10

<PAGE>

premium  payments may have on the Net Cash Surrender  Value of your Policy (page
30).

IS THE ACCUMULATION VALUE OF MY POLICY AVAILABLE WITHOUT SURRENDER?
Yes. You may access the value of your Policy in one of two ways.  First, you may
obtain a loan,  secured by the  Accumulation  Value of your Policy.  The maximum
interest  rate  on any  such  loan  is 6%  annually;  the  current  rate is 5.5%
annually.  After the tenth Policy Anniversary,  you may borrow against a limited
amount  of the Net Cash  Surrender  Value of your  Policy  at a  maximum  annual
interest rate of 4%; the current rate for such loans is 3.5% annually (page 26).

You may also access the value of your Policy by making a partial  withdrawal.  A
partial  withdrawal  is subject to a maximum  charge not to exceed the lesser of
$50 or 2% of the amount withdrawn  (currently,  the partial withdrawal charge is
the lesser of $25 or 2%) (page 27).

ARE THERE ANY OTHER CHARGES ASSOCIATED WITH OWNERSHIP OF A POLICY?
Certain  states  impose  premium and other taxes in  connection  with  insurance
policies  such as the Policy.  Ameritas may deduct up to 5% of each premium as a
Percent of Premium Charge for Taxes. Currently, 3% is deducted for this purpose.

Charges  are  deducted  against  the  Accumulation  Value to  cover  the Cost of
Insurance  under the Policy and to compensate  Ameritas for  administering  each
individual Policy. These charges,  which are part of the Monthly Deduction,  are
calculated  and paid on each  Monthly  Activity  Date.  The Cost of Insurance is
calculated  based on risk  factors  relating  to the  Insureds as  reflected  in
relevant actuarial tables.  The  Administrative  Expense Charges may be based on
your Specified  Amount and the Policy duration.  However,  they may be increased
during  the life of your  Policy,  up to a maximum of $9 per month plus a charge
per month per $1000 of Specified  Amount that  depends on the younger  Insured's
Issue Age. For Issue Ages 20 - 44, the rate is $.10, for Issue Ages 45 - 54, the
rate is $.08, for Issue Ages 55 - 64, the rate is $.05 and for Issue Ages 65 and
over it is $.00.  At the current  time We  anticipate  the charge will reduce to
$.00 in year 6. The  Administrative  Expense Charge may be levied throughout the
life of the Policy and is  guaranteed  not to  increase  above $9 per month plus
$.10 per month per $1000 of  Specified  Amount  for Issue Ages  20-44,  $.08 for
Issue Ages 45-64 and $.05 for Issue Ages 65 and over.  Ameritas  does not expect
to make any profit from the Administrative Expense Charge.

For its services in  administering  Separate Account LLVL and Subaccounts and as
compensation for bearing certain  mortality and expense  risks,Ameritas  is also
entitled to receive fees.  These fees are  calculated  daily during the first 15
years of each Policy, at a combined annual rate of 0.60% of the value of the net
assets of Separate  Account LLVL.  After the 15th Policy  Anniversary  Date, the
combined  annual rate will  decrease to .30% of the daily net assets of Separate
Account LLVL.  The charge is  guaranteed  never to exceed .60%. No Mortality and
Expense  Risk  Charge will be  deducted  from the amounts in the Fixed  Account.
(page 34).

Policy  Owners  who  choose  to  allocate  Net  Premiums  to one or  more of the
Subaccounts  will also bear a pro rata share of the management fees and expenses
paid by each of the  investment  portfolios  in which  the  various  Subaccounts
invest.  No such management fees are assessed against Net Premiums  allocated to
the Fixed Account (page 34).

WHEN DOES MY POLICY TERMINATE?
You may  terminate  your Policy by  Surrendering  the Policy  while at least one
Insured is alive for its Net Cash  Surrender  Value (page 22).  As noted  above,
your  Policy will  terminate  if you fail to pay  required  premiums or maintain
sufficient Net Cash Surrender Value to cover Policy charges (page 24).

YEAR 2000

Like  other  insurance  companies  and their  separate  accounts,  Ameritas  and
Separate  Account LLVL could be adversely  affected if the computer systems they
rely upon do not properly  process  date-related  information and data involving
the years 2000 and after.  This issue arose because both  mainframe and PC-based
computer  hardware and software have  traditionally  used two digits to identify
the year.  For example,  the year 1998 is input,  stored and calculated as "98."
Similarly,  the year 2000  would be input,  stored  and  calculated  as "00." If
computers  assume  this  means  1900,  it could  cause  errors in  calculations,
comparisons, and other computing functions.

Like all insurance  companies,  Ameritas  makes  extensive use of dates and date
calculations. We began a corporate-wide Year 2000 (Y2K) project in mid-1996. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.


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<PAGE>

As of December 31, 1998, all of our computer  application and operating  systems
had been updated for the year 2000. Continuous testing and monitoring throughout
1999 will help Ameritas continue to meet our contractual and service obligations
to our  customers.  In addition  to our  internal  efforts,  Ameritas is working
closely  with vendors and other  business  partners to confirm that they too are
addressing Y2K issues on a timely basis. We believe that we are Y2K - compliant;
however,  in  the  event  we  or  our  service  providers,   vendors,  financial
institutions  or  others  with  which  we  conduct  business,  fail  to be Y2K -
compliant, there would be a materially adverse effect on us.


AMERITAS, THE SEPARATE ACCOUNT AND THE FUNDS

AMERITAS LIFE INSURANCE CORP.
Ameritas Life Insurance  Corp.  ("Ameritas")  is a stock life insurance  company
domiciled in Nebraska since 1887.  Ameritas and its  subsidiaries  are currently
licensed to sell life  insurance  and annuities in 50 states and the District of
Columbia. The Home Office of Ameritas is at 5900 "O" Street,  Lincoln,  Nebraska
68501.

Ameritas  and  subsidiaries  had total  assets at December 31, 1998 of over $4.1
billion.  Ameritas  enjoys a long  standing A+  (Superior)  rating for financial
strength and operating  performance  from A.M.  Best, an  independent  firm that
analyzes insurance carriers. This is the second highest of Best's 15 categories.
Ameritas  has been  rated A  (Excellent)  by Weiss  Research,  Inc.,  for fiscal
strength.  This is the third highest of Weiss' 16 categories.  Ameritas also has
an AA (Very  Strong)  rating  from  Standard  &  Poor's  for  insurer  financial
strength. This is the third highest of Standard & Poor's 21 ratings.

Effective  January 1, 1998,  Ameritas  converted from a mutual insurance company
structure  to a mutual  insurance  holding  company  structure  pursuant  to the
Nebraska  Mutual  Insurance  Holding Company Act. The conversion was approved by
the Nebraska  State  Department of Insurance and the policy owners of the mutual
company.  As a result of the  conversion,  Ameritas is wholly  owned by Ameritas
Holding  Company,  which is wholly owned by Ameritas  Mutual  Insurance  Holding
Company.  There  are no other  owners  of 5% or more of the  outstanding  voting
securities of Ameritas.

Ameritas  Investment Corp. ("AIC"),  the principal  underwriter of the Policies,
may  publish in  advertisements  and reports to Policy  Owners,  the ratings and
other  information  assigned  to  Ameritas  by one or  more  independent  rating
services.  The purpose of the ratings is to reflect  the  financial  strength of
Ameritas. The ratings do not relate to the performance of Separate Account LLVL.
Published  material may also  include  charts and other  information  concerning
dollar cost averaging,  portfolio  rebalancing,  earnings sweep,  tax-deference,
diversification,  asset allocation,  long term market trends, index performance,
and other investment programs and methods. 


     
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                                       12

<PAGE>

AMERITAS LIFE INSURANCE CORP. SEPARATE ACCOUNT LLVL
Ameritas Life Insurance Corp.  Separate  Account LLVL ("Separate  Account LLVL")
was  established  under  Nebraska law on August 24, 1994. The assets of Separate
Account LLVL are held by Ameritas and are segregated from all of Ameritas' other
assets.  These assets are not  chargeable  with  liabilities  arising out of any
other  business  which  Ameritas may conduct,  including any income,  gains,  or
losses of Ameritas. Although the assets maintained in Separate Account LLVL will
not be charged with any liabilities arising out of Ameritas' other business, all
obligations  arising  under the  Policies are  liabilities  of Ameritas who will
maintain assets in Separate  Account LLVL of a total market value at least equal
to the  reserve  and  other  contract  liabilities  of  Separate  Account  LLVL.
Nevertheless,  to the extent  assets in Separate  Account LLVL exceed  Ameritas'
liabilities  in Separate  Account  LLVL,  the assets are  available to cover the
liabilities  of Ameritas'  General  Account.  Ameritas  may,  from time to time,
withdraw  assets  available to cover the General Account  obligations.  Separate
Account LLVL is registered with the Securities and Exchange  Commission  ("SEC")
under the  Investment  Company  Act of 1940  ("1940  Act") as a unit  investment
trust,  which is a type of  investment  company.  This does not  involve any SEC
supervision  of the  management or investment  policies or practices of Separate
Account  LLVL.  For state law  purposes,  Separate  Account LLVL is treated as a
Division of Ameritas.

Performance Information

Performance  information  for the  Subaccounts of Separate  Account LLVL and the
Funds  available  for  investment  by  Separate   Account  LLVL  may  appear  in
advertisements,  sales  literature,  or reports to Policy Owners or  prospective
purchasers.   Ameritas  may  also  provide  a   hypothetical   illustration   of
Accumulation  Value,  Net  Cash  Surrender  Value  and  Death  Benefit  based on
historical  investment  returns  of the  Funds  for a  sample  Policy  based  on
assumptions  as to age,  sex, and risk class of each  Insured,  and other Policy
specific assumptions.

Ameritas  may  also  provide   individualized   hypothetical   illustrations  of
Accumulation  Value,  Net  Cash  Surrender  Value  and  Death  Benefit  based on
historical  investment  returns of the Funds.  These  illustrations will reflect
deductions  for Fund  expenses  and Policy and Separate  Account  LLVL  charges,
including the Monthly Deduction,  and Percent of Premium Charge for Taxes. These
hypothetical  illustrations will be based on the actual historical experience of
the Funds as if the  Subaccounts  had been in existence  and a Policy issued for
the same periods as those indicated for the Funds.

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THE FUNDS

There are currently 13  Subaccounts  within  Separate  Account LLVL available to
Policy Owners for new allocations. Each Subaccount of Separate Account LLVL will
invest only in the shares of a corresponding  portfolio of Neuberger Berman AMT,
Berger IPT or Rydex (collectively the "Funds"). Each Fund is registered with the
SEC under the 1940 Act as an open-end diversified management investment company.

The assets of each  portfolio of the Funds are held  separate from the assets of
the other  portfolios.  Thus, each portfolio  operates as a separate  investment
portfolio, and the income or losses of one portfolio generally have no effect on
the investment performance of any other portfolio.

Rydex  involves  strategic  or  tactical  asset  allocation,   and  may  involve
aggressive   investing   strategies.   For  that  reason,  We  have  established
administrative  rules under which We will allow  allocations,  premium  payments
and/or transfers to be made to Rydex. (See Rydex Administrative Rules, below.)

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must accompany or precede this  Prospectus.  These
Prospectuses  should  be  read  carefully  together  with  this  Prospectus  and
retained. All underlying Fund information, including Fund prospectuses, has been
provided to Ameritas by the  underlying  Funds.  Ameritas has not  independently
verified this information.

The investments in the Funds may be managed by Fund managers which manage one or
more other mutual  funds that have similar  names,  investment  objectives,  and
investment styles as the Funds. You should be aware that the Funds are likely to
differ from the other mutual funds in size, cash flow pattern,  and tax matters.
Thus,  the  holdings and  performance  of the Funds can be expected to vary from
those of the other mutual funds.

Each  Policy  Owner  should  periodically  consider  the  allocation  among  the
Subaccounts  in light of current  market  conditions  and the  investment  risks
attendant to investing in the Funds' various portfolios.

Separate Account LLVL will purchase and redeem shares from the Portfolios at the
net asset value. Shares will be redeemed to the extent necessary for Ameritas to
collect charges, pay the surrender values, partial withdrawals,  and make Policy
loans or to transfer  assets  from one  Subaccount  to another,  or to the Fixed
Account,   as  requested  by  Policy  Owners.   Any  dividend  or  capital  gain
distribution   received  is  automatically   reinvested  in  the   corresponding
Subaccount.

Since  Neuberger  Berman AMT,  Berger IPT and Rydex are each designed to provide
investment vehicles for variable annuity or variable life insurance contracts of
various  insurance  companies  and will be sold to  separate  accounts  of other
insurance  companies as  investment  vehicles for various types of variable life
insurance policies or variable annuity contracts,  there is a possibility that a
material  conflict may arise between the interests of Separate  Account LLVL and
one or more of the separate accounts of another participating insurance company.
In the event of a material conflict,  the affected insurance  companies agree to
take any  necessary  steps,  including  removing its separate  accounts from the
Funds,  to resolve  the matter.  The risks of such mixed and shared  funding are
described further in the prospectuses of the Funds.

RYDEX ADMINISTRATIVE RULES
You may access the Rydex Subaccounts  through your Policy only if you qualify as
an  accredited  investor,  as  defined  in Rule 501 of  Regulation  D under  the
Securities  Act of 1933, or, in the  alternative,  you meet all of the following
criteria:

1.       You  have  designated  to Us in  writing  that  you  have an  agreement
         retaining a Registered  Investment Advisor ("RIA") to provide strategic
         or tactical asset allocation services relating  to your Policy.  A  RIA
         is a person or entity  regulated by the  SEC or  state  authorities, as
         applicable;

2.       You agree that you are solely  responsible for selecting,  supervising,
         and paying any  compensation  for  services to your RIA. We do not have
         any  responsibility  for  your  RIA or the  recommendations  or  advice
         provided;

3.       You  have  executed a Rydex Third Party Authorization, which is a power
         of  attorney  authorizing  your  RIA  to give allocation  and  transfer
         directions  to Us;

4.       Unless  you have  specified  otherwise  in the  power of  attorney  you
         provided Us, you may make  withdrawals from or surrender your Policy at
         any time, and may give Us your  directions to allocate  and/or transfer
         among all Investment Options  other than   Rydex.  Only  your  RIA  may
         give Us directions  to allocate to or  transfer Accumulation  Value  to
         or  from Rydex Subaccounts;

    
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5.       You agree to provide Us with:

         A.      Written notification of any change in your RIA; and

         B.      A power of attorney authorizing your new RIA to give allocation
                 and transfer directions to Us;

6.       You  agree  that  the  transaction  cutoff  time for  receipt  by Us of
         purchase   payments  for  allocation  and  transfer  and/or  withdrawal
         instructions  relating to Rydex Subaccounts is 1:30 p.m.  Central time,
         or one hour before market close, for days on which  the  market  closes
         early.  

7.       If We receive notification that your RIA is either no longer authorized
         by you or no longer able to give allocation and transfer  directions to
         Us, you  will be unable to transfer funds  among the Rydex Subaccounts,
         but you may transfer out of a  Rydex  Subaccount  to  other  Subaccount
         choices.  Any  further  premium allocation  to  a Rydex Subaccount will
         be changed to the Liquid Asset Portfolio of Neuberger Berman.

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS

NEUBERGER BERMAN AMT
LIQUID ASSET seeks the highest  available  current income consistent with safety
and  liquidity.  Principal  series  investments  are  high-quality  Liquid Asset
securities of government and non-government issuers.

LIMITED MATURITY BOND PORTFOLIO seeks the highest current income consistent with
low risk to principal and liquidity;  and secondarily,  total return.  This Fund
invests mainly in investment grade bonds and other debt securities from U.S.
Government and corporate issuers.

GROWTH  PORTFOLIO  seeks growth of capital.  Principal  series  investments  are
common stocks.

PARTNERS PORTFOLIO seeks capital growth. Principal series investments are common
stocks of mid- to large-cap companies.

BALANCED  PORTFOLIO seeks long-term capital growth and reasonable current income
without undue risk to principal.  Principal series investments are common stocks
and investment grade bonds and other debt securities from U.S.
Government and corporate issuers.

BERGER IPT
BERGER IPT-100 FUND seeks long-term capital appreciation.  Current income is not
an  investment  objective.  The Fund  places  primary  emphasis  on  established
companies which it believes to have favorable  growth  prospects,  regardless of
the company's size.  Common stock usually  constitutes all or most of the Fund's
investment  portfolio,  but the Fund remains free to invest in securities  other
than common stocks.

BERGER  IPT-SMALL  COMPANY  GROWTH FUND seeks capital  appreciation.  It invests
principally  in a  diversified  group  of  equity  securities  of  small  growth
companies whose market capitalization,  at the time of initial purchase, is less
than the 12-month  average of the maximum  market  capitalization  for companies
included in the Russell 2000 Index. This average is updated monthly.

RYDEX
NOVA FUND - seeks to  provide  investment  returns  that are 150% of the S&P 500
Index.  The Fund invests a significant  extent in futures  contracts and options
on: securities, futures contracts, and stock indexes. The Fund holds U.S.
Government securities to collateralize these futures and options contracts.

URSA FUND - seeks to provide investment results that will inversely correlate to
the performance of the S&P 500 Index.  The Fund invests a significant  extent in
futures  contracts  and options on:  securities,  futures  contracts,  and stock
indexes.  The Fund holds  U.S.  Government  securities  to  collateralize  these
futures and options contracts.

OTC FUND - seeks to provide  investment  results that  correspond to a benchmark
for over-the-counter  securities. The Fund's current benchmark is the NASDAQ 100
Index. The Fund invests  principally in securities of companies  included in the
NASDAQ 100 index.

PRECIOUS METALS FUND - seeks to provide  investment results that correspond to a
benchmark for precious metals  securities.  The Fund's current  benchmark is the
XAU Index. The Fund invests  principally in securities of companies  included in
the XAU Index.

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U.S. GOVERNMENT BOND FUND - seeks to  provide investment results that correspond
to a benchmark for U.S. Government  securities.  The Fund's current benchmark is
120%  of the  price  movement  of the  Long  Treasury  Bond.  The  Fund  invests
principally in U.S. Government securities,  futures contracts, and options. Some
of the Fund's U.S.  Government  securities will be used to  collateralize  these
futures and options contracts.

JUNO FUND - seeks to provide total returns that will inversely  correlate to the
price  movement of a benchmark for U.S.  Treasury debt  instruments.  The Fund's
current  benchmark is the inverse of the price  movement of Long Treasury  Bond.
The  Fund   enters   into  short  sales  and  engages  in  futures  and  options
transactions.  The Fund holds U.S. Government  securities to collateralize these
futures and options contracts.


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ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

Ameritas  reserves the right,  subject to  applicable  law, to add,  delete,  or
substitute  investments in Separate  Account LLVL.  Ameritas will notify the SEC
and/or state insurance  authorities and will obtain  required  approvals  before
making additions, deletions, or substitutions. Separate Account LLVL may, to the
extent permitted by law,  purchase other securities for other policies or permit
a conversion between policies upon your request.

Ameritas may, in its sole discretion,  also establish additional  Subaccounts of
Separate  Account LLVL, each of which would invest in shares  corresponding to a
new portfolio of the Funds or in shares of another  investment  company having a
specified investment objective. Ameritas may, in its sole discretion,  establish
new  Subaccounts or eliminate one or more  Subaccounts if marketing  needs,  tax
considerations or investment conditions warrant. Any new Subaccounts may be made
available to existing Policy Owners on a basis to be determined by Ameritas.

If  Ameritas  considers  it to be in the best  interest  of Policy  Owners,  and
subject to any approvals that may be required  under  applicable  law,  Separate
Account LLVL may be operated as a management  company under the 1940 Act, it may
be deregistered under that Act if registration is no longer required,  or it may
be combined with other Ameritas  separate  accounts.  To the extent permitted by
applicable law,  Ameritas may also transfer the assets of Separate  Account LLVL
associated with the Policies to another separate account. In addition,  Ameritas
may,  when  permitted by law,  restrict or eliminate any voting rights of Policy
Owners or other persons who have voting rights as to Separate Account LLVL.

If any of these  substitutions or changes are made, Ameritas may, by appropriate
endorsement,  change the Policy to reflect the substitution or change.  You will
be notified of any material change in the investment  policy of any portfolio in
which you have an interest.

FIXED ACCOUNT

You may elect to allocate  all or a portion of your Net Premium  payments to the
Fixed Account,  and you may also transfer monies between  Separate  Account LLVL
and the Fixed Account. (See the section on Transfers.)

Payments  allocated to the Fixed Account and transferred  from Separate  Account
LLVL to the Fixed Account are placed in Ameritas'  General Account.  The General
Account  includes all of Ameritas'  assets,  except those assets  segregated  in
Ameritas'  separate  accounts.  Ameritas has the sole  discretion  to invest the
assets of the General  Account,  subject to applicable  law.  Ameritas  bears an
investment  risk for all amounts  allocated or transferred to the Fixed Account,
plus interest credits,  less any deduction for charges and expenses.  The Policy
Owner bears the investment risk that the declared rate,  described  below,  will
fall to a lower rate after the expiration of a declared rate period.  Because of
exemptions and  exclusionary  provisions,  interests in the General Account have
not been  registered  under the Securities Act of 1933 (the "1933 Act"),  nor is
the General  Account  registered as an investment  company under the  Investment
Company Act of 1940.  Accordingly,  neither the General Account nor any interest
in it is  generally  subject  to the  provisions  of the  1933 or 1940  Act.  We
understand  that the staff of the SEC has not reviewed the  disclosures  in this
prospectus relating to the Fixed Account portion of the Policy;  however,  these
disclosures  may be subject to generally  applicable  provisions  of the Federal
Securities  Laws regarding the accuracy and  completeness  of statements made in
prospectuses.

Ameritas  guarantees that it will credit interest at a Declared Rate of at least
3.5%. Ameritas may, at its discretion, set a higher Declared Rate(s). Each month
Ameritas will establish the Declared Rate for the Policies with a Policy Date or
Policy  Anniversary  Date in that month.  Each month is assumed to have 30 days,
and each year to have 360 days for purposes of  crediting  interest on the Fixed
Account. The Policy Owner will earn interest

                                     LLSVUL
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<PAGE>

on the amounts  transferred  or allocated  to the Fixed  Account at the Declared
Rate  effective  for the month in which the  Policy  was  issued,  which rate is
guaranteed  for the  remainder  of the first  Policy  Year.  During later Policy
Years,  all amounts in the Fixed Account will earn interest at the Declared Rate
in effect in the month of the last Policy  Anniversary.  Declared interest rates
may increase or decrease  from previous  periods,  but will not fall below 3.5%.
Ameritas reserves the right to change the declaration  practice,  and the period
for which a Declared Rate will apply.

POLICY BENEFITS

The rights and  benefits  under the Policy are  summarized  in this  prospectus;
however prospectus  disclosure regarding the Policy is qualified in its entirety
by the Policy itself, a copy of which is available upon request from Ameritas .

PURPOSES OF THE POLICY

The Policy is designed to provide the Policy Owner with both lifetime  insurance
protection and  flexibility in the amount and frequency of premium  payments and
with the level of life insurance proceeds payable under the Policy.

You are not required to pay scheduled  premiums to keep the Policy in force, but
you may,  subject  to  certain  limitations,  vary the  frequency  and amount of
premium payments.  You also may adjust the level of Death Benefits payable under
the Policy without having to purchase a new Policy by increasing  (with evidence
of  insurability)  or  decreasing  the  Specified  Amount.  An  increase  in the
Specified Amount will increase both the Minimum Premium and the Guaranteed Death
Benefit Premium  required.  If the Specified Amount is decreased,  however,  the
Minimum Premium and Guaranteed Death Benefit Premium will not decrease. Thus, as
insurance  needs or financial  conditions  change,  you have the  flexibility to
adjust life insurance benefits and vary premium payments.

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience of the chosen  Subaccounts of Separate  Account LLVL. Thus the Policy
Owner  benefits from any  appreciation  in value of the underlying  assets,  but
bears the investment risk of any depreciation in value. As a result,  whether or
not a  Policy  continues  in  force  may  depend  in part  upon  the  investment
experience  of the chosen  Subaccounts.  The  failure to pay a Planned  Periodic
Premium  will not  necessarily  cause the Policy to lapse,  but the Policy could
lapse even if Planned  Periodic  Premiums  have been  paid,  depending  upon the
investment  experience  of Separate  Account  LLVL.  If the  Minimum  Premium or
Guaranteed  Death Benefit Premium is satisfied by Net Policy  Funding,  Ameritas
will keep the Policy in force during the appropriate  period and provide a Death
Benefit.  In certain  instances,  this Net Policy  Funding  will not,  after the
payment of Monthly Deductions, generate positive Net Cash Surrender Values.

DEATH BENEFIT PROCEEDS

As long as the Policy  remains  in force,  Ameritas  will pay the Death  Benefit
Proceeds of the Policy upon Satisfactory Proof of Death,  according to the Death
Benefit  option in effect at the time of the  Second  Death.  The  amount of the
Death  Benefits  payable will be determined  at the end of the Valuation  Period
during which the Second Death occurs.  The Death Benefit Proceeds may be paid in
a lump sum or under one or more of the payment  options set forth in the Policy.
(See the section on Payment Options.)

Death  Benefit   Proceeds  will  be  paid  to  the  surviving   Beneficiary   or
Beneficiaries  you specified in the application or as subsequently  changed.  If
you do not  choose  a  Beneficiary,  the  proceeds  will be paid to you,  as the
Policyowner, or to your estate.

DEATH BENEFIT OPTIONS

The Policy provides two Death Benefit  options.  The Policyowner  selects one of
the options in the application. The Death Benefit under either option will never
be less than the  current  Specified  Amount of the Policy as long as the Policy
remains in force.  (See the  section  on Policy  Lapse and  Reinstatement.)  The
minimum initial  Specified Amount is $100,000.  The following graphs  illustrate
the differences in the two Death Benefit options.

[Omitted graph illustrates  payout under Death Benefit Option A, specifically by
showing  the  relationship  over  time,  between  the  specified  Amount and the
Accumulation Value.]

OPTION A.

                                                    
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     Death Benefit Option A.  Pays a Death Benefit equal to the Specified Amount
     or  the Accumulation Value  multiplied by  the Death Benefit percentage (as
     illustrated at Point A) whichever is greater.

Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the applicable  percentage of Accumulation  Value at the Second
Death. The applicable  percentage is 250% for Attained Ages 40 or younger on the
Policy  Anniversary Date prior to the Second Death. For Attained Ages over 40 on
that  Policy  Anniversary  Date,  the  percentage  declines.  For  example,  the
percentage  at Attained Age 40 is 250%,  at Attained Age 50 is 185%, at Attained
Age 60 is 130%, at Attained Age 70 is 115%,  at Attained Age 80 is 105%,  and at
Attained Age 90 is 105%. The applicable percentage will never be less than 101%.
Accordingly, under Option A the Death Benefit will remain level at the Specified
Amount  unless the  applicable  percentage  of  Accumulation  Value  exceeds the
current  Specified  Amount,  in which case the amount of the Death  Benefit will
vary as the Accumulation Value varies. Policyowners who prefer to have favorable
investment  performance,  if any, reflected in higher Accumulation Value, rather
than increased insurance coverage, generally should select Option A.


[Omitted graph illustrates payout under Death Benefit B, specifically by showing
the  relationship  over time,  between the specified Amount and the Accumulation
Value.]

OPTION B.


     Death Benefit Option B. Pays a Death Benefit equal to the Specified  Amount
     plus the Policy's  Accumulation  Value or the Accumulation Value multiplied
     by the Death Benefit percentage, whichever is greater.

Under Option B, the Death Benefit is equal to the current  Specified Amount plus
the Accumulation Value of the Policy or, if greater,  the applicable  percentage
of the Accumulation Value at the Second Death. The applicable  percentage is the
same as under  Option A: 250% for  Attained  Ages 40 or  younger  on the  Policy
Anniversary  Date prior to the Second  Death.  For Attained Ages over 40 on that
Policy Anniversary Date the percentage declines. Accordingly, under Option B the
amount of the Death  Benefit will always vary as the  Accumulation  Value varies
(but will never be less than the Specified Amount).  Policy Owners who prefer to
have favorable investment performance,  if any, reflected in increased insurance
coverage, rather than higher Accumulation Values, generally should select Option
B.

CHANGE IN DEATH BENEFIT OPTION. The Death Benefit option may be changed once per
year after the first  Policy  Year by sending  Ameritas a written  request.  The
effective  date  of  such a  change  will  be the  Monthly  Activity  Date on or
following the date the change is approved by Ameritas. A change may have federal
tax consequences.

If the Death Benefit  option is changed from Option A to Option B, the Specified
Amount after the change will equal the  Specified  Amount before the change less
the Accumulation Value as of the date of the change. If the Death Benefit option
is changed from Option B to Option A, the Specified  Amount under Option A after
the change will equal the Death Benefit under Option B on the effective  date of
change.

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the Cost of  Insurance  because this charge  varies  depending on the Net
Amount at Risk.  Changing from Option B to Option A generally  will decrease the
Net  Amount  at Risk in the  future,  and will  therefore  decrease  the Cost of
Insurance.  Changing  from  Option A to  Option B  generally  will  result in an
increase in the Cost of Insurance  over time because the Cost of Insurance  rate
will increase with the ages of the Insureds,  even though the Net Amount at Risk
will  generally  remain level.  (See the sections on Charges and  Deductions and
Federal Tax Matters.)

CHANGE IN  SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the first
Policy Year, a Policy Owner may increase or decrease the  Specified  Amount of a
Policy.  A change in  Specified  Amount  affects  the Net Amount at Risk,  which
affects the Cost of Insurance  and may have federal tax  consequences.  (See the
sections on Charges and Deductions

                                     LLSVUL
                                       23

<PAGE>

and Federal Tax Matters.)

Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity Date on or following the date a written request is approved by
Ameritas. The Specified Amount of a Policy may be changed only once per year and
Ameritas may limit the size of a change in a Policy Year.  The Specified  Amount
remaining in force after any requested  decrease may not be less than  $100,000.
In addition,  if a decrease in the Specified  Amount makes the Policy not comply
with the maximum premium limits required by federal tax law, the decrease may be
limited or the Accumulation  Value may be returned to you, at your election,  to
the extent necessary to meet the requirements. (See the section on Premiums.)

Increases in the  Specified  Amount will be allowed after the first Policy Year.
For an increase in the Specified Amount, you must submit a written  supplemental
application.  Ameritas may also  require  additional  evidence of  insurability.
Although  an increase  need not  necessarily  be  accompanied  by an  additional
premium,  in certain  cases an  additional  premium  will be required to put the
requested  increase in effect.  (See the section on Premiums  upon  Increases in
Specified  Amount.)  The  minimum  amount of any  increase  is  $50,000,  and an
increase cannot be made if either Insured was over age 85 on the previous Policy
Anniversary Date. An increase in the Specified Amount during the time either the
Minimum  Benefit or the  Guaranteed  Death  Benefit  provision is in effect will
increase the respective  premium  requirements.  (See the section on Charges and
Deductions.)

METHODS OF AFFECTING INSURANCE PROTECTION

You may increase or decrease the pure insurance  protection provided by a Policy
- - the  difference  between  the Death  Benefit and the  Accumulation  Value - in
several ways as your insurance  needs change.  These ways include  increasing or
decreasing  the  Specified  Amount of  insurance,  changing the level of premium
payments,  and making a partial withdrawal of the Policy's  Accumulation  Value.
Certain of these changes may have federal tax consequences.  The consequences of
each of these methods will depend upon the individual circumstances.

DURATION OF THE POLICY

The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient to pay the Monthly  Deduction or if the Minimum Benefit or Guaranteed
Death  Benefit  provision  is in  effect.  (See  the  section  on  Charges  from
Accumulation Value.) However,  when the Net Cash Surrender Value is insufficient
to pay the Monthly  Deduction and the Grace Period  expires  without an adequate
payment by the Policy Owner, the Policy will lapse and terminate  without value.
(See the section on Policy Lapse and Reinstatement.)

ACCUMULATION VALUE

The  Accumulation  Value will reflect the  investment  performance of the chosen
Investment  Options,  the Net Premiums  paid, any partial  withdrawals,  and the
charges assessed in connection with the Policy. A Policy Owner may Surrender the
Policy at any time and receive the Policy's Net Cash Surrender  Value.  (See the
section on Surrenders.) There is no guaranteed minimum Accumulation Value.

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated to the Investment Options.  (See the section on Allocation of Premiums
and Accumulation  Value.)  Thereafter,  on each Valuation Date, the Accumulation
Value of the Policy will equal:
     (1) The aggregate values belonging to the Policy in each of the Subaccounts
         on the Valuation Date, determined by multiplying each Subaccount's unit
         value by the number of Subaccount units allocated to the Policy; plus
     (2) The value of allocations to the Fixed Account; plus
     (3) Any Accumulation  Value impaired by Outstanding Policy Debt held in the
         General Account; plus 
     (4) Any Net Premiums received on that Valuation Date; less 
     (5) Any  partial  withdrawal, and its charge, made on  that Valuation Date;
         less 
     (6) Any Monthly  Deduction to be made on that Valuation Date; less

                                                     
                                     LLSVUL
                                       24

<PAGE>

     (7) Any  federal or  state income  taxes charged  against the  Accumulation
         Value.

In computing the Policy's  Accumulation  Value on the Valuation Date, the number
of Subaccount  units  allocated to the Policy is determined  after any transfers
among  Investment  Options (and deduction of transfer  charges),  but before any
other  Policy  transactions,  such  as  receipt  of  Net  Premiums  and  partial
withdrawals.  Because the Accumulation Value depends on a number of variables, a
Policy's Accumulation Value cannot be predetermined.

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance of that Subaccount.  The unit value of each Subaccount is calculated
by:
     (1) Multiplying he net asset value per share of each Fund portfolio  on the
         Valuation  Date times  the  number of  shares  held by that Subaccount,
         before the purchase or redemption of any shares on that Valuation Date;
         minus
     (2) A charge for  mortality and expense risk at an annual rate  of .40%  in
         Policy Years 1-15, decreasing to .10% thereafter; minus
     (3) A charge for administrative service expenses at an annual rate of .20%;
         and
     (4) Dividing the result by the total number of units held in the Subaccount
         on  the  Valuation  Date,  before  the  purchase  or redemption of  any
         units on that Valuation Date. (See the section on Daily Charges Against
         the Separate Account.)

VALUATION DATE AND VALUATION  PERIOD.  A Valuation Date is each day on which the
New York Stock  Exchange  ("NYSE") is open for trading.  The net asset value for
each Fund  portfolio  is  determined  as of the close of regular  trading on the
NYSE. The net investment  return for each  Subaccount and all  transactions  and
calculations  with  respect  to  the  Policies  as of  any  Valuation  Date  are
determined as of that time.  The  transaction  cut-off time for receipt by Us of
Premium Payments and all transactions with respect to Rydex is 1:30 p.m. Central
time,  or one hour  before  market  close,  for days on which the market  closes
early. A Valuation Period is the period between two successive  Valuation Dates,
commencing  at the close of the NYSE on each  Valuation  Date and  ending at the
close of the NYSE on the next succeeding Valuation Date.

PAYMENT OF POLICY BENEFITS

Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after Ameritas receives  Satisfactory Proof of Death.  Payments may be postponed
in certain  circumstances.  (See the section on  Postponement  of Payments.) The
Policy Owner may decide the form in which Death  Benefit  Proceeds will be paid.
While at least one Insured is alive,  the Policy Owner may arrange for the Death
Benefit  Proceeds to be paid in a lump sum or under one or more of the  optional
methods of payment  described below.  Changes must be in writing and will revoke
all prior  elections.  If no election is made,  Ameritas  will pay Death Benefit
Proceeds  or  Accumulation  Value  Benefits  in a lump sum.  When Death  Benefit
Proceeds  are  payable in a lump sum and no election  for an optional  method of
payment is in force at the Second Death the  Beneficiary  may select one or more
of the optional  methods of payment.  Further,  if the Policy is  assigned,  any
amounts due to the assignee will first be paid in one sum. The balance,  if any,
may be applied under any payment option.  Once payments have begun,  the payment
option may not be changed.

PAYMENT OPTIONS FOR DEATH BENEFIT  PROCEEDS.  The minimum amount of each payment
is $100.  If a payment  would be less than $100,  Ameritas has the right to make
payments less often so that the amount of each payment is at least $100.  Once a
payment  option is in effect,  Death  Benefit  Proceeds will be  transferred  to
Ameritas' General Account.  Ameritas may make other payment options available in
the future. For additional  information concerning these options, see the Policy
itself. The following payment options are currently available:

OPTION AI--INTEREST PAYMENT OPTION.  Ameritas will hold any amount applied under
this option.  Interest on the unpaid balance will be paid or credited each month
at a rate determined by Ameritas.

OPTION  AII--FIXED  AMOUNT  PAYABLE  OPTION.  Each payment will be for an agreed
fixed amount. Payments continue until the amount Ameritas holds runs out.

OPTION  B--FIXED  PERIOD  PAYMENT  OPTION.  Equal  payments will be made for any
period selected up to 20 years.

OPTION C--LIFETIME PAYMENT OPTION.  Equal monthly payments are based on the life
of a named  person.  Payments  will  continue  for the  lifetime of that person.
Variations provide for guaranteed payments for a period of time.


                                     LLSVUL
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<PAGE>

OPTION D--JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the
lives of two named persons. While both are living, one payment will be made each
month.  When one dies,  the same payment  will  continue for the lifetime of the
other.

As an alternative to the above payment options,  Death Benefits  Proceeds may be
paid in any  other  manner  approved  by  Ameritas.  Further,  one of  Ameritas'
affiliates  may make payments under the above payment  options.  If an affiliate
makes the payment,  it will do so according to the request of the Policy  Owner,
using the rules set out above.

POLICY RIGHTS

LOAN BENEFITS

LOAN  PRIVILEGES.  The Policy  Owner may borrow an amount up to the  current Net
Cash  Surrender  Value less twelve times the most recent Monthly  Deduction,  at
regular or reduced loan rates (described below). Loans usually are funded within
seven days after  receipt  of a written  request.  The loan may be repaid at any
time while at least one Insured is living.  Policy Owners in certain  states may
borrow 100% of the Net Cash Surrender Value after deducting  Monthly  Deductions
and any  interest  on policy  loans  that will be due for the  remainder  of the
Policy Year.  Loans may have tax  consequences.  (See the section on Federal Tax
Matters.)

LOAN INTEREST. Ameritas charges interest to Policy Owners at regular and reduced
rates. Regular loans will accrue interest on a daily basis at a rate of up to 6%
per year; currently the interest rate on regular Policy loans is 5.5%. Each year
after the tenth Policy  Anniversary  Date, the Policy Owner may borrow a limited
amount of the Net Cash  Surrender  Value at a reduced  interest  rate. For those
loans, interest will accrue on a daily basis at a rate of up to 4% per year; the
current reduced loan rate is 3.5%. The amount available at the reduced loan rate
is (1) the Accumulation  Value,  minus (2) total premiums paid minus any partial
withdrawals  previously taken, and minus (3) any Outstanding Policy Debt held at
a reduced loan rate. However, this amount may not exceed the maximum loan amount
described  above.  (See the  section on Loan  Privileges.)  If unpaid  when due,
interest  will be added to the amount of the loan and bear  interest at the same
rate.  The Policy Owner earns 3.5% interest on the  Accumulation  Values held in
the General Account securing the loans.

EFFECT OF POLICY  LOANS.  When a loan is made,  Accumulation  Value equal to the
amount  of the loan  will be  transferred  from the  Investment  Options  to the
General  Account as security for the loan. The  Accumulation  Value  transferred
will be allocated from the Investment  Options according to the instructions you
give when you  request  the  loan.  The  minimum  amount  which can  remain in a
Subaccount  or  the  Fixed  Account  as a  result  of a  loan  is  $100.  If  no
instructions  are given,  the amounts  will be withdrawn  in  proportion  to the
various  Accumulation  Values in the Investment Options. In any Policy Year that
loan  interest is not paid when due,  Ameritas  will add the interest due to the
principal  amount of the Policy loan on the next Policy  Anniversary.  This loan
interest due will be transferred  from the Investment  Options as set out above.
No  charge  will be made for these  transfers.  A Policy  loan will  permanently
affect the Accumulation Value and may permanently affect the amount of the Death
Benefits,  even if the loan is repaid.  Policy loans will also affect Net Policy
Funding for determining whether the Minimum Benefit and Guaranteed Death Benefit
provisions are met.

Interest  earned on amounts held in the General Account will be allocated to the
Investment  Options on each Policy  Anniversary in the same  proportion that Net
Premiums  are being  allocated  to those  Investment  Options at the time.  Upon
repayment of loan amounts,  the portion of the repayment allocated in accordance
with the repayment of loan provision (see below) will be transferred to increase
the Accumulation Value in that Investment Option.

OUTSTANDING  POLICY DEBT.  The  Outstanding  Policy Debt equals the total of all
Policy loans and accrued  interest on Policy loans.  If the  Outstanding  Policy
Debt exceeds the Accumulation Value less any Accrued Expense Charges, the Policy
Owner must pay the excess.  Ameritas will send a notice of the amount which must
be paid.  If you do not make  the  required  payment  within  the 61 days  after
Ameritas sends the notice,  the Policy will terminate  without value  ("lapse").
Should the Policy lapse while Policy loans are  outstanding,  the portion of the
loans attributable to earnings will become taxable.  You may lower the risk of a
Policy  lapsing  while loans are  outstanding  as a result of a reduction in the
market value of  investments  in the  Subaccounts  by investing in a diversified
group of lower risk investment  portfolios and/or  transferring the funds to the
Fixed Account and receiving a guaranteed rate of return. Should you experience a
substantial reduction,  you may need to lower anticipated withdrawals and loans,
repay loans,  make additional  premium  payments,  or take other action to avoid
Policy  lapse.  A lapsed  Policy may later be  reinstated.  (See the  section on
Policy Lapse and Reinstatement.)

                                          
                                     LLSVUL
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<PAGE>

REPAYMENT OF LOAN.  Unscheduled premiums paid while a Policy loan is outstanding
are treated as repayment of the debt only if the Policy Owner so requests.  As a
loan is repaid,  the  Accumulation  Value in the General  Account  securing  the
repaid loan will be allocated among the Subaccounts and the Fixed Account in the
same proportion that Net Premiums are being allocated at the time of repayment.

SURRENDERS

At any time while at least one Insured is alive, the Policy Owner may withdraw a
portion of the  Accumulation  Value or Surrender the Policy by sending a written
request  to  Ameritas.  The  amount  available  for  Surrender  is the Net  Cash
Surrender Value at the end of the Valuation Period when the Surrender request is
received at Ameritas' Home Office.  There are no surrender  charges.  Surrenders
will generally be paid within seven days of receipt of the written request. (See
the section on Postponement of Payments.)  Surrenders may have tax consequences.
Once a Policy is Surrendered,  it may not be reinstated. (See the section on Tax
Treatment of Policy Proceeds.)

If the Policy is being  Surrendered  in its entirety,  the Policy itself must be
returned  to Ameritas  along with the  request.  Ameritas  will pay the Net Cash
Surrender  Value.  Coverage  under the Policy will terminate as of the date of a
total Surrender.  A Policy Owner may elect to have the amount paid in a lump sum
or under a payment option.  (See the section on Payment Options.)

PARTIAL WITHDRAWALS

Partial withdrawals are irrevocable.  The amount of a partial withdrawal may not
be less than $500. The Net Cash Surrender Value after a partial  withdrawal must
be at least $1,000 or an amount  sufficient  to maintain the Policy in force for
the remainder of the Policy Year.

The amount paid will be deducted from the Investment  Options  according to your
instructions  when you  request the  withdrawal.  However,  the  minimum  amount
remaining  in a  Subaccount  as a  result  of  the  allocation  is  $100.  If no
instructions  are given,  the amounts  will be withdrawn  in  proportion  to the
various Accumulation Values in the Investment Options.

The Death  Benefit will be reduced by the amount of any partial  withdrawal  and
may affect the way the Cost of  Insurance is  calculated  and the amount of pure
insurance  protection under the Policy. (See the sections on Monthly Deduction -
Cost of Insurance  and Death  Benefit  Options - Methods of Affecting  Insurance
Protection.) If Death Benefit option B is in effect,  the Specified  Amount will
not change, but the Accumulation Value will be reduced.

A fee which does not exceed the lesser of $50 or 2% of the amount  withdrawn  is
deducted from the Accumulation Value. Currently, the charge is the lesser of $25
or 2% of the amount withdrawn.  (See the section on Partial Withdrawal  Charge.)
Partial  withdrawals will also affect Net Policy Funding for determining whether
the Minimum Benefit and Guaranteed Death Benefit provisions are met.

TRANSFERS

Accumulation  Value may be transferred among the Subaccounts of Separate Account
LLVL and to the Fixed  Account as often as desired.  However,  you may make only
one transfer out of the Fixed Account per Policy Year. We may limit the transfer
period to the 30 days following the Policy  Anniversary  Date. The transfers may
be ordered in person, by mail or by telephone. The total amount transferred each
time must be at least  $250,  or the  balance of the  Subaccount,  if less.  The
minimum  amount that may remain in a  Subaccount  or the Fixed  Account  after a
transfer is $100.  The first 15 transfers per Policy Year will be permitted free
of charge.  After that, a transfer  charge of $10 may be imposed each additional
time  amounts are  transferred.  Currently  no charge is imposed for  additional
transfers.  This charge will be deducted pro rata from each Subaccount  (and, if
applicable,  the Fixed Account) in which the Policy Owner is invested.  (See the
section on Transfer Charge.) Additional restrictions on transfers may be imposed
at the fund level.  Transfers  resulting  from  Policy  loans or exercise of the
exchange  privilege  will not be subject  to a  transfer  charge and will not be
counted  towards the guaranteed 15 free transfers per Policy Year.  Ameritas may
at any time  revoke or modify the  transfer  privilege,  including  the  minimum
amount transferable.

                                     LLSVUL
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<PAGE>

We will only allow  transfers with regard to Rydex  according to  administrative
rules We have set.

Transfers  out of the Fixed  Account,  unless part of the dollar cost  averaging
systematic  program  described  below,  are  limited  to one  per  Policy  Year.
Transfers  out of the Fixed Account are limited to the greater of (1) 25% of the
Fixed Account  attributable to the Policy;  (2) the largest transfer made by the
Policy Owner out of the Fixed Account during the last 13 months;  or (3) $1,000.
This  provision  is not  available  while dollar cost  averaging  from the Fixed
Account.

The privilege to initiate  transactions  by telephone  will be made available to
Policy  Owners  automatically.  Ameritas  will employ  reasonable  procedures to
confirm that instructions  communicated by telephone are genuine, and if it does
not,  Ameritas may be liable for any losses due to  unauthorized  or  fraudulent
instructions.  The procedures  Ameritas  follows for  transactions  initiated by
telephone include, but are not limited to, requiring the Policy Owner to provide
the Policy number at the time of giving  transfer  instructions;  Ameritas' tape
recording of all telephone transfer instructions; and Ameritas providing written
confirmation of telephone transactions.

SYSTEMATIC PROGRAMS

Ameritas may offer systematic  programs as discussed below.  These programs will
be subject to  administrative  guidelines  Ameritas may  establish  from time to
time.  Transfers of  Accumulation  Value made pursuant to these programs will be
counted in determining whether any transfer fee may apply. Lower minimum amounts
may be allowed to transfer as part of a systematic  program.  No other  separate
fee is assessed when one of these options is chosen.  All other normal  transfer
restrictions, as described above, also apply.

You can request  participation  in the available  programs when  purchasing  the
Policy  or at a  later  date.  You  can  change  the  allocation  percentage  or
discontinue  any program by sending  written  notice or calling the Home Office.
Other scheduled  programs may be made available.  Ameritas reserves the right to
modify,  suspend or  terminate  such  programs  at any time.  Use of  systematic
programs may not be advantageous, and does not guarantee success.

PORTFOLIO REBALANCING. Under the Portfolio Rebalancing program, you can instruct
Ameritas to reallocate the Accumulation Value among the Subaccounts (but not the
Fixed  Account) on a systematic  basis  according to your  specified  allocation
instructions.

DOLLAR COST AVERAGING. Under the Dollar Cost Averaging program, you can instruct
Ameritas to  automatically  transfer,  on a systematic  basis,  a  predetermined
amount or  specified  percentage  from the Fixed  Account  or the  Liquid  Asset
Subaccount to any other  Subaccount(s).  Dollar cost averaging is permitted from
the Fixed  Account if each monthly  transfer is no more than 1/36th of the value
of the Fixed Account at the time dollar cost averaging is established.

EARNINGS SWEEP. This program permits systematic redistribution of earnings among
Investment Options.

FREE-LOOK PRIVILEGE

You may cancel the Policy  within 10 days after you receive  it,  within 10 days
after  Ameritas  delivers a notice of your right of  cancellation,  or within 45
days of completing Part I of the application,  whichever is later.  When allowed
by state  law,  the amount of the refund is the net  premiums  allocated  to the
Investment Options, adjusted by investment gains and losses, plus the sum of all
charges  deducted from premiums paid.  Otherwise,  the amount of the refund will
equal the gross premiums paid. To cancel the Policy,  you should mail or deliver
it to the selling agent, or to Ameritas at the Home Office. A refund of premiums
paid by check may be delayed  until the check has  cleared  your bank.  (See the
section on Postponement of Payments.)

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application and submit
it to Ameritas' Home Office (5900 "O" Street, P.O. Box 81889, Lincoln,  Nebraska
68501).  A Policy will generally be issued only to individuals  between the ages
of 20 and 90 at the time of purchase,  although at least one of the  individuals
must be no older  than 85,  and both of whom  supply  satisfactory  evidence  of
insurability to Ameritas AVLIC.  Acceptance is subject to Ameritas' underwriting
rules,  and Ameritas AVLIC  reserves the right to reject an application  for any
reason.
                                   
                                     LLSVUL
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<PAGE>

The  Policy  Date  is the  effective  date  for  all  coverage  in the  original
application.  The Policy Date is used to  determine  Policy  Anniversary  Dates,
Policy Years and Policy  Months.  The Issue Date is the date that all financial,
contractual and administrative  requirements have been met and processed for the
Policy.  The  Policy  Date and the Issue  Date will be the same  unless:  (1) an
earlier Policy Date is  specifically  requested,  or (2) additional  premiums or
application amendments are needed. When there are additional requirements before
issue  (see  below)  the  Policy  Date  will be the date the  Policy is sent for
delivery and the Issue Date will be the date the requirements are met.

When all required  premiums and  application  amendments  have been  received by
Ameritas  in its Home  Office,  the Issue  Date  will be the date the  Policy is
mailed  to you or sent to the  agent  for  delivery  to  you.  When  application
amendments  or  additional  premiums  need to be obtained  upon  delivery of the
Policy, the Issue Date will be when the Policy receipt and Federal Funds (monies
of member banks within the Federal Reserve System which are held on deposit at a
Federal  Reserve  Bank)  are  received  and  available  to  Ameritas,   and  the
application  amendments are received and reviewed in Ameritas' Home Office. Your
initial Net Premium will be allocated to the Liquid Asset Portfolio for thirteen
days after the Issue Date, unless,  where available,  you have allocated 100% to
the Fixed Account.  Then,  thirteen days after the Issue Date, the  Accumulation
Value of the Policy will be allocated among the Subaccounts and/or Fixed Account
according to the instructions in your application.

Where allowed, if you have allocated 100% to the Fixed Account,  the Net Premium
of the  Policy is  allocated  to the Fixed  Account on the Issue  Date.  In this
instance, no further allocation will occur.

Subject to approval,  a Policy may be backdated,  but the Policy Date may not be
more than six months  prior to the date of the  application.  Backdating  can be
advantageous  if a lower Issue Age for either  Insured  results in lower Cost of
Insurance Rates. If a Policy is backdated,  the minimum initial premium required
will  include  sufficient  premium  to  cover  the  backdating  period.  Monthly
deductions will be made for the period the Policy Date is backdated.

Interim  conditional  insurance coverage may be issued prior to the Policy Date,
provided that certain  conditions are met, upon the completion of an application
and the  payment of the  required  premium at the time of the  application.  The
amount of the  interim  coverage  is limited to  $100,000.  Premium  will not be
accepted with applications for coverage in amounts of $1,000,000 or more.

PREMIUMS

No insurance will take effect before the initial  premium payment is received by
Ameritas in Federal Funds. The initial premium payment must be at least equal to
the monthly Minimum Premium times one more than the number of months between the
Policy Date and the Issue Date.  Subsequent  premiums  are payable at  Ameritas'
Home Office.  A Policy Owner has  flexibility in  determining  the frequency and
amount of premiums. However, unless you have paid sufficient premiums to pay the
Monthly  Deduction and Percent of Premium Charge for Taxes the Policy may have a
zero Net Cash Surrender Value and lapse.  Net Policy Funding,  if adequate,  may
satisfy Minimum Premium and/or  Guaranteed  Death Benefit Premium  requirements.
(See the section on Policy Benefits, Purposes of the Policy.)

PLANNED PERIODIC PREMIUMS.  At the time the Policy is issued you may determine a
Planned  Periodic  Premium  schedule  that  provides  for the  payment  of level
premiums at  selected  intervals.  You may want to consider  setting the Planned
Periodic  Premium no lower than the Guaranteed  Death Benefit  Premium to assure
proper  funding of the  Guaranteed  Death  Benefit.  You are not required to pay
premiums in accordance with this schedule. You have considerable  flexibility to
alter the amount and frequency of premiums paid.  Ameritas reserves the right to
limit the number and amount of additional or unscheduled premium payments.

You may also change the  frequency  and amount of Planned  Periodic  Premiums by
sending a written  request to the Home Office,  although  Ameritas  reserves the
right to limit any  increase.  Premium  payment  notices will be sent  annually,
semi-annually or quarterly, depending upon the frequency of the Planned Periodic
Premiums.  Payment of the Planned Periodic  Premiums does not guarantee that the
Policy remains in force unless the Minimum  Benefit or Guaranteed  Death Benefit
provision is in effect.  Instead,  the  duration of the Policy  depends upon the
Policy's Net Cash

                                     LLSVUL
                                       29

<PAGE>

Surrender Value. (See the section on Duration of the  Policy.)Unless the Minimum
Benefit or  Guaranteed  Death  Benefit  provision is in effect,  even if Planned
Periodic  Premiums  are  paid,  the  Policy  will  lapse  any  time the Net Cash
Surrender  Value is  insufficient  to pay the Monthly  Deduction,  and the Grace
Period expires  without a sufficient  payment.  (See the section on Policy Lapse
and Reinstatement.)

PREMIUM  LIMITS.  Ameritas'current  minimum premium limit is $45, $15 if paid by
automatic bank draft.  Ameritas  currently has no maximum  premium limit,  other
than the  current  maximum  premium  limits  established  by  federal  tax laws.
Ameritas  reserves  the right to change any premium  limit.  In no event may the
total of all premiums  paid,  both planned and  unscheduled,  exceed the current
maximum premium limits  established by federal tax laws. (See the section on Tax
Status of the Policy.)

If at any time a premium is paid which would result in total premiums  exceeding
the current maximum  premium  limits,  Ameritas will only accept that portion of
the premium which will make total  premiums  equal the maximum.  Any part of the
premium in excess of that amount will be returned or applied as otherwise agreed
and no further  premiums will be accepted  until allowed by the current  maximum
premium  limits  allowed by law.  Ameritas  may require  additional  evidence of
insurability  if any premium payment would result in an increase in the Policy's
Net Amount at Risk on the date the premium is received.

PREMIUMS UPON INCREASES IN SPECIFIED  AMOUNT.  Depending  upon the  Accumulation
Value of the Policy at the time of an  increase in the  Specified  Amount of the
Policy  and the  amount  of the  increase  requested  by the  Policy  Owner,  an
additional  premium  payment may be  required.  Ameritas  will notify you of any
premium  required to fund the  increase,  which premium must be made in a single
payment.  The Accumulation Value of the Policy will be immediately  increased by
the amount of the payment,  less the  applicable  Percent of Premium  Charge for
Taxes.

ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE

ALLOCATION OF NET PREMIUMS.  In the application  for a Policy,  the Policy Owner
allocates Net Premiums to one or more  Subaccounts  and/or to the Fixed Account.
Allocations must be whole number percentages and must total 100%. The allocation
of future  Net  Premiums  may be  changed  without  charge by  providing  proper
notification to the Home Office. If there is any Outstanding  Policy Debt at the
time of a payment,  Ameritas will treat the payment as a premium  payment unless
you instruct otherwise by proper written notice.

On the Issue Date,  the initial Net Premium will be allocated to the  Investment
Options you selected.  When state or other applicable law or regulation requires
return of at least your  premium  payments  if you  return the Policy  under the
free-look  privilege,  the initial Net Premium  will be  allocated to the Liquid
Asset  Subaccount  for 13  days.  Thereafter,  the  Accumulation  Value  will be
reallocated to the Investment Options you selected. Premium payments received by
Ameritas prior to the Issue Date are held in the General Account until the Issue
Date and are credited  with  interest at a rate  determined  by Ameritas for the
period from the date the payment has been  converted  into Federal  Funds and is
available to Ameritas. In no event will interest be credited prior to the Policy
Date.

The  Accumulation  Value  of the  Subaccounts  will  vary  with  the  investment
performance  of these  Subaccounts  and you, as the Policy Owner,  will bear the
entire  investment risk. This will affect the Policy's  Accumulation  Value, and
may  affect the Death  Benefit as well.  You  should  periodically  review  your
allocations  of premiums  and values in light of market  conditions  and overall
financial planning requirements.

POLICY LAPSE AND REINSTATEMENT

LAPSE.  Unlike  conventional  life  insurance  policies,  the  failure to make a
Planned  Periodic  Premium  payment  will not itself  cause the Policy to lapse.
Lapse will occur when the Net Cash Surrender  Value is insufficient to cover the
Monthly  Deduction  and a Grace Period  expires  without a  sufficient  payment,
unless the Minimum Benefit or Guaranteed  Death Benefit  provision is in effect.
The Grace Period is 61 days from the date Ameritas mails a notice that the Grace
Period has  begun.Ameritas  will notify you at the beginning of the Grace Period
by mail addressed to your last known address on file with  Ameritas.  The notice
will  specify the premium  required  to keep the Policy in force.  The  required
premium will equal the lesser of (1) Monthly  Deductions plus Percent of Premium
charges for the three Policy Months after commencement of the Grace Period, plus
projected  loan interest that would accrue over that period,  or (2) the premium
required under the Minimum Benefit or Guaranteed  Death Benefit  provisions,  if
applicable,  to keep
                                            
                                     LLSVUL
                                       30

<PAGE>

the Policy in effect for three months from the commencement of the Grace Period.
Failure to pay the required premium within the Grace Period will result in lapse
of the Policy.  If the Second Death occurs during the Grace Period,  any overdue
Monthly  Deductions and Outstanding  Policy Debt will be deducted from the Death
Benefit Proceeds. (See the section on Charges and Deductions.)

REINSTATEMENT.  A lapsed  Policy may be  reinstated  any time within three years
(five years in Missouri)  after the beginning of the Grace Period  provided both
Insureds are living.  Reinstatement  will be based on the rating  classes of the
Insureds at the time of the reinstatement.

Reinstatement is subject to the following:
   (1) Evidence of  insurability  of  both  Insureds  satisfactory  to  Ameritas
       (including evidence of insurability of any person covered  by  a rider to
       reinstate the rider);
   (2) Any Outstanding  Policy Debt on the date of lapse will be reinstated with
       interest due and accrued;  
   (3) The Policy cannot be reinstated if  it has  been Surrendered for its full
       Net Cash Surrender  Value;  
   (4) The minimum premium required at reinstatement is the greater of:
         (a) the amount  necessary  to raise the Net Cash Surrender Value as  of
             the date of reinstatement to equal to or greater than zero; or
         (b) three times the current Monthly Deduction.

The amount of Accumulation  Value on the date of  reinstatement  will equal:  
   (1) The  amount of  the  Net  Cash  Surrender Value on  the  date  of  lapse,
       increased by
   (2) The premium paid at reinstatement, less 
   (3) The Percent of Premium Charge

If any  Outstanding  Policy  Debt  is  reinstated,  that  debt  will  be held in
Ameritas' General Account.  Accumulation Value calculations will then proceed as
described under the section on Accumulation Value.

The effective date of  reinstatement  will be the first Monthly Activity Date on
or next  following  the date of  approval by  Ameritas  of the  application  for
reinstatement.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection  with the Policy to  compensate  Ameritas
for:  (1)  providing  the  insurance  benefits  set forth in the  Policy and any
optional  insurance  benefits added by rider; (2)  administering  the Policy and
payment of applicable  taxes;  (3) assuming certain risks in connection with the
Policy;  and (4) incurring  expenses in distributing the Policy.  The nature and
amount of these charges are described more fully below.

DEDUCTIONS FROM PREMIUM PAYMENTS

PERCENT OF PREMIUM  CHARGE FOR TAXES.  A deduction of up to 3% of the premium is
made from each premium  payment;  currently  the charge is 3%. The  deduction is
intended to partially  offset the premium  taxes imposed by the states and their
subdivisions, and to help defray the tax cost due to capitalizing certain policy
acquisition  expenses as required under  applicable  federal tax laws.  (See the
section on Federal Tax  Matters .)  Ameritas  does not expect to derive a profit
from the Percent of Premium Charge for Taxes.

CHARGES FROM ACCUMULATION VALUE

MONTHLY  DEDUCTIONS.  Charges will be deducted as of the Policy Date and on each
Monthly  Activity Date thereafter from the  Accumulation  Value of the Policy to
compensate Ameritas for administrative  expenses and insurance  provided.  These
charges will be allocated  from the Investment  Options in accordance  with your
instructions.  If no  instructions  are given the charges will be allocated  pro
rata among the  Investment  Options.  Each of these charges is described in more
detail below.

ADMINISTRATIVE   EXPENSE  CHARGE.  To  compensate   Ameritas  for  the  ordinary
administrative expenses expected to be incurred in connection with a Policy, the
Monthly  Deduction may include a level per policy charge.

                                     LLSVUL
                                       31

<PAGE>

In addition,  for all Specified  Amounts there may be a charge of up to $.10 per
month per $1000 of Specified  amount,  depending on the younger  Insured's Issue
Age. For Issue Ages 20 - 44, the rate is $.10,  for Issue Ages 45 - 54, the rate
is $.08,  for Issue  Ages 55 - 64,  the rate is $.05,  and for Issue Ages 65 and
over it is $.00. At the current time we  anticipate  that the charge will reduce
to $.00 in year 6. In addition,  for all Specified  Amounts there currently is a
charge  of $.05 per  month per $1000 of  Specified  Amount in years  1-5.  It is
anticipated  that that charge  will  reduce to $0 in year 6. The  Administrative
Expense Charge may be levied throughout the life of the Policy and is guaranteed
not to  increase  above  $9 per  month  plus a charge  per  month  per  $1000 of
Specified  Amount of $.10 for Issue  Ages  20-44,  $.08 for Issue Ages 45-64 and
$.05 for Issue  Ages 65 and  over.05  per month per $1000 of  Specified  Amount.
Ameritas  does not expect to make any  profit  from the  Administrative  Expense
Charge.

COST OF INSURANCE. Because the Cost of Insurance depends upon several variables,
the cost for each  Policy  Month can vary from  month to  month.  Ameritas  will
determine the monthly Cost of Insurance by multiplying  the  applicable  Cost of
Insurance Rate by the Net Amount at Risk for each Policy Month.

COST OF  INSURANCE  RATE.  The Annual Cost of  Insurance  Rates are based on the
Issue Age, sex and risk class of each Insured and the Policy duration. The rates
will vary depending  upon tobacco use and other risk factors.  The rates will be
based on Ameritas'  expectations of future  experience with regard to mortality,
interest,  persistency,  and  expenses,  but will not  exceed  the  Schedule  of
Guaranteed  Annual Cost of Insurance  Rates shown in the Policy.  The guaranteed
rates for standard  rating  classes are calculated  from the 1980  Commissioners
Standard Ordinary Smoker and Non-Smoker,  Male and Female Mortality Tables.  The
guaranteed  rates  for the  table-rated  substandard  Insureds  are  based  on a
multiple  (shown  in the  schedule  pages of the  Policy)  of the  above  rates.
One-half  the  amount of any Flat  Extra  Rating  Charge is added to the Cost of
Insurance  Rate and thus will be deducted as part of the  Monthly  Deduction  on
each Monthly Activity Date. Any change in the Cost of Insurance Rates will apply
to all Insureds of the same age, sex, risk class and whose Policies have been in
effect for the same length of time.

The Cost of Insurance  Rates and payment options for Policies issued in Montana,
and  perhaps  other  states  or in  connection  with  certain  employee  benefit
arrangements,  are issued on a sex-neutral (unisex) basis. The unisex rates will
be higher than those  applicable  to females and lower than those  applicable to
males.  The actual  charges  made  during  the Policy  year will be shown in the
annual report delivered to Policy Owners.

RATING CLASS. The rating class of each Insured will affect the Cost of Insurance
Rate.  Ameritas  currently places Insureds into both standard rating classes and
substandard rating classes that involve a higher mortality risk. In an otherwise
identical  Policy,  Insureds in the standard rating class will have a lower Cost
of Insurance  Rate than when either or both  Insureds are in a rating class with
higher mortality risks.
                                                  
                                     LLSVUL
                                       32

<PAGE>

TRANSFER CHARGE. Currently there is no charge for transfers among the investment
options  in excess of 15 per Policy  Year.  A charge of $10  (guaranteed  not to
increase)  for each  transfer  in  excess  of 15 may be  imposed  to  compensate
Ameritas for the costs of processing the transfer.  Since the charge  reimburses
Ameritas only for the cost of processing the transfer,  Ameritas does not expect
to make any profit from the  transfer  charge.  This charge will be deducted pro
rata from each Subaccount  (and, if applicable,  the Fixed Account) in which the
Policy Owner is invested.  The transfer  charge will not be imposed on transfers
that occur as a result of Policy loans or the exercise of exchange rights.

PARTIAL WITHDRAWAL CHARGE. A charge will be imposed for each partial withdrawal.
This charge will compensate Ameritas for the administrative  costs of processing
the requested payment and in making necessary calculations for any reductions in
Specified Amount which may be required because of the partial  withdrawal.  This
charge is currently the lesser of $25 or 2% of the amount withdrawn  (guaranteed
not to be  greater  than the lesser of $50 or 2% of the  amount  withdrawn).  No
partial withdrawal charge is assessed when a Policy is Surrendered.

DAILY CHARGES AGAINST THE SEPARATE ACCOUNT

A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of Separate  Account LLVL to  compensate  Ameritas for  mortality and
expense  risks  assumed in  connection  with the Policy.  This daily charge from
Separate Account LLVL is at the rate of 0.001093%  (equivalent to an annual rate
of .40%) for Policy Years 1-15 and  0.000273%  (equivalent  to an annual rate of
 .10%) thereafter.  The daily charge will be deducted from the net asset value of
Separate  Account LLVL, and therefore the  Subaccounts,  on each Valuation Date.
Where the previous day or days was not a Valuation  Date,  the  deduction on the
Valuation  Date will be the  applicable  daily rate  multiplied by the number of
days since the last  Valuation  Date. No Mortality and Expense Risk Charges will
be deducted from the amounts in the Fixed Account.

Ameritas  believes  that this  level of charge is within  the range of  industry
practice for comparable  survivorship  flexible premium variable  universal life
policies. The mortality risk assumed by Ameritas is that Insureds may live for a
shorter time than  calculated,  and that the aggregate  amount of Death Benefits
paid will be greater than initially estimated.  The expense risk assumed is that
expenses  incurred in issuing and  administering  the  policies  will exceed the
administrative charges provided in the policies.

An  Asset-Based  Administrative  Expense  Charge will also be deducted  from the
value of the net assets of Separate  Account LLVL on a daily basis.  This charge
is applied at a rate of 0.000546% (equivalent to .20% annually).  No Asset-Based
Administrative  Expense  Charge will be  deducted  from the amounts in the Fixed
Account.

FUND EXPENSE SUMMARY

Fee information relating to the underlying funds was provided to Ameritas by the
underlying  funds.  Ameritas  has not  independently  verified  the  information
received from the underlying funds.

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 the Trust. The figures reported
under "Investment

                                     LLSVUL
                                       33

<PAGE>

Advisory & Management"  include the aggregate of the administration fees paid by
the  Portfolio  and  the  management  fees  paid  by its  corresponding  Series.
Similarly, "Other Expenses" includes all other expenses of the Portfolio and its
corresponding Series.

Neuberger  Berman  Management,  Inc.  ("NBMI")  provides  investment  management
services  to  each  Series  that  include,   among  other  things,   making  and
implementing   investment  decisions  and  providing  facilities  and  personnel
necessary to operate the Series. NBMI provides  administrative  services to each
Portfolio  that  include  furnishing  similar  facilities  and  personnel to the
Portfolio.  With the Portfolio's consent, NBMI is authorized to subcontract some
of its responsibilities under its administration agreement with the Portfolio to
third parties.

Each Portfolio  bears all expenses of its  operations  other than those borne by
NBMI as  administrator  of the Portfolio and as distributor of its shares.  Each
Series  bears all expenses of its  operations  other than those borne by NBMI as
investment  manager of the Series.  These expenses include,  but are not limited
to,  for  the  Portfolios  and  the  Series,   legal  and  accounting  fees  and
compensation  for trustees who are not affiliated with NBMI; for the Portfolios,
transfer  agent fees and the cost of  printing  and  sending  reports  and proxy
materials to  shareholders;  and for the Series,  custodial fees for securities.
Any  expenses  which are not  directly  attributable  to a  specific  Series are
allocated on the basis of the net assets of the respective Series.

NBMI has  undertaken  to reimburse  certain  operating  expenses,  including the
compensation  of NBMI and excluding  taxes,  interest,  extraordinary  expenses,
brokerage  commissions and transaction costs, that exceed, in the aggregate,  1%
of the Liquid Asset  Portfolio's  average  daily net asset  value.  This expense
reimbursement agreement is subject to termination upon 60 days written notice.

The effect of any expense  limitation by NBMI is to reduce operating expenses of
a portfolio and its corresponding Series and thereby increase total return.

Berger Associates  provides investment advisory services to the Berger IPT Funds
available in Separate  Account LLVL.  Berger  Associates has agreed to waive its
advisory fee and reimburse the Funds for additional  expenses to the extent that
normal operating  expenses in any fiscal year,  including the management fee but
excluding brokerage commissions,  interest, taxes and extraordinary expenses, of
Berger  IPT-100  Fund exceed  1.00%,  and the normal  operating  expenses in any
fiscal year of the Berger  IPT-Small  Company  Growth Fund exceed 1.15%,  of the
respective Fund's average daily net assets.

PADCO Advisors II, Inc.,  investment  advisor of the Rydex Variable  Trust,  and
PADCO  Service  Company,  Inc.,  servicer  to the  Rydex  Variable  Trust,  have
voluntarily  agreed to waive  fees  and/or  reimburse  expenses  to ensure  that
expenses  do not exceed the  following  totals:  Nova Fund - 2.20%;  Ursa Fund -
2.30%; OTC Fund - 2.20%; Precious Metals Fund - 2.20%; U.S. Government Bond Fund
- - 1.80%; Juno Fund - 2.30%.

<TABLE>
<CAPTION>
<S>                                  <C>                      <C>              <C>                 <C>    
Expenses

                               Investment Advisory
Portfolio                         & Management          Other Expenses         Total               Total
                                                                                                 (Reflecting
                                                                                              Reimbursements,
                                                                                                  if any)
Neuberger Berman(1)

Liquid Asset                         .65%                     .49%             1.14%               1.00%(2)
Limited Maturity                     .65%                     .11%              .76%                .76%
Balanced...                          .85%                     .18%             1.03%               1.03%
Partners                             .78%                     .06%              .84%                .84%
Growth                               .83%                     .09%              .92%                .92%


Berger IPT (3)

100 Fund                             .75%                    2.13%             2.88%               1.00%
Small Company Growth                 .90%                    1.29%             2.19%               1.15%
</TABLE>

                                               
                                     LLSVUL
                                       34

<PAGE>

<TABLE>
<CAPTION>
<S>                                  <C>                      <C>              <C>                 <C>    
Rydex(4)

Nova Fund                            .74%                    1.47%            2.21%                2.18%
Ursa Fund                            .90%                    1.57%            2.47%                2.30%
OTC Fund                             .72%                    1.24%            1.96%                1.96%
Precious Metals Fund                 .75%                    1.61%            2.36%                2.20%
U.S. Government Bond Fund            .50%                    1.30%            1.80%                1.80%
Juno Fund                            .90%                    3.59%            4.49%                2.30%
</TABLE>

(1)  12/31/98 fiscal year end.
(2)  Reflects reimbursement
(3)  12/31/98 fiscal year end. Expenses reflect fee waiver and expense 
     reimbursement. 
(4)  12/31/98  fiscal  year end.  Expenses  reflect  fee waiver  and/or  expense
     reimbursement

None of the Fund management fees  will be assessed  against amounts in the Fixed
Account.

                                     LLSVUL
                                       35

<PAGE>

Expense  reimbursement  agreements  are expected to continue in future years but
may be terminated at any time. as long as the expense limitations continue for a
portfolio,  if a  reimbursement  occurs,  it has  the  effect  of  lowering  the
portfolio's expense ratio and increasing its total return.
- ------------------

Ameritas may receive administrative fees from the investment advisers of certain
Funds.  Ameritas  currently does not assess a separate  charge against  Separate
Account LLVL or the Fixed Account for any federal,  state or local income taxes.
Ameritas  may,  however,  make  such a charge  in the  future if income or gains
within Separate Account LLVL will incur any federal, or any significant state or
local income tax liability,  or if the federal,  state or local tax treatment of
Ameritas changes.

GENERAL PROVISIONS

THE CONTRACT. The Policy, the application,  any supplemental  applications,  and
any riders,  amendments or endorsements  make up the entire  contract.  Only the
President,  Vice  President,  Secretary  or Assistant  Secretary  can modify the
Policy. Any changes must be made in writing, and approved by Ameritas.  No agent
has the authority to alter or modify any of the terms,  conditions or agreements
of the Policy or to waive any of its  provisions.  The rights and benefits under
the Policy are  summarized in this  prospectus;  however  prospectus  disclosure
regarding the Policy is qualified in its entirety by the Policy  itself,  a copy
of which is available upon request from Ameritas.

CONTROL OF POLICY. The Policy Owner is as shown in the application or subsequent
written  endorsement.  Subject to the rights of any irrevocable  Beneficiary and
any assignee of record, all rights, options, and privileges belong to the Policy
Owner,  if  living;  otherwise  to any  successor-owner  or  owners,  if living;
otherwise to the estate of the last Policy Owner to die.


                                     LLSVUL
                                       36

<PAGE>

BENEFICIARY. Policy Owners may name both primary and contingent Beneficiaries in
the application. Payments will be shared equally among Beneficiaries of the same
class unless  otherwise  stated.  If a Beneficiary dies before the Second Death,
payments  will  be  made  to any  surviving  Beneficiaries  of the  same  class;
otherwise to any Beneficiaries of the next class; otherwise to the Policy Owner;
otherwise to the estate of the Policy Owner.

CHANGE OF  BENEFICIARY.  The Policy Owner may change the  Beneficiary by written
request  at any time  while at  least  one  Insured  is alive  unless  otherwise
provided in the previous designation of Beneficiary. The change will take effect
as of the date the change is recorded at the Home Office.  Ameritas  will not be
liable for any payment made or action taken before the change is recorded.

CHANGE OF POLICY OWNER OR ASSIGNMENT. In order to change the Policy Owner of the
Policy or assign  Policy  rights,  an  assignment  of the Policy must be made in
writing  and filed with  Ameritas at its Home  Office.  Any such  assignment  is
subject to  Outstanding  Policy Debt. The change will take effect as of the date
the change is recorded at the Home Office,  and Ameritas  will not be liable for
any payment made or action taken before the change is recorded. Payment of Death
Benefit  Proceeds  is  subject  to the  rights  of any  assignee  of  record.  A
collateral assignment is not a change of ownership.

PAYMENT OF PROCEEDS. The Death Benefit Proceeds are subject first to any debt to
Ameritas and then to the interest of any assignee of record.  The balance of any
Death Benefit  Proceeds shall be paid in one sum to the  designated  beneficiary
unless an Optional Method of Payment is selected.  If no Beneficiary survives at
the time of the Second Death,  the Death Benefit  Proceeds  shall be paid in one
sum to the Policy Owner, if living; otherwise to any successor-owner, if living;
otherwise to the Policy  Owner's  estate.  Any proceeds  payable upon  Surrender
shall be paid in one sum unless an Optional Method of Payment is elected.

INCONTESTABILITY.  Ameritas cannot contest the Policy or reinstated Policy while
at least one  Insured is alive after it has been in force for two years from the
Policy Date (or reinstatement  effective date). After the Policy Date,  Ameritas
cannot contest an increase in the Specified  Amount or addition of a rider while
at least one Insured is alive, after such increase or addition has been in force
for two years from its effective  date.  However,  this two year provision shall
not apply to riders  with their own  contestability  provision.  We may  require
proof  prior  to the end of the  appropriate  contestability  period  that  both
Insureds are living.

MISSTATEMENT  OF AGE AND SEX. If the age or sex of either  Insured or any person
insured by rider has been  misstated,  the amount of the Death  Benefit  and any
added riders  provided  will be those that would be purchased by the most recent
deduction for the Cost of Insurance and the cost of any additional riders at the
correct age and sex of the Insureds. The Death Benefit Proceeds will be adjusted
correspondingly.

SUICIDE.  The Policy does not cover suicide  within two years of the Policy Date
unless otherwise  provided by a state's Insurance law. If either Insured,  while
sane or insane, commits suicide within two years after the Policy Date, Ameritas
will pay only the premiums received less any partial  withdrawals,  the cost for
riders and any outstanding Policy debt. If either Insured, while sane or insane,
commits suicide within two years after the effective date of any increase in the
Specified Amount, Ameritas' liability with respect to such increase will only be
its total cost of insurance  applicable  to the  increase.  The laws of Missouri
provide that death by suicide at any time is covered by the Policy,  and further
that suicide by an insane person may be considered an accidental death.

POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  partial
withdrawal,  Policy loans,  benefits  payable at the Second Death, and transfers
may be  postponed  whenever:  (1) the New York Stock  Exchange  (NYSE) is closed
other than  customary  weekend and holiday  closings,  or trading on the NYSE is
restricted as  determined by the SEC; (2) the SEC by order permits  postponement
for the protection of Policy Owners;  (3) an emergency  exists, as determined by
the  SEC,  as a  result  of  which  disposal  of  securities  is not  reasonably
practicable  or it is not  reasonably  practicable  to  determine  the  value of
Separate  Account  LLVL's  net  assets;  or (4)  Surrenders,  loans  or  partial
withdrawals  from the Fixed  Account may be deferred for up to 6 months from the
date of written  request.  Payments under the Policy of any amounts derived from
premiums  paid by check may be delayed  until such time as the check has cleared
the Policy Owners bank.

REPORTS AND RECORDS.  Ameritas  will  maintain all records  relating to Separate
Account  LLVL and will mail to the Policy  Owner,  at the last known  address of
record,  within 30 days after each Policy  Anniversary,  an annual  report which
shows the current  Accumulation  Value, Net Cash Surrender Value, Death Benefit,
premiums  paid,  Outstanding  Policy  Debt  and  other  information.   Quarterly
statements  are also  mailed  detailing  Policy  activity  during  the  calendar
quarter.  Instead of receiving an immediate  confirmation of  transactions  made
pursuant to some types of periodic payment plan (such as a dollar cost averaging
program,   or  payment  made  by  automatic  bank  draft  or  salary   

                                     LLSVUL
                                       37

<PAGE>

reduction  arrangement),  the  Policy  Owner may  receive  confirmation  of such
transactions in their quarterly  statements.  The Policy Owner should review the
information in these  statements  carefully.  All errors or corrections  must be
reported to  Ameritas  immediately  to assure  proper  crediting  to the Policy.
Ameritas  will assume all  transactions  are  accurately  reported on  quarterly
statements unless Ameritas is notified otherwise within 30 days after receipt of
the  statement.  The Policy  Owner  will also be sent a periodic  report for the
Funds  and a list of the  portfolio  securities  held in each  portfolio  of the
Funds.

ADDITIONAL INSURANCE BENEFITS (RIDERS.) Subject to certain requirements,  one or
more of the following  additional insurance benefits may be added to a Policy by
rider.  All  riders  are not  available  in all  states.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.
(See the section on Charges From Accumulation Value - Monthly Deduction.)

ACCELERATED  BENEFIT RIDER FOR TERMINAL  ILLNESS  (LIVING  BENEFIT  RIDER.) Upon
Satisfactory  Proof of Death of one Insured,  and satisfactory proof of terminal
illness of the  surviving  Insured  after the  two-year  contestable  period (no
waiting period in certain states), Ameritas will accelerate the payment of up to
50% of the lowest  scheduled  Death  Benefit as provided by eligible  coverages,
less an amount up to two guideline level premiums.

Future premium allocations after the payment of the benefit must be allocated to
the Fixed Account. Payment will not be made for amounts less than $4,000 or more
than $250,000 on all policies  issued by Ameritas or its affiliates that provide
coverage on the surviving  Insured.  Ameritas may charge the lesser of 2% of the
benefit or $50 as an expense charge to cover the costs of administration.

Satisfactory  proof of  terminal  illness  of the last  surviving  Insured  must
include a written statement from a licensed  physician who is not related to the
Insured or the Policy  Owner  stating  that the  Insured  has a  non-correctable
medical  condition that,  with a reasonable  degree of medical  certainty,  will
result in the death of the  Insured  in less than 12 months (6 months in certain
states) from the date of the physician's statement.  Further, the condition must
first be diagnosed while the Policy is in force.

The accelerated benefit first will be used to repay any Outstanding Policy Debt,
and will also affect future loans,  partial  withdrawals,  and  Surrenders.  The
accelerated  benefit will be treated as a lien against the Policy Death  Benefit
and will thus reduce the Death  Benefit  Proceeds.  Interest on the lien will be
charged at the Policy loan  interest  rate.  There is no extra  premium for this
rider.

ESTATE  PROTECTION RIDER. This rider provides a specified amount of insurance to
the  Beneficiary  upon receipt of  Satisfactory  Proof of Death of both Insureds
during the first four Policy Years.

FIRST-TO-DIE  TERM RIDER. This rider provides a specified amount of insurance to
the Beneficiary upon receipt of Satisfactory Proof of Death of either of the two
Insureds.

SECOND-TO-DIE TERM RIDER. This rider provides a specified amount of insurance to
the Beneficiary upon receipt of Satisfactory Proof of Death of both Insureds.

TERM RIDER FOR  COVERED  INSURED.  This rider  provides  a  specified  amount of
insurance to the Beneficiary upon receipt of Satisfactory  Proof of Death of the
rider Insured, as identified. The rider may be purchased on either Insured or on
an individual other than the Insureds.

TOTAL  DISABILITY  RIDER.  This rider  provides for the payment by Ameritas of a
disability  benefit in the form of premiums  while the Insured is disabled.  The
benefit  amount may be chosen by the Policy Owner at the issue of the rider.  In
addition,  while the Insured is totally disabled,  the Cost of Insurance for the
rider will not be deducted from  Accumulation  Value. The rider may be purchased
on either or both Insureds.

DISTRIBUTION OF THE POLICIES

Ameritas  Investment Corp. (AIC), a wholly owned subsidiary of AMAL Corporation,
will  act  as  the  principal  underwriter  of  the  Policies,  pursuant  to  an
Underwriting  Agreement between itself and Ameritas. AIC was organized 
                                             
                                     LLSVUL
                                       38

<PAGE>

under the laws of the State of Nebraska on December 29, 1983 and is a registered
broker-dealer  pursuant to the  Securities  Exchange Act of 1934 and a member of
the National  Association  of Securities  Dealers.  In 1998,  AIC received gross
variable  universal  life  compensation  of $298,182,  and  retained  $37,512 in
underwriting  fees,  and $10 in  brokerage  commissions  on  Ameritas'  variable
universal life policies.

AIC offers its clients a wide variety of financial products and services and has
the  ability  to execute  stock and bond  transactions  on a number of  national
exchanges.  AIC also serves as  principal  underwriter  for  Ameritas'  variable
annuities,  and for Ameritas Variable Life Insurance Company's variable life and
variable  annuities.  It also has executed selling  agreements with a variety of
mutual funds, unit investment trusts and direct participation programs.

There is no premium load to cover sales and distribution expenses. To the extent
that sales and distribution expenses are paid, if at all, Ameritas will pay them
from its other assets or surplus in its General  Account,  which include amounts
derived from mortality and expense risk charges and other charges made under the
Policy.

Policies can be purchased  directly  from Ameritas  through its direct  consumer
services, with salaried employees who are registered  representatives of AIC and
who will not receive compensation related to the purchase.

Policies  can  be  purchased  from  field  representatives  who  are  registered
representatives  of AIC, or from registered  representatives of other registered
broker-dealers  authorized to sell the policies  subject to  applicable  law. In
these situations,  AIC or the other broker-dealer may receive compensation in an
amount no greater  than 15% of the target first year premium paid plus the first
year cost of any riders,  and 2% of excess first year premium.  AIC or the other
broker-dealer  may pass a  portion  of this  compensation  on to the  registered
representative or the manager of the registered representative.

Upon any subsequent  increase in Specified Amount or any subsequent  increase in
riders,  marketing  allowances  will  also be paid  based on the  amount  of the
increase in Specified Amount or increase in rider.

FEDERAL TAX MATTERS

The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy  and does  not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
(except  premium  taxes,  see the section on Deductions  from Premium  Payments)
laws. This discussion is based upon Ameritas' understanding of the relevant laws
at the time of  filing.  Counsel  and other  competent  tax  advisors  should be
consulted for more complete  

                                     LLSVUL
                                       39

<PAGE>

information before a Policy is purchased. Ameritas makes no representation as to
the likelihood of the continuation of present federal income tax laws nor of the
interpretations by the Internal Revenue Service. Federal tax laws are subject to
change and thus tax consequences to the Insureds,Policy Owner or Beneficiary may
be altered.

(1)  TAXATION OF AMERITAS.  Ameritas is taxed as a life insurance  company under
     Part I of  Subchapter L of the Internal  Revenue Code of 1986 (the "Code").
     At this time,  since  Separate  Account LLVL is not a separate entity  from
     Ameritas,  and its operations form a part of Ameritas, it will not be taxed
     separately as a "regulated  investment  company" under  Subchapter M of the
     Code. Net investment income and realized net capital gains on the assets of
     Separate Account LLVL are reinvested and  automatically  retained as a part
     of the reserves of the Policy and are taken into account in determining the
     Death Benefit and Accumulation Value of the Policy.  Ameritas believes that
     Separate Account LLVL net investment  income and realized net capital gains
     will not be taxable to the extent that such  income and gains are  retained
     as reserves under the Policy.

     Ameritas does not currently  expect to incur any additional  federal income
     tax  liability attributable  to Separate Account LLVL  with  respect to the
     sale of the Policies.  Accordingly,  no charge  is being made  currently to
     Separate  Account LLVL  for  federal income taxes.  If,  however,  Ameritas
     determines that it  may incur such  taxes  attributable to Separate Account
     LLVL, it may assess a charge for such taxes against Separate Account LLVL.

     Ameritas may also incur state and local taxes (in addition to premium taxes
     for which a deduction from premiums is currently  made).  At present,  they
     are  not charges against  Separate Account LLVL.  If  there  is  a material
     change in state or local tax laws, charges for such taxes  attributable  to
     Separate Account LLVL,  if  any, may  be  assessed against Separate Account
     LLVL.

(2)  TAX STATUS OF THE POLICY.  The Code (Section 7702) includes a definition of
     a life insurance contract for federal tax purposes which places limitations
     on the  amount  of  premiums  that  may be  paid  for  the  Policy  and the
     relationship of the Accumulation Value to the Death Benefit. While Ameritas
     believes that the Policy meets the statutory definition of a life insurance
     contract  under  Internal  Revenue  Code  Section  7702 and should  receive
     federal income tax treatment  consistent with that of a fixed-benefit  life
     insurance  policy,  the area of tax law relating to the  definition of life
     insurance does not explicitly address all relevant issues  (including,  for
     example,   certain  tax  requirements  relating  to  survivorship  variable
     universal life  policies).  Ameritas  reserves the right to make changes to
     the  Policy  if  deemed  appropriate  by  Ameritas  to  attempt  to  assure
     qualification  of the Policy as a life  insurance  contract.  If the Policy
     were  determined not to qualify as life insurance  under Code Section 7702,
     the Policy would not provide the tax advantages  normally  provided by life
     insurance.  If the Death  Benefit of a Policy is  changed,  the  applicable
     defined limits may change.

     The Code (Section 7702A) also defines a "modified  endowment  contract" for
     federal  tax  purposes.  If a life  insurance  policy  is  classified  as a
     modified  endowment  contract,  distributions from it (including loans) are
     taxed as ordinary income to the extent of any gain. This Policy will become
     a "modified  endowment  contract" if the premiums paid into the Policy fail
     to meet a 7-pay  premium  test as  outlined  in Section  7702A of the Code.
     Basically,  Section  7702A  of  the  Code  defines  a  "modified  endowment
     contract"  as a policy  issued or  materially  changed on or after June 21,
     1988 on which the total  premiums  paid during the first seven years exceed
     the amount  that would  have been paid if the Policy  provided  for paid up
     benefits after seven level annual premiums.

     Certain  benefits  the  Policy  Owner may elect  under  this  Policy may be
     material  changes that affect or cause  retesting  under the 7-pay  premium
     test. These include,  but are not limited to, changes in Death Benefits and
     changes in the Specified Amount. One may avoid a Policy becoming a modified
     endowment contract by, among other things, not making excessive payments or
     reducing  benefits.  Should you deposit excessive  premiums during a Policy
     Year,  that portion  that is returned by Ameritas  within 60 days after the
     Policy Anniversary Date will reduce the premiums paid to prevent the Policy
     from  becoming  a  modified  endowment  contract.  All  modified  endowment
     policies issued by Ameritas to the same Policy Owner in any 12 month period
     are treated as one modified  endowment contract for purposes of determining
     taxable gain under  Section 72(e) of the Internal  Revenue  Code.  Any life
     insurance  policy  received in exchange for a modified  endowment  contract
     will also be treated as a modified endowment contract. You should contact a
     competent  tax  professional  before paying  additional  premiums or making
     other  changes to the Policy to determine  whether such payments or changes
     would cause the Policy to become a modified endowment contract.

     The Code  (Section  817(h)) also  authorizes  the Secretary of the Treasury
     (the  "Treasury")  to set  standards by  regulation  or  otherwise  for the
     investments  of Separate  Account LLVL to be  "adequately  diversified"  in
     order 

                                     LLSVUL
                                       40

<PAGE>

     for  the  Policy to  be  treated  as a  life insurance contract for federal
     tax purposes.  Separate Account LLVL, through the Funds,  intends to comply
     with  the  diversification  requirements  prescribed  by  the  Treasury  in
     regulations  published  in the  Federal  Register  on March 2, 1989,  which
     affect how the Fund's assets may be invested.

     Ameritas  does  not have  control  over  the  Funds  or their  investments.
     However,  Ameritas  believes  that the Funds will be operated in compliance
     with the  diversification  requirements of the Internal Revenue Code. Thus,
     Ameritas believes  that  the Policy will  be  treated as  a life  insurance
     contract for federal tax purposes.

     In   connection   with  the  issuance  of   regulations   relating  to  the
     diversification requirements,  the Treasury announced that such regulations
     do not provide  guidance  concerning  the extent to which Policy Owners may
     direct their  investments  to particular  divisions of a separate  account.
     Regulations  in this  regard may be issued in the  future.  It is not clear
     what these  regulations  will provide nor whether they will be  prospective
     only. It is possible that when regulations are issued,  the Policy may need
     to be modified to comply with such regulations. For these reasons, Ameritas
     reserves  the right to modify the Policy as necessary to prevent the Policy
     Owner from being  considered  the owner of the assets of  Separate  Account
     LLVL or otherwise to qualify the Policy for  favorable tax  treatment.  The
     following  discussion  assumes  that  the  Policy  will  qualify  as a life
     insurance contract for federal tax purposes.

(3)  TAX TREATMENT OF POLICY PROCEEDS. Ameritas believes that the Policy will be
     treated in a manner  consistent with a fixed benefit life insurance  policy
     for federal  income tax purposes.  Thus,  Ameritas  believes that the Death
     Benefit  will  generally  be  excludable  from  the  gross  income  of  the
     Beneficiary  under Section  101(a)(1) of the Code and the Policy Owner will
     not be deemed to be in constructive receipt of the Accumulation Value under
     the Policy until its actual Surrender.

     Distributions  From Policies That Are Not "Modified  Endowment  Contracts."
     ---------------------------------------------------------------------------
     Distributions  (while one or both  Insureds  are still alive) from a Policy
     that is not a modified  endowment contract are generally treated as first a
     recovery of the  investment in the Policy and then only after the return of
     all such investment,  as disbursing taxable income. However, in the case of
     a decrease in the Death Benefit,  a partial  withdrawal,  a change in Death
     Benefit option, or any other such change that reduces future benefits under
     the  Policy  during  the first 15 years  after a Policy is issued  and that
     results in a cash  distribution to the Policy Owner in order for the Policy
     to continue  complying with the Section 7702 defined limits on premiums and
     Accumulation  Values, such distributions will be taxable as ordinary income
     to the Policy Owner (to the extent of any gain in the Policy) as prescribed
     in Section  7702.  In  addition,  upon a complete  surrender  or lapse of a
     Policy that is not a "modified endowment  contract," if the amount received
     plus the amount of any outstanding Policy Debt exceeds the total investment
     in the Policy,  the excess will generally be treated as ordinary income for
     tax  purposes.  Investment  in the Policy means (1) the total amount of any
     premiums paid for the Policy plus the amount of any loan received under the
     Policy to the extent  the loan is  included  in gross  income of the Policy
     owner minus (2) the total  amount  received  under the Policy by the Policy
     Owner that was excludable from gross income, excluding any non-taxable loan
     received under the Policy.

     Ameritas  also believes  that loans  received  under a Policy that is not a
     "modified  endowment  contract" will be treated as debt of the Policy Owner
     and that no part of any loan under a Policy will  constitute  income to the
     Policy  Owner so long as the  Policy  remains  in force.  Should the Policy
     lapse  while  Policy  loans  are  outstanding  the  portion  of  the  loans
     attributable to earnings will become taxable.  Generally,  interest paid on
     any loan under a Policy owned by an individual will not be tax-deductible.

     Except for Policies  with respect to a limited  number of key persons of an
     employer  (both as defined in the Internal  Revenue  Code),  and subject to
     applicable  interest  rate  caps,  the  Health  Insurance  Portability  and
     Accountability  Act of 1996 (the "Health  Insurance Act") generally repeals
     the  deduction for interest paid or accrued after October 13, 1995 on loans
     from  corporate  owned life  insurance  Policies on the lives of  officers,
     employees or persons  financially  interested  in the  taxpayer's  trade or
     business.  Certain transitional rules for existing debt are included in the
     Health  Insurance  Act. The  transitional  rules include a phase-out of the
     deduction  for debt  incurred  (1) before  January  1, 1996,  or (2) before
     January 1, 1997,  for Policies  entered into in 1994 or 1995. The phase-out
     of the interest expense  deduction occurs over a transition  period between
     October  13,  1995 and  January 1, 1999.  There is also a special  rule for
     pre-June 21, 1986  Policies.  The Taxpayer  Relief Act of 1997 ("TRA '97"),
     further  expanded the interest  deduction  disallowance  for  businesses by
     providing,  with  respect to Policies  issued  after June 8, 1997,  that no
     deduction is allowed for interest  paid or accrued on any debt with respect
     to life  insurance  covering  the life of any  individual  (except as noted
     above under  pre-'97 law with respect to key persons and pre- June 21, 1986
     policies).  TRA '97 also  provides  that no  deduction is  permissible  for
     premiums  paid on a life  

                                     LLSVUL
                                       41
<PAGE>

     insurance  Policy if the  taxpayer is directly or indirectly a  Beneficiary
     under the Policy.  Also under TRA '97 and  subject  to certain  exceptions,
     for Policies issued after June 8, 1997, no deduction  is  allowed  for that
     portion of a  taxpayer's  interest expense  that is allocable to unborrowed
     Policy cash values.  This disallowance generally does not apply to Policies
     owned by  natural  persons.  Policy Owners should  consult a  competent tax
     advisor  concerning  the  tax  implications  of  these  changes  for  their
     Policies.

     Distributions From Policies That Are "Modified Endowment Contracts." Should
     --------------------------------------------------------------------
     the Policy become a "modified endowment contract" partial withdrawals, full
     Surrenders, assignments, pledges, and  loans (including loans  to  pay loan
     interest)  under the  Policy will  be taxable to  the  extent of  any  gain
     under the Policy.  A 10% penalty tax also applies to the taxable portion of
     any  distribution  prior to the  taxpayer's age 59 1/2. The 10% penalty tax
     does not apply if the distribution is made because the taxpayer is disabled
     as defined under the Code or if the distribution is paid out in the form of
     a life  annuity  on the  life of the  taxpayer  or the  joint  lives of the
     taxpayer and Beneficiary.

     The right to  exchange  the  Policy  for a  survivorship  flexible  premium
     adjustable life insurance policy (See the section on Exchange  Privilege.),
     the right to change Policy Owners (See the section on General Provisions.),
     and the provision for partial  withdrawals (See the section on Surrenders.)
     may have tax consequences  depending on the circumstances of such exchange,
     change, or withdrawal. Upon complete Surrender, if the amount received plus
     any Outstanding  Policy Debt exceeds the total premiums paid (the "basis"),
     that are not  treated as  previously  withdrawn  by the Policy  Owner,  the
     excess generally will be taxed as ordinary income.

     Federal  estate  and  state and local  estate,  inheritance,  and other tax
     consequences  of ownership or receipt of Death Benefit  Proceeds  depend on
     applicable law and the  circumstances  of each Policy Owner or Beneficiary.
     In  addition,  if the  Policy  is used  in  connection  with  tax-qualified
     retirement plans,  certain  limitations  prescribed by the Internal Revenue
     Service  on, and rules with  respect to the  taxation  of,  life  insurance
     protection  provided  through such plans may apply. The advice of competent
     tax counsel should be sought in connection  with use of life insurance in a
     qualified plan.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

Ameritas  holds  the  assets of  Separate  Account  LLVL.  The  assets  are kept
physically  segregated and held  separately  and apart from the General  Account
assets,  except  for  the  Fixed  Account.  Ameritas  maintains  records  of all
purchases and redemptions of Funds' shares by each of the Subaccounts.

THIRD PARTY SERVICES

Ameritas is aware that certain third parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
Policies. Ameritas does not engage any such third parties to offer such services
of  any  type.  In  certain  cases,   Ameritas  has  agreed  to  honor  transfer
instructions  from such services where it has received powers of attorney,  in a
form  acceptable  to it, from the Policy  Owners  participating  in the service.
Firms or persons  offering  such  services do so  independently  from any agency
relationship  they may have with  Ameritas  for the sale of  Policies.  Ameritas
takes no responsibility for the investment  allocations and transfers transacted
on a Policy Owner's  behalf by such third parties or any  investment  allocation
recommendations  made by such  parties.  Policy Owners should be aware that fees
paid for such  services  are  separate  and in  addition  to fees paid under the
Policies.

VOTING RIGHTS

Ameritas is the legal holder of the shares held in the  Subaccounts  of Separate
Account LLVL and as such has the right to vote the shares, to elect Directors of
the Funds,  and to vote on matters that are required by the  Investment  Company
Act of 1940 and upon any other matter that may be voted upon at a shareholders's
meeting. To the extent required by law, Ameritas will vote all shares of each of
the Funds held in  Separate  Account  LLVL at regular  and  special  shareholder
meetings of the Funds  according to  instructions  received  from Policy  Owners
based on the number of shares held as of the record date for such meeting.

The number of Fund shares in a Subaccount for which instructions may be given by
a Policy Owner is  determined  by dividing the  Accumulation  Value held in that
Subaccount by the net asset value of one share in the corresponding portfolio of
the Fund. Fractional shares will be counted. Fund shares held in each Subaccount
for which no timely instructions from Policy Owners are received and Fund shares
held in each  Subaccount  which do not support  Policy Owner  interests  will be
voted by Ameritas in the same  proportion as those shares in that Subaccount for
which                                  
              
                                     LLSVUL
                                       42

<PAGE>

timely  instructions  are  received.  Voting  instructions  to  abstain  on  any
item to be voted  will be  applied  on a pro  rata  basis to  reduce  the  votes
eligible to be cast.  Should applicable  federal  securities laws or regulations
permit, Ameritas may elect to vote shares of the Fund in its own right.

DISREGARD OF VOTING  INSTRUCTION.  Ameritas may, if required by state  insurance
officials,  disregard voting  instructions if those  instructions  would require
shares  to be voted to cause a change  in the  subclassification  or  investment
objectives or policies of one or more of the Funds' portfolios, or to approve or
disapprove  an investment  adviser or principal  underwriter  for the Funds.  In
addition,  Ameritas itself may disregard voting  instructions that would require
changes in the  investment  objectives  or  policies of any  portfolio  or in an
investment  adviser  or  principal   underwriter  for  the  Funds,  if  Ameritas
reasonably  disapproves  those changes in  accordance  with  applicable  federal
regulations.  If Ameritas does  disregard  voting  instructions,  it will advise
Policy  Owners of that  action and its reasons for the action in the next annual
report or proxy statement to Policy Owners.

STATE REGULATION OF AMERITAS

Ameritas,  a stock life insurance  company organized under the laws of Nebraska,
is subject to regulation by the Nebraska  Department of Insurance.  On or before
March 1 of each  year an NAIC  convention  blank  covering  the  operations  and
reporting on the financial condition of Ameritas and Separate Account LLVL as of
December 31 of the preceding year must be filed with the Nebraska  Department of
Insurance.  Periodically,  the Nebraska  Department  of  Insurance  examines the
liabilities and reserves of Ameritas and Separate Account LLVL.

In addition,  Ameritas is subject to the insurance laws and regulations of other
states  within  which it is  licensed or may become  licensed  to  operate.  The
Policies  offered by the  Prospectus  are  available  in the  various  states as
approved.  Generally,  the  Insurance  Department of any other state applies the
laws of the state of domicile in determining permissible investments.

EXECUTIVE OFFICERS AND DIRECTORS OF AMERITAS

This list shows name and  position(s)  with  Ameritas  followed by the principal
occupations for the last five years.  Where an individual has held more than one
position with an organization  during the last 5-year period,  the last position
held has been given.

LAWRENCE J. ARTH, DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER*
Director, Chairman of the Board, Chief Executive Officer: Ameritas Variable Life
Insurance Company;  also serves as officer and/or director of other subsidiaries
and/or affiliates of Ameritas Life Insurance Corp.

KENNETH C. LOUIS, DIRECTOR, PRESIDENT AND CHIEF OPERATING OFFICER*
Director,  Executive Vice President:  Ameritas Variable Life Insurance  Company;
also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life Insurance Corp.

NORMAN M. KRIVOSHA, EXECUTIVE VICE PRESIDENT-LEGAL AND GOVERNMENT AFFAIRS*
Secretary and General Counsel:  Ameritas Variable Life Insurance  Company;  also
serves as officer and/or  director of other  subsidiaries  and/or  affiliates of
Ameritas Life Insurance Corp.

JON C. HEADRICK, EXECUTIVE VICE PRESIDENT-INVESTMENTS AND TREASURER*
Treasurer:  Ameritas  Variable Life  Insurance  Company;  also serves as officer
and/or  director  of other  subsidiaries  and/or  affiliates  of  Ameritas  Life
Insurance Corp.

JAMES P. ABEL, DIRECTOR**
President: NEBCO, Inc.

DUANE W. ACKLIE, DIRECTOR**
Chairman: Crete Carrier Corporation; Director: AMAL Corporation.

HALUK ARITURK, EXECUTIVE VICE PRESIDENT-AMERITAS ACACIA SHARED SERVICES CENTER*
Senior Vice  President,  Operations  and Chief  Actuary:  Acacia Life  Insurance
Company;   also  serves  as  officer  and/or  director  of  subsidiaries  and/or
affiliates of Acacia Life Insurance Company.
 
ROBERT C. BARTH, VICE PRESIDENT AND CONTROLLER*

                                     LLSVUL
                                       43

<PAGE>

EDWARD  M.   BELLER,   VICE   PRESIDENT-INDIVIDUAL   ADMINISTRATION   AND  CHIEF
UNDERWRITER*
Vice  President  and Chief  Underwriter:  Acacia Life  Insurance  Company;  Vice
President and Chief Underwriter: HGI, Inc.

ELDON BOHMONT, VICE PRESIDENT-INDIVIDUAL CLIENT SERVICES*

ROXANN  BRENNFOERDER,  VICE PRESIDENT  GROUP  ADMINISTRATION,  UNDERWRITING  AND
COMPLIANCE*

JAN M. CONNOLLY, SENIOR VICE PRESIDENT-OPERATIONS, PLANNING AND QUALITY*

WILLIAM W. COOK, JR., DIRECTOR**
Chairman, Chief Executive Officer: The Beatrice National Bank and Trust Co.

GERALD B. DIMON, VICE PRESIDENT-HUMAN RESOURCES*

BERT A. GETZ, DIRECTOR**
Chairman and  President:  Globe  Corporation;  Director:  Security  Pacific Bank
Arizona,  Security Pacific Bancorp Southwest,  Bancwest Mortgage Corp., Security
Pacific Corporation,  Security Pacific National Bank, Ellsworth Financial Corp.,
Iliff,  Thorn  &  Co.,  CalMat  Co.,  Dean  Foods  Company,   Continental  Bank,
Continental Bank Corp.;  Advisory  Director:  Myers Craig Vallone Co.;  Trustee:
Mayo Foundation.

WILLIAM R.  GIOVANNI,  SENIOR  VICE  PRESIDENT,  PRESIDENT  AND CHIEF  EXECUTIVE
OFFICER-AIC*
Also serves as officer and director of an affiliate of Ameritas  Life  Insurance
Corp.; President: FirsTier Securities.

LORI S. GOHDE, VICE PRESIDENT-GROUP BUSINESS DEVELOPMENT AND PLANNING*
Vice President-Group: Woodmen Accident & Life Co.

B. DOUGLAS GRITTON, VICE PRESIDENT-INDIVIDUAL AGENCY DISTRIBUTION*
Territorial Trainer: Metropolitan Life Insurance Company.

ARNOLD D. HENKEL, VICE PRESIDENT-PENSIONS*
Capital Analysis/Henkel & Anderson Financial;  Senior Vice President:  Ministers
Life.

THOMAS D.  HIGLEY,  VICE  PRESIDENT  AND  FINANCIAL  ACTUARY*  
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.

LESLIE D. INMAN, VICE PRESIDENT - GROUP MARKETING AND PLANNING*
National Sales Director,  VP and National  Marketing  Manager:  American Bankers
Insurance.

MIKE JASKOLKA, VICE PRESIDENT - INFORMATION SERVICES*

MARTY L. JOHNSON, SECOND VICE PRESIDENT - INDIVIDUAL UNDERWRITING*

KENNETH R. JONES, VICE PRESIDENT - CORPORATE COMPLIANCE AND ASSISTANT SECRETARY*
Vice President-Corporate  Compliance and Assistant Secretary:  Ameritas Variable
Life  Insurance  Company,  also serves as officer of other  subsidiaries  and/or
affiliates of Ameritas Life Insurance Corp.

JAMES R. KNAPP, DIRECTOR**
Chairman: The Brookhollow Group; General Partner: Windsor Associates.

ROBERT F. KROHN, DIRECTOR**
Chairman  and  Chief  Executive  Officer:  PSI  Group,  Inc.;  President:  Krohn
Corporation; Chairman of the Board: Commercial Federal Corporation.

ROBERT G. LANGE,  VICE  PRESIDENT  AND GENERAL  COUNSEL-INSURANCE  AND ASSISTANT
SECRETARY*
Director: Nebraska Department of Insurance.

WILLIAM W. LESTER, VICE PRESIDENT-SECURITIES*
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.
                                           
                                     LLSVUL
                                       44

<PAGE>

WILFRED J. MADDUX, DIRECTOR**
President, Manager: Maddux Cattle Company.

JOANN M. MARTIN, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER*
Director,  Controller:  Ameritas Variable Life Insurance Company; also serves as
an officer and/or director of other  subsidiaries  and/or affiliates of Ameritas
Life Insurance Corp.

DAVID C. MOORE, PRESIDENT - GROUP DIVISION*
Also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life Insurance Corp.

WILLIAM W. NELSON,  VICE  PRESIDENT - GROUPCLAIMS  AND  CONSULTANT  REVIEW* 
Also serves as an officer of other subsidiaries of Ameritas Life Insurance Corp.

DALE K. NIEBUHR, SECOND VICE PRESIDENT - AUDIT SERVICES*

DONALD W. PARKER, SECOND VICE PRESIDENT- ACCOUNTING AND ASSISTANT CONTROLLER*

GARY R. RAYMOND, VICE PRESIDENT - GROUP ACTUARY*

TODD W. REIMERS, VICE PRESIDENT-GROUP FIELD SALES*
Vice President-Sales: Woodmen Accident and Life Company.

BARRY C. RITTER, SENIOR VICE PRESIDENT - INFORMATION SERVICES*

MARY H. RUTFORD, SECOND VICE PRESIDENT-ACCOUNTING*

PAUL C. SCHORR, III, DIRECTOR**
President and CEO:  ComCor Holding,  Inc.;  Chairman:  Ebco/Commonwealth,  Inc.;
President, Chief Executive Officer: Fishbach Corp., Commonwealth Companies, Inc.

WILLIAM C. SMITH, DIRECTOR**
Director:  AMAL  Corporation;  President:  William  C.  Smith & Co.;  President,
Chairman,  Chief  Executive  Officer:  FirsTier  Bank,  N.A.;  President,  Chief
Operating Officer, Chairman, Chief Executive Officer: FirsTier Financial, Inc.

DONALD R.  STADING,  SENIOR VICE  PRESIDENT,  SECRETARY  AND  CORPORATE  GENERAL
COUNSEL*
Also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life Insurance Corp.

Neal E. Tyner, Director, Chairman Emeritus**
NET  Consultants,  Formerly  Chairman  of the  Board  and CEO of  Ameritas  Life
Insurance Corp.

KENNETH L. VANCLEAVE,  VICE PRESIDENT - GROUP MANAGED CARE AND PARTNERING*  
Also serves as officer and director of an affiliate of Ameritas  Life  Insurance
Corp.

RICHARD W. VAUTRAVERS, SENIOR VICE PRESIDENT AND CORPORATE ACTUARY*

WINSTON J. WADE, DIRECTOR**
Vice   President-Network   Infrastructure:   U.S.  West   Communications;   Vice
President-Technical Services: U.S. West Communication, Inc.

JON B. WEINBERG, VICE  PRESIDENT-MORTGAGE  LOANS AND REAL ESTATE* 
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.

STEVEN L. WELTON, VICE PRESIDENT-INDIVIDUAL MARKETING*
Assistant  Vice   President-Marketing   Services:   Northwestern  National  Life
Insurance Co.

RUSSELL J. WILTGEN, VICE PRESIDENT-INDIVIDUAL PRODUCT MANAGEMENT*
Senior Vice  President-Product  Management:  Ameritas  Variable  Life  Insurance
Company;  Vice President and Chief Product  Actuary- Risk Life:  Mutual of Omaha
Companies.
                                            
                                     LLSVUL
                                       45

<PAGE>

*    Principal business address:  Ameritas Life Insurance Corp, 5900 "O" Street,
     P.O. Box 81889, Lincoln, Nebraska 68501.

**   Principal address for: James P. Abel, NEBCO, Inc., P.O. Box 80268, Lincoln,
     Nebraska 68501; Duane W. Acklie, Crete Carrier Corporation, P.O. Box 81228,
     Lincoln,  Nebraska 68501;  William W. Cook, Jr., The Beatrice National Bank
     and Trust Company,  P.O. Box 100,  Beatrice,  Nebraska 68310; Bert A. Getz,
     Globe Corporation, Scottsdale Spectrum, 6730 N. Scottsdale Road, Suite 250,
     Scottsdale,   Arizona  85253;  James  R.  Knapp,   Brookhollow  Group,  One
     Brookhollow Drive, Santa Ana, California 92705; Robert F. Krohn; PSI Group,
     Inc., 10011 J Street,  Omaha, Nebraska 68127; Wilfred Maddux, Maddux Cattle
     Company, P.O. Box 217, Wauneta, Nebraska 69045; Paul C. Schorr, III, ComCor
     Holding,  Inc.,  6940 "O"  Street,  Suite 336,  P.O.  Box  57310,  Lincoln,
     Nebraska 68505; William C. Smith, William C. Smith & Co., Cornhusker Plaza,
     Suite 401, 301 So. 13th Street, Lincoln, Nebraska 68508; Neal E. Tyner, NET
     Consultants,  6940 "O" Street, Suite 324, Lincoln,  Nebraska 68510; Winston
     J. Wade, c/o PMI-USW 843-1, P.O. Box 311, Mendham, New Jersey 07945-0311.


                                     LLSVUL
                                       46

<PAGE>

       
                                                     
       
                                     LLSVUL
                                       47

<PAGE>

LEGAL MATTERS

All matters of Nebraska law pertaining to the Policy,  including the validity of
the Policy and Ameritas' right to issue the Policy under Nebraska Insurance Law,
have been passed upon by Donald R. Stading, Senior Vice President, Secretary and
Corporate General Counsel.

LEGAL PROCEEDINGS

There are no legal  proceedings to which Separate  Account LLVL is a party or to
which the assets of Separate Account LLVL are subject.  Ameritas is not involved
in any litigation  that is of material  importance in relation to its ability to
meet its  obligations  under the Policies,  or that relates to Separate  Account
LLVL.  AIC is not involved in any litigation  that is of material  importance in
relation to its ability to perform under its underwriting agreement.

EXPERTS

Actuarial matters included in this prospectus have been examined by____________,
Actuary of Ameritas Life Insurance  Corp.,  as stated in the opinion filed as an
exhibit to the registration statement.

ADDITIONAL INFORMATION

A  registration  statement  has been  filed  with the  Securities  and  Exchange
Commission,  under the Securities  Act of 1933, as amended,  with respect to the
Policy offered hereby.  This prospectus does not contain all the information set
forth in the  registration  statement  and the  amendments  and  exhibits to the
registration   statement,  to  all  of  which  reference  is  made  for  further
information  concerning  Separate Account LLVL,  Ameritas and the Policy offered
hereby. Statements contained in this prospectus as to the contents of the Policy
and other legal instruments are summaries. For a complete statement of the terms
thereof reference is made to such instruments as filed.

FINANCIAL STATEMENTS

The  financial  statements  of Ameritas  which are  included in this  prospectus
should be  considered  only as bearing on the  ability of  Ameritas  to meet its
obligations under the Policies.  They should not be considered as bearing on the
investment performance of the assets held in Separate Account LLVL.


                                     LLSVUL
                                       48


<PAGE>

 
                                     F-I-1

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                            STATEMENT OF NET ASSETS
                               DECEMBER 31, 1998
 
<TABLE>
<S>                                                             <C>
ASSETS
INVESTMENTS AT NET ASSET VALUE:
  VANGUARD VARIABLE INSURANCE FUND:
     Money Market Portfolio -- 9,783,726.040 shares at
      $1.0000 per share (cost $9,783,726)...................    $ 9,783,726
     Equity Index Portfolio -- 252,539.764 shares at
      $32.1543 per share (cost $5,992,382)..................      8,120,239
     Equity Income Portfolio -- 141,075.624 shares at
      $21.4453 per share (cost $2,515,438)..................      3,025,409
     Growth Portfolio -- 238,478.783 shares at $28.4238 per
      share (cost $5,178,240)...............................      6,778,473
     Balanced Portfolio -- 210,958.652 shares at $17.0921
      per share (cost $3,546,562)...........................      3,605,726
     High-Grade Bond Portfolio -- 80,311.175 shares at
      $10.9106 per share (cost $850,239)....................        876,243
     International Portfolio -- 233,573.775 shares at
      $15.0527 per share (cost $3,171,841)..................      3,515,916
     High Yield Bond Portfolio -- 54,187.996 shares at
      $10.1059 per share (cost $564,451)....................        547,619
     Small Company Growth Portfolio -- 123,053.709 shares at
      $11.7475 per share (cost $1,306,799)..................      1,445,574
  NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
     Balanced Portfolio -- 14,641.746 shares at $16.34 per
      share (cost $228,306).................................        239,246
     Growth Portfolio -- 36,319.622 shares at $26.29 per
      share (cost $899,192).................................        954,843
     Partners Portfolio -- 158,238.030 shares at $18.93 per
      share (cost $2,823,739)...............................      2,995,446
     Limited Maturity Bond Portfolio -- 3,985.613 shares at
      $13.82 per share (cost $54,502).......................         55,081
  BERGER INSTITUTIONAL PRODUCTS TRUST:
     100 Fund Portfolio -- 13,476.264 shares at $12.89 per
      share (cost $166,028).................................        173,709
     Small Company Growth Portfolio -- 32,764.181 shares at
      $12.28 per share (cost $377,871)......................        402,344
                                                                -----------
NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS..............    $42,519,594
                                                                ===========
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
                                     F-I-2

<PAGE>

                      [This Page Intentionally Left Blank]

                                     F-I-3

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 
   
<TABLE>
<CAPTION>
                                                                          VANGUARD VARIABLE INSURANCE FUND
                                                                    ---------------------------------------------
                                                                    MONEY MARKET    EQUITY INDEX    EQUITY INCOME
                                                        TOTAL       PORTFOLIO(1)    PORTFOLIO(2)    PORTFOLIO(3)
                                                      ----------    ------------    ------------    -------------
<S>                                                   <C>           <C>             <C>             <C>
                       1998
INVESTMENT INCOME:
  Dividend distributions received.................    $  887,746      $446,322       $   88,442       $ 62,950
  Mortality and expense risk charge...............       242,752        62,330           44,946         16,755
                                                      ----------      --------       ----------       --------
NET INVESTMENT INCOME(LOSS).......................       644,994       383,992           43,496         46,195
                                                      ----------      --------       ----------       --------
REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments..........     1,061,059            --           31,074         14,132
  Net change in unrealized
    appreciation(depreciation)....................     3,364,606            --        1,422,460        306,650
                                                      ----------      --------       ----------       --------
NET GAIN(LOSS) ON INVESTMENTS.....................     4,425,665            --        1,453,534        320,782
                                                      ----------      --------       ----------       --------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................    $5,070,659      $383,992       $1,497,030       $366,977
                                                      ==========      ========       ==========       ========
                       1997
INVESTMENT INCOME:
  Dividend distributions received.................    $  462,801      $245,562       $   47,557       $ 24,444
  Mortality and expense risk charge...............       110,634        33,383           20,371          5,918
                                                      ----------      --------       ----------       --------
NET INVESTMENT INCOME(LOSS).......................       352,167       212,179           27,186         18,526
                                                      ----------      --------       ----------       --------
REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments..........       303,704            --           33,570         22,916
  Net change in unrealized
    appreciation(depreciation)....................     1,466,662            --          633,010        181,981
                                                      ----------      --------       ----------       --------
NET GAIN(LOSS) ON INVESTMENTS.....................     1,770,366            --          666,580        204,897
                                                      ----------      --------       ----------       --------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................    $2,122,533      $212,179       $  693,766       $223,423
                                                      ==========      ========       ==========       ========
                       1996
INVESTMENT INCOME:
  Dividend distributions received.................    $   34,810      $ 32,053       $       --       $     --
  Mortality and expense risk charge...............        14,813         4,536            2,639            867
                                                      ----------      --------       ----------       --------
NET INVESTMENT INCOME(LOSS).......................        19,997        27,517           (2,639)          (867)
                                                      ----------      --------       ----------       --------
REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments..........        73,977            --           12,616          6,453
  Net change in unrealized
    appreciation(depreciation)....................       229,011            --           72,387         21,339
                                                      ----------      --------       ----------       --------
NET GAIN(LOSS) ON INVESTMENTS.....................       302,989            --           85,003         27,792
                                                      ----------      --------       ----------       --------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................    $  322,985      $ 27,517       $   82,364       $ 26,925
                                                      ==========      ========       ==========       ========
</TABLE>
    
 
- ---------------
 
(1) Commenced business 01/09/96
(2) Commenced business 01/31/96
(3) Commenced business 02/06/96
(4) Commenced business 01/22/96
(5) Commenced business 02/12/96
(6) Commenced business 02/12/96
(7) Commenced business 01/22/96
(8) Commenced business 03/10/97
 
(9) Commenced business 01/29/97
 
The accompanying notes are an integral part of these financial statements.
 
                                     F-I-4

<PAGE>
 
<TABLE>
<CAPTION>
                                        VANGUARD VARIABLE INSURANCE FUND
     ------------------------------------------------------------------------------------------------------
        GROWTH        BALANCED     HIGH-GRADE BOND    INTERNATIONAL   HIGH YIELD BOND      SMALL COMPANY
     PORTFOLIO(4)   PORTFOLIO(5)     PORTFOLIO(6)     PORTFOLIO(7)     PORTFOLIO(8)     GROWTH PORTFOLIO(9)
     ------------   ------------   ----------------   -------------   ---------------   -------------------
<S>  <C>            <C>            <C>                <C>             <C>               <C>
      $   32,780      $116,090         $40,993          $ 43,651          $33,203            $  6,273
          34,924        20,046           5,086            20,770            2,934               5,841
      ----------      --------         -------          --------          -------            --------
          (2,144)       96,044          35,907            22,881           30,269                 432
      ----------      --------         -------          --------          -------            --------
         313,459       239,670           2,291                --              803               1,045
       1,308,658       (22,651)         12,857           419,205          (19,842)            126,551
      ----------      --------         -------          --------          -------            --------
       1,622,117       217,019          15,148           419,205          (19,039)            127,596
      ----------      --------         -------          --------          -------            --------
      $1,619,973      $313,063         $51,055          $442,086          $11,230            $128,028
      ==========      ========         =======          ========          =======            ========
      $   24,821      $ 62,554         $17,945          $ 24,884          $ 7,800            $  1,148
          13,622         8,857           2,094            10,213              670               1,158
      ----------      --------         -------          --------          -------            --------
          11,199        53,697          15,851            14,671            7,130                 (10)
      ----------      --------         -------          --------          -------            --------
          70,741        86,534              --            19,354              254                  --
         269,256        73,173          12,105           (87,836)           3,011              12,224
      ----------      --------         -------          --------          -------            --------
         339,997       159,707          12,105           (68,482)           3,265              12,224
      ----------      --------         -------          --------          -------            --------
      $  351,196      $213,404         $27,956          $(53,811)         $10,395            $ 12,214
      ==========      ========         =======          ========          =======            ========
      $       --      $     --         $ 2,757          $     --          $    --            $     --
           1,524           964             316             1,479               --                  --
      ----------      --------         -------          --------          -------            --------
          (1,524)         (964)          2,441            (1,479)              --                  --
      ----------      --------         -------          --------          -------            --------
          22,375        17,899              --            14,166               --                  --
          22,319         8,642           1,042            12,704               --                  --
      ----------      --------         -------          --------          -------            --------
          44,694        26,541           1,042            26,870               --                  --
      ----------      --------         -------          --------          -------            --------
      $   43,170      $ 25,577         $ 3,483          $ 25,391          $    --            $     --
      ==========      ========         =======          ========          =======            ========
</TABLE>
 
                                     F-I-5

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 
   
<TABLE>
<CAPTION>
                                                            NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                                                    ------------------------------------------------------------
                                                                                                      LIMITED
                                                                                                      MATURITY
                                                      BALANCED         GROWTH         PARTNERS          BOND
                                                    PORTFOLIO(1)    PORTFOLIO(2)    PORTFOLIO(3)    PORTFOLIO(4)
                       1998                         ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>
INVESTMENT INCOME:
  Dividend distributions received.................    $ 4,578         $     --       $   8,593         $3,417
  Mortality and expense risk charge...............      1,618            5,470          18,794            440
                                                      -------         --------       ---------         ------
NET INVESTMENT INCOME (LOSS)......................      2,960           (5,470)        (10,201)         2,977
                                                      -------         --------       ---------         ------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments.........     32,161          155,681         270,666             --
  Net change in unrealized appreciation
     (depreciation)...............................     (8,769)         (47,951)       (161,651)          (991)
                                                      -------         --------       ---------         ------
NET GAIN (LOSS) ON INVESTMENTS....................     23,392          107,730         109,015           (991)
                                                      -------         --------       ---------         ------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................    $26,352         $102,260       $  98,814         $1,986
                                                      =======         ========       =========         ======
                       1997
INVESTMENT INCOME:
  Dividend distributions received.................    $ 2,227         $     --       $   1,903         $1,514
  Mortality and expense risk charge...............      1,062            3,818           8,694            289
                                                      -------         --------       ---------         ------
NET INVESTMENT INCOME (LOSS)......................      1,165           (3,818)         (6,791)         1,225
                                                      -------         --------       ---------         ------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments.........      5,717           34,617          29,308             --
  Net change in unrealized appreciation
     (depreciation)...............................     16,398           83,104         267,038          1,122
                                                      -------         --------       ---------         ------
NET GAIN (LOSS) ON INVESTMENTS....................     22,115          117,721         296,346          1,122
                                                      -------         --------       ---------         ------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................    $23,280         $113,903       $ 289,555         $2,347
                                                      =======         ========       =========         ======
                       1996
INVESTMENT INCOME:
  Dividend distributions received.................    $    --         $     --       $      --         $   --
  Mortality and expense risk charge...............        294              814           1,338             42
                                                      -------         --------       ---------         ------
NET INVESTMENT INCOME (LOSS)......................       (294)            (814)         (1,338)           (42)
                                                      -------         --------       ---------         ------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments.........         92              253             115              8
  Net change in unrealized appreciation
     (depreciation)...............................      3,312           20,498          66,320            448
                                                      -------         --------       ---------         ------
NET GAIN (LOSS) ON INVESTMENTS....................      3,404           20,751          66,435            456
                                                      -------         --------       ---------         ------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................    $ 3,110         $ 19,937       $  65,097         $  414
                                                      =======         ========       =========         ======
</TABLE>
    
 
- ---------------
(1) Commenced business 01/31/96
(2) Commenced business 01/22/96
(3) Commenced business 02/06/96
(4) Commenced business 01/31/96
(5) Commenced business 06/11/97
(6) Commenced business 05/21/97
 
The accompanying notes are an integral part of these financial statements.
 
                                     F-I-6

<PAGE>
 
<TABLE>
<CAPTION>
           BERGER INSTITUTIONAL
              PRODUCTS TRUST
       ----------------------------
                          SMALL
                         COMPANY
         100 FUND         GROWTH
       PORTFOLIO(5)    PORTFOLIO(6)
       ------------    ------------
<S>    <C>             <C>
         $   294         $   160
             745           2,053
         -------         -------
            (451)         (1,893)
         -------         -------
              77              --
           9,498          20,582
         -------         -------
           9,575          20,582
         -------         -------
         $ 9,124         $18,689
         =======         =======
         $   442         $    --
              54             431
         -------         -------
             388            (431)
         -------         -------
             693              --
          (1,816)          3,892
         -------         -------
          (1,123)          3,892
         -------         -------
         $  (735)        $ 3,461
         =======         =======
         $    --         $    --
              --              --
         -------         -------
              --              --
         -------         -------
              --              --
              --              --
         -------         -------
              --              --
         -------         -------
         $    --         $    --
         =======         =======
</TABLE>
 
                                     F-I-7

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                      STATEMENTS OF CHANGES IN NET ASSETS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 
   
<TABLE>
<CAPTION>
                                                                          VANGUARD VARIABLE INSURANCE FUND
                                                                    ---------------------------------------------
                                                                    MONEY MARKET    EQUITY INDEX    EQUITY INCOME
                                                        TOTAL       PORTFOLIO(1)    PORTFOLIO(2)    PORTFOLIO(3)
                                                     -----------    ------------    ------------    -------------
<S>                                                  <C>            <C>             <C>             <C>
1998
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss).....................  $   644,994     $  383,992      $   43,496      $   46,195
  Net realized gain (loss) on investments..........    1,061,059             --          31,074          14,132
  Net change in unrealized appreciation
    (depreciation).................................    3,364,606             --       1,422,460         306,650
                                                     -----------     ----------      ----------      ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..................................    5,070,659        383,992       1,497,030         366,977
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.....................................   13,120,915      2,181,465       2,541,249       1,133,653
                                                     -----------     ----------      ----------      ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS............   18,191,574      2,565,457       4,038,279       1,500,630
                                                     -----------     ----------      ----------      ----------
NET ASSETS AT JANUARY 1, 1998......................   24,328,020      7,218,269       4,081,960       1,524,779
                                                     -----------     ----------      ----------      ----------
NET ASSETS AT DECEMBER 31, 1998....................  $42,519,594     $9,783,726      $8,120,239      $3,025,409
                                                     ===========     ==========      ==========      ==========
1997
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss).....................  $   352,167     $  212,179      $   27,186      $   18,526
  Net realized gain (loss) on investments..........      303,704             --          33,570          22,916
  Net change in unrealized appreciation
    (depreciation).................................    1,466,662             --         633,010         181,981
                                                     -----------     ----------      ----------      ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..................................    2,122,533        212,179         693,766         223,423
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.....................................   16,472,031      5,731,104       2,039,686         984,196
                                                     -----------     ----------      ----------      ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS............   18,594,564      5,943,283       2,733,452       1,207,619
                                                     -----------     ----------      ----------      ----------
NET ASSETS AT JANUARY 1, 1997......................    5,733,456      1,274,986       1,348,508         317,160
                                                     -----------     ----------      ----------      ----------
NET ASSETS AT DECEMBER 31, 1997....................  $24,328,020     $7,218,269      $4,081,960      $1,524,779
                                                     ===========     ==========      ==========      ==========
1996
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss).....................  $    19,997     $   27,517      $   (2,639)     $     (867)
  Net realized gain (loss) on investments..........       73,977             --          12,616           6,453
  Net change in unrealized appreciation
    (depreciation).................................      229,011             --          72,387          21,339
                                                     -----------     ----------      ----------      ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..................................      322,985         27,517          82,364          26,925
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.....................................    5,410,471      1,247,469       1,266,144         290,235
                                                     -----------     ----------      ----------      ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS............    5,733,456      1,274,986       1,348,508         317,160
                                                     -----------     ----------      ----------      ----------
NET ASSETS AT JANUARY 1, 1996......................           --             --              --              --
                                                     -----------     ----------      ----------      ----------
NET ASSETS AT DECEMBER 31, 1996....................  $ 5,733,456     $1,274,986      $1,348,508      $  317,160
                                                     ===========     ==========      ==========      ==========
</TABLE>
    
 
- ---------------
 
(1) Commenced business 01/09/96
(2) Commenced business 01/31/96
(3) Commenced business 02/06/96
(4) Commenced business 01/22/96
(5) Commenced business 02/12/96
(6) Commenced business 02/12/96
(7) Commenced business 01/22/96
(8) Commenced business 03/10/97
(9) Commenced business 01/29/97
 
The accompanying notes are an integral part of these financial statements.
 
                                     F-I-8

<PAGE>
 
<TABLE>
<CAPTION>
                              VANGUARD VARIABLE INSURANCE FUND
- ---------------------------------------------------------------------------------------------
                                   HIGH-GRADE                     HIGH YIELD    SMALL COMPANY
       GROWTH        BALANCED         BOND       INTERNATIONAL       BOND          GROWTH
    PORTFOLIO(4)   PORTFOLIO(5)   PORTFOLIO(6)   PORTFOLIO(7)    PORTFOLIO(8)   PORTFOLIO(9)
    ------------   ------------   ------------   -------------   ------------   -------------
<S> <C>            <C>            <C>            <C>             <C>            <C>
     $   (2,144)    $   96,044      $ 35,907      $   22,881       $ 30,269      $      432
        313,459        239,670         2,291              --            803           1,045
      1,308,658        (22,651)       12,857         419,205        (19,842)        126,551
     ----------     ----------      --------      ----------       --------      ----------
      1,619,973        313,063        51,055         442,086         11,230         128,028
      1,946,946      1,254,873       331,358       1,023,332        305,742         940,675
     ----------     ----------      --------      ----------       --------      ----------
      3,566,919      1,567,936       382,413       1,465,418        316,972       1,068,703
     ----------     ----------      --------      ----------       --------      ----------
      3,211,554      2,037,790       493,830       2,050,498        230,647         376,871
     ----------     ----------      --------      ----------       --------      ----------
     $6,778,473     $3,605,726      $876,243      $3,515,916       $547,619      $1,445,574
     ==========     ==========      ========      ==========       ========      ==========
     $   11,199     $   53,697      $ 15,851      $   14,671       $  7,130      $      (10)
         70,741         86,534            --          19,354            254              --
        269,256         73,173        12,105         (87,836)         3,011          12,224
     ----------     ----------      --------      ----------       --------      ----------
        351,196        213,404        27,956         (53,811)        10,395          12,214
      2,154,152      1,428,768       357,373       1,524,915        220,252         364,657
     ----------     ----------      --------      ----------       --------      ----------
      2,505,348      1,642,172       385,329       1,471,104        230,647         376,871
     ----------     ----------      --------      ----------       --------      ----------
        706,206        395,618       108,501         579,394             --              --
     ----------     ----------      --------      ----------       --------      ----------
     $3,211,554     $2,037,790      $493,830      $2,050,498       $230,647      $  376,871
     ==========     ==========      ========      ==========       ========      ==========
     $   (1,524)    $     (964)     $  2,441      $   (1,479)      $     --      $       --
         22,375         17,899            --          14,166             --              --
         22,319          8,642         1,042          12,704             --              --
     ----------     ----------      --------      ----------       --------      ----------
         43,170         25,577         3,483          25,391             --              --
        663,036        370,041       105,018         554,003             --              --
     ----------     ----------      --------      ----------       --------      ----------
        706,206        395,618       108,501         579,394             --              --
     ----------     ----------      --------      ----------       --------      ----------
             --             --            --              --             --              --
     ----------     ----------      --------      ----------       --------      ----------
     $  706,206     $  395,618      $108,501      $  579,394       $     --      $       --
     ==========     ==========      ========      ==========       ========      ==========
</TABLE>
 
                                     F-I-9

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                      STATEMENTS OF CHANGES IN NET ASSETS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 
<TABLE>
<CAPTION>
                                                           NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                                                     ---------------------------------------------------------
                                                                                                    LIMITED
                                                                                                    MATURITY
                                                       BALANCED        GROWTH        PARTNERS         BOND
                                                     PORTFOLIO(1)   PORTFOLIO(2)   PORTFOLIO(3)   PORTFOLIO(4)
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>
1998
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss).....................    $  2,960       $ (5,470)     $  (10,201)     $ 2,977
  Net realized gain (loss) on investments..........      32,161        155,681         270,666           --
  Net change in unrealized appreciation
    (depreciation).................................      (8,769)       (47,951)       (161,651)        (991)
                                                       --------       --------      ----------      -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..................................      26,352        102,260          98,814        1,986
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.....................................      26,914        185,812         935,607       (7,496)
                                                       --------       --------      ----------      -------
TOTAL INCREASE (DECREASE) IN NET ASSETS............      53,266        288,072       1,034,421       (5,510)
                                                       --------       --------      ----------      -------
NET ASSETS AT JANUARY 1, 1998......................     185,980        666,771       1,961,025       60,591
                                                       --------       --------      ----------      -------
NET ASSETS AT DECEMBER 31, 1998....................    $239,246       $954,843      $2,995,446      $55,081
                                                       ========       ========      ==========      =======
1997
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss).....................    $  1,165       $ (3,818)     $   (6,791)     $ 1,225
  Net realized gain (loss) on investments..........       5,717         34,617          29,308           --
  Net change in unrealized appreciation
    (depreciation).................................      16,398         83,104         267,038        1,122
                                                       --------       --------      ----------      -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..................................      23,280        113,903         289,555        2,347
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.....................................      74,276        228,396       1,107,185       32,342
                                                       --------       --------      ----------      -------
TOTAL INCREASE (DECREASE) IN NET ASSETS............      97,556        342,299       1,396,740       34,689
                                                       --------       --------      ----------      -------
NET ASSETS AT JANUARY 1, 1997......................      88,424        324,472         564,285       25,902
                                                       --------       --------      ----------      -------
NET ASSETS AT DECEMBER 31, 1997....................    $185,980       $666,771      $1,961,025      $60,591
                                                       ========       ========      ==========      =======
1996
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss).....................    $   (294)      $   (814)     $   (1,338)     $   (42)
  Net realized gain (loss) on investments..........          92            253             115            8
  Net change in unrealized appreciation
    (depreciation).................................       3,312         20,498          66,320          448
                                                       --------       --------      ----------      -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..................................       3,110         19,937          65,097          414
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.....................................      85,314        304,535         499,188       25,488
                                                       --------       --------      ----------      -------
TOTAL INCREASE (DECREASE) IN NET ASSETS............      88,424        324,472         564,285       25,902
                                                       --------       --------      ----------      -------
NET ASSETS AT JANUARY 1, 1996......................          --             --              --           --
                                                       --------       --------      ----------      -------
NET ASSETS AT DECEMBER 31, 1996....................    $ 88,424       $324,472      $  564,285      $25,902
                                                       ========       ========      ==========      =======
</TABLE>
 
- ---------------
(1) Commenced business 01/31/96
(2) Commenced business 01/22/96
(3) Commenced business 02/06/96
(4) Commenced business 01/31/96
(5) Commenced business 06/11/97
(6) Commenced business 05/21/97
 
The accompanying notes are an integral part of these financial statements.
 
                                     F-I-10

<PAGE>
 
<TABLE>
<CAPTION>
        BERGER INSTITUTIONAL
           PRODUCTS TRUST
     ---------------------------
                       SMALL
                      COMPANY
       100 FUND        GROWTH
     PORTFOLIO(5)   PORTFOLIO(6)
     ------------   ------------
<S>  <C>            <C>
       $   (451)      $ (1,893)
             77             --
          9,498         20,582
       --------       --------
          9,124         18,689
        144,794        175,991
       --------       --------
        153,918        194,680
       --------       --------
         19,791        207,664
       --------       --------
       $173,709       $402,344
       ========       ========
       $    388       $   (431)
            693             --
         (1,816)         3,892
       --------       --------
               )
           (735          3,461
         20,526        204,203
       --------       --------
         19,791        207,664
       --------       --------
             --             --
       --------       --------
       $ 19,791       $207,664
       ========       ========
       $     --       $     --
             --             --
             --             --
       --------       --------
             --             --
             --             --
       --------       --------
             --             --
       --------       --------
             --             --
       --------       --------
             --             --
       ========       ========
</TABLE>
 
                                     F-I-11

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                         NOTES TO FINANCIAL STATEMENTS
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Ameritas Life Insurance Corp. Separate Account LLVL (the Account) was
established under Nebraska law on August 24, 1994. The assets of the Account are
held by Ameritas Life Insurance Corp. (ALIC) and are aggregated from all of
ALIC's other assets.
 
The Account is registered under the Investment Company Act of 1940, as amended,
as a unit investment trust. At December 31, 1998, there are fifteen subaccounts
within the Account. Nine of the subaccounts invest only in a corresponding
Portfolio of the Vanguard Variable Insurance Fund which is a diversified
open-end management investment company managed by The Vanguard Group. Four of
the subaccounts invest only in a corresponding Portfolio of the Neuberger &
Berman Advisers Management Trust which is a diversified open-end management
investment company managed by Neuberger & Berman Management Incorporated. Two of
the subaccounts invest only in a corresponding Portfolio of the Berger
Institutional Products Trust which is a diversified open-end management
investment company managed by Berger Associates. Each Portfolio pays the manager
a monthly fee for managing its investments and business affairs. The assets of
the Account are carried at the net asset value of the underlying Portfolios of
the funds, and the value of the policyowners' units corresponds to the Account's
investment in the underlying subaccounts.
 
USE OF ESTIMATES
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the 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.
 
VALUATION OF INVESTMENTS
 
The assets of the account are carried at the net asset value of the underlying
Portfolios of the Funds. The value of the policyowners' units corresponds to the
Account's investment in the underlying subaccounts. The availability of
investment portfolio and subaccount options may vary between products. Share
transactions and security transactions are accounted for on a trade date basis.
 
FEDERAL AND STATE TAXES
 
The operations of the Account are included in the federal income tax return of
ALIC, which is taxed as a life insurance company under the Internal Revenue
Code. ALIC has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the policies funded in the Account. Currently, ALIC does not make
a charge for income or other taxes. Charges for state and local taxes, if any,
attributable to the Account may also be made.
 
2. POLICYOWNER CHARGES
 
ALIC charges the account for mortality and expense risks assumed. A daily charge
is made on the average daily value of the net assets representing equity of
policyowners held in each subaccount per each product's current policy
provisions. Additional charges are made at intervals and in amounts per each
product's current policy provisions. These charges are prorated against the
balance in each investment option of the policyowner, including the Fixed
Account option which is not reflected in this separate account.
 
                                     F-I-12

<PAGE>

                      [This Page Intentionally Left Blank]


                                     F-I-13

<PAGE>


                         AMERITAS LIFE INSURANCE CORP.
 
                             SEPARATE ACCOUNT LLVL
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
3. SHARES OWNED
 
The Account invests in shares of mutual funds. Share activity and total shares
owned are as follows:
 
<TABLE>
<CAPTION>
                                                      VANGUARD VARIABLE INSURANCE FUND
                               -------------------------------------------------------------------------------
                                MONEY MARKET     EQUITY INDEX    EQUITY INCOME       GROWTH         BALANCED
                                PORTFOLIO(1)     PORTFOLIO(2)    PORTFOLIO(3)     PORTFOLIO(4)    PORTFOLIO(5)
                               --------------    ------------    -------------    ------------    ------------
<S>                            <C>               <C>             <C>              <C>             <C>
Shares owned at January 1,
  1998.....................     7,218,268.940    160,571.157       81,200.304     148,714.710     119,858.700
Shares acquired............    15,650,323.440    241,112.370      152,559.334     212,357.265     153,032.898
Shares disposed............    13,084,866.340    149,143.763       92,684.014     122,593.192      61,932.946
                               --------------    -----------      -----------     -----------     -----------
Shares owned at December
  31, 1998.................     9,783,726.040    252,539.764      141,075.624     238,478.783     210,958.652
                               ==============    ===========      ===========     ===========     ===========
 
Shares owned at January 1,
  1997.....................     1,274,985.810     68,977.369       21,723.303      39,921.198      26,356.946
Shares acquired............    33,061,438.440    132,217.038       71,066.379     135,646.593     103,263.991
Shares disposed............    27,118,155.310     40,623.250       11,589.378      26,853.081       9,762.237
                               --------------    -----------      -----------     -----------     -----------
Shares owned at December
  31, 1997.................     7,218,268.940    160,571.157       81,200.304     148,714.710     119,858.700
                               ==============    ===========      ===========     ===========     ===========
 
Shares owned at January 1,
  1996.....................                --             --               --              --              --
Shares acquired............     6,549,300.150     81,127.644       25,593.798      43,455.725      27,155.684
Shares disposed............     5,274,314.340     12,150.275        3,870.495       3,534.527         798.738
                               --------------    -----------      -----------     -----------     -----------
Shares owned at December
  31, 1996.................     1,274,985.810     68,977.369       21,723.303      39,921.198      26,356.946
                               ==============    ===========      ===========     ===========     ===========
</TABLE>
 
- ---------------
 (1) Commenced business 01/09/96
 (2) Commenced business 01/31/96
 (3) Commenced business 02/06/96
 (4) Commenced business 01/22/96
 (5) Commenced business 02/12/96
 (6) Commenced business 02/12/96
 (7) Commenced business 01/22/96
 (8) Commenced business 03/10/97
 (9) Commenced business 01/29/97
(10) Commenced business 01/31/96
(11) Commenced business 01/22/96
(12) Commenced business 02/06/96
(13) Commenced business 01/31/96
 
                                     F-I-14

<PAGE>
 
<TABLE>
<CAPTION>
                 VANGUARD VARIABLE INSURANCE FUND                        NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
    ----------------------------------------------------------   -------------------------------------------------------------
                                                     SMALL                                                          LIMITED
     HIGH-GRADE                     HIGH-YIELD      COMPANY                                                        MATURITY
        BOND       INTERNATIONAL       BOND          GROWTH        BALANCED         GROWTH         PARTNERS          BOND
    PORTFOLIO(6)   PORTFOLIO(7)    PORTFOLIO(8)   PORTFOLIO(9)   PORTFOLIO(10)   PORTFOLIO(11)   PORTFOLIO(12)   PORTFOLIO(13)
    ------------   -------------   ------------   ------------   -------------   -------------   -------------   -------------
<S> <C>            <C>             <C>            <C>            <C>             <C>             <C>             <C>
     46,139.367     159,524.666     21,777.881     34,377.906     10,448.294      21,832.699       95,195.374      4,291.165
     75,804.160     193,442.989     92,142.577    131,425.948     38,561.561      44,261.721      162,050.110     16,961.787
     41,632.352     119,393.880     59,732.462     42,750.145     34,368.109      29,774.798       99,007.454     17,267.339
     ----------     -----------     ----------    -----------     ----------      ----------      -----------     ----------
     80,311.175     233,573.775     54,187.996    123,053.709     14,641.746      36,319.622      158,238.030      3,985.613
     ==========     ===========     ==========    ===========     ==========      ==========      ===========     ==========
 
     10,402.808      45,478.330             --             --      5,554.279      12,586.203       34,240.606      1,843.518
     48,976.148     175,097.691     57,152.830     58,091.174      7,945.804      20,902.519       87,117.912      7,782.264
     13,239.589      61,051.355     35,374.949     23,713.268      3,051.789      11,656.023       26,163.144      5,334.617
     ----------     -----------     ----------    -----------     ----------      ----------      -----------     ----------
     46,139.367     159,524.666     21,777.881     34,377.906     10,448.294      21,832.699       95,195.374      4,291.165
     ==========     ===========     ==========    ===========     ==========      ==========      ===========     ==========
 
             --              --             --             --             --              --               --             --
     16,079.128      54,688.548             --             --      5,783.296      13,583.830       40,372.867      2,210.932
      5,676.320       9,210.218             --             --        229.017         997.627        6,132.261        367.414
     ----------     -----------     ----------    -----------     ----------      ----------      -----------     ----------
     10,402.808      45,478.330             --             --      5,554.279      12,586.203       34,240.606      1,843.518
     ==========     ===========     ==========    ===========     ==========      ==========      ===========     ==========
</TABLE>
 
                                     F-I-15

<PAGE>
 
   
                         AMERITAS LIFE INSURANCE CORP.
    
 
   
                             SEPARATE ACCOUNT LLVL
    
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
3. SHARES OWNED -- (CONTINUED)
    
 
The Account invests in shares of mutual funds. Share activity and total shares
owned are as follows:
 
<TABLE>
<CAPTION>
                                                                BERGER INSTITUTIONAL PRODUCTS TRUST
                                                                -----------------------------------
                                                                  100 FUND         SMALL COMPANY
                                                                PORTFOLIO(1)    GROWTH PORTFOLIO(2)
                                                                ------------    -------------------
<S>                                                             <C>             <C>
Shares owned at January 1, 1998.............................      1,781.412         17,219.256
Shares acquired.............................................     31,043.806         57,521.740
Shares disposed.............................................     19,348.954         41,976.815
                                                                 ----------         ----------
Shares owned at December 31, 1998...........................     13,476.264         32,764.181
                                                                 ==========         ==========
 
Shares owned at January 1, 1997.............................             --                 --
Shares acquired.............................................      2,859.270         38,912.582
Shares disposed.............................................      1,077.858         21,693.326
                                                                 ----------         ----------
Shares owned at December 31, 1997...........................      1,781.412         17,219.256
                                                                 ==========         ==========
 
Shares owned at January 1, 1996.............................             --                 --
Shares acquired.............................................             --                 --
Shares disposed.............................................             --                 --
                                                                 ----------         ----------
Shares owned at December 31, 1996                                        --                 --
                                                                 ==========         ==========
</TABLE>
 
- ---------------
(1) Commenced business 06/11/97
(2) Commenced business 05/21/97
 
                                     F-I-16

<PAGE>
 

 
                                    F-II- 1

<PAGE>

 
                         AMERITAS LIFE INSURANCE CORP.
 
                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                      DECEMBER 31
                                                                ------------------------
                                                                   1998          1997
                                                                ----------    ----------
<S>                                                             <C>           <C>
ASSETS
Investments:
  Fixed maturity securities held to maturity (fair value
     $620,543 -- 1998, $792,856 -- 1997)....................    $  586,419    $  754,581
  Fixed maturity securities available for sale (amortized
     cost $466,025 -- 1998, $462,831 -- 1997)...............       484,491       479,990
  Equity securities (cost $59,411 -- 1998,
     $59,383 -- 1997).......................................       121,905       108,744
  Mortgage loans on real estate.............................       222,151       228,709
  Loans on insurance policies...............................        29,047        70,638
  Real estate, less accumulated depreciation
     ($17,431 -- 1998, $18,324 -- 1997).....................        33,420        43,085
  Other investments.........................................        45,104        33,971
  Short-term investments....................................         1,341           655
                                                                ----------    ----------
          Total Investments.................................     1,523,878     1,720,373
Cash and cash equivalents...................................        79,019        83,139
Accrued investment income...................................        20,104        25,186
Deferred policy acquisition costs...........................       171,201       164,564
Property and equipment, less accumulated depreciation
  ($31,985 -- 1998, $29,199 -- 1997)........................        20,946        20,191
Other assets................................................        21,903        16,668
Closed block assets.........................................       309,326            --
Separate accounts...........................................     1,954,931     1,437,165
                                                                ----------    ----------
          Total.............................................    $4,101,308    $3,467,286
                                                                ==========    ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy and contract reserves................................    $  100,190    $  364,168
Policy and contract claims..................................        29,823        27,467
Accumulated contract values.................................     1,019,849     1,039,938
Unearned policy charges.....................................        12,160        13,177
Unearned reinsurance ceded allowance........................         1,480         1,763
Federal income taxes:
  Current...................................................         6,710           339
  Deferred..................................................        50,795        46,236
Dividends payable...........................................            --        10,134
Other liabilities...........................................        45,509        41,467
Closed block liabilities....................................       334,622            --
Separate accounts...........................................     1,954,931     1,436,677
                                                                ----------    ----------
          Total Liabilities.................................     3,556,069     2,981,366
                                                                ----------    ----------
Commitments and contingencies
Minority interest in subsidiary.............................        27,523        24,483
Common stock, par value $0.10 per share; 25,000,000 shares
  authorized, issued and outstanding........................         2,500            --
Additional paid-in capital..................................         5,000            --
Retained earnings...........................................       459,065       419,797
Accumulated other comprehensive income......................        51,151        41,640
                                                                ----------    ----------
          Total Stockholder's Equity........................       517,716       461,437
                                                                ----------    ----------
          Total.............................................    $4,101,308    $3,467,286
                                                                ==========    ==========
</TABLE>
 
The accompanying notes to consolidated financial statements are an integral part
of these statements.
 
                                    F-II- 2

<PAGE>

 
                         AMERITAS LIFE INSURANCE CORP.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
INCOME:
Insurance revenues:
  Premiums:
     Life insurance.........................................    $ 21,159    $ 26,794    $ 26,855
     Accident and health insurance..........................     256,742     181,952     163,557
  Contract charges..........................................      68,145      57,199      49,667
  Reinsurance, net..........................................      19,930      (1,037)     (6,205)
  Reinsurance ceded allowance...............................       3,667       2,475       1,746
Investment revenues:
  Investment income, net....................................     130,102     137,744     126,862
  Realized gains, net.......................................      14,288      10,295      13,103
  Other.....................................................      23,011      14,987       8,961
Loss in closed block........................................        (105)         --          --
                                                                --------    --------    --------
                                                                 536,939     430,409     384,546
                                                                --------    --------    --------
BENEFITS AND EXPENSES:
Policy benefits:
  Death benefits............................................      19,879      20,710      18,402
  Surrender benefits........................................       6,730      10,084      10,708
  Accident and health benefits..............................     200,405     130,908     112,005
  Interest credited.........................................      68,698      66,788      65,494
  Decrease in policy and contract reserves..................      (2,570)     (3,307)     (5,060)
  Other.....................................................      21,920      23,747      23,216
Sales and operating expenses................................     126,199      90,737      77,086
Amortization of deferred policy acquisition costs...........      18,584      16,441      16,790
                                                                --------    --------    --------
                                                                 459,845     356,108     318,641
                                                                --------    --------    --------
INCOME BEFORE FEDERAL INCOME TAXES AND MINORITY INTEREST IN
  EARNINGS OF SUBSIDIARY....................................      77,094      74,301      65,905
Income taxes -- current.....................................      27,229      26,401      29,081
Income taxes -- deferred....................................         157          39      (1,560)
                                                                --------    --------    --------
       Total federal income taxes...........................      27,386      26,440      27,521
                                                                --------    --------    --------
Income before minority interest in earnings of subsidiary...      49,708      47,861      38,384
Minority interest in earnings of subsidiary.................      (2,940)     (1,987)     (1,259)
                                                                --------    --------    --------
NET INCOME..................................................    $ 46,768    $ 45,874    $ 37,125
                                                                ========    ========    ========
</TABLE>
 
The accompanying notes to consolidated financial statements are an integral part
of these statements.
 
                                    F-II- 3

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
 
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31
                                                                -----------------------------
                                                                 1998       1997       1996
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
Net income..................................................    $46,768    $45,874    $37,125
Other comprehensive income (loss), net of tax:
  Unrealized gains on securities:
     Unrealized holding gains (losses) arising during the
       period
       (net of deferred tax of $6,913 -- 1998,
       $11,628 -- 1997,
       and $814 -- 1996)....................................     12,646     21,290      1,512
     Reclassification adjustment for gains included in net
       income
       (net of deferred tax of $1,635 -- 1998,
       $2,548 -- 1997,
       and $4,285 -- 1996)..................................     (3,036)    (4,733)    (7,958)
     Minority interest......................................        (99)      (158)        27
                                                                -------    -------    -------
  Other comprehensive income (loss).........................      9,511     16,399     (6,419)
                                                                -------    -------    -------
Comprehensive income........................................    $56,281    $62,273    $30,706
                                                                =======    =======    =======
</TABLE>
 
The accompanying notes to consolidated financial statements are an integral part
of these statements.
 
                                    F-II- 4

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                         (IN THOUSANDS, EXCEPT SHARES)
 
<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                         COMMON STOCK        ADDITIONAL                    OTHER            TOTAL
                                      -------------------    PAID - IN     RETAINED    COMPREHENSIVE    STOCKHOLDER'S
                                       SHARES      AMOUNT     CAPITAL      EARNINGS       INCOME           EQUITY
                                      ---------    ------    ----------    --------    -------------    -------------
<S>                                   <C>          <C>       <C>           <C>         <C>              <C>
BALANCE, January 1, 1996..........           --    $  --       $   --      $336,798       $31,660         $368,458
  Net unrealized investment
    losses, net...................           --       --           --            --        (6,446)          (6,446)
  Minority interest in net
    unrealized investment losses,
    net...........................           --       --           --            --            27               27
  Net income......................           --       --           --        37,125            --           37,125
                                      ---------    ------      ------      --------       -------         --------
BALANCE, December 31, 1996........           --       --           --       373,923        25,241          399,164
  Net unrealized investment gains,
    net...........................           --       --           --            --        16,557           16,557
  Minority interest in net
    unrealized investment gains,
    net...........................           --       --           --            --          (158)            (158)
  Net income......................           --       --           --        45,874            --           45,874
                                      ---------    ------      ------      --------       -------         --------
BALANCE, December 31, 1997........           --       --           --       419,797        41,640          461,437
  Issuance of common stock........    25,000,000   2,500        5,000        (7,500)           --               --
  Net unrealized investment gains,
    net...........................           --       --           --            --         9,610            9,610
  Minority interest in net
    unrealized investment gains,
    net...........................           --       --           --            --           (99)             (99)
  Net income......................           --       --           --        46,768            --           46,768
                                      ---------    ------      ------      --------       -------         --------
BALANCE, December 31, 1998........    25,000,000   $2,500      $5,000      $459,065       $51,151         $517,716
                                      =========    ======      ======      ========       =======         ========
</TABLE>
 
The accompanying notes to consolidated financial statements are an integral part
of these statements.
 
                                    F-II- 5

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
   
<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31
                                                                ----------------------------------
                                                                  1998        1997         1996
                                                                --------    ---------    ---------
<S>                                                             <C>         <C>          <C>
OPERATING ACTIVITIES
Net income..................................................    $ 46,768    $  45,874    $  37,125
Adjustments to reconcile net income to net cash from
  operating activities:
  Depreciation and amortization.............................       5,717        5,275        4,231
  Amortization of deferred policy acquisition costs.........      19,090       16,441       16,790
  Policy acquisition costs deferred.........................     (40,349)     (36,117)     (30,611)
  Interest credited to contract values......................      69,487       66,788       65,494
  Amortization of discounts or premiums.....................      (4,611)      (1,747)      (1,513)
  Net realized gains on investment transactions.............     (14,288)     (10,295)     (13,103)
  Deferred income taxes.....................................         157           39       (1,560)
  Minority interest in earnings of subsidiary...............       2,940        1,987        1,259
  Change in assets and liabilities:
     Accrued investment income..............................        (455)         (10)      (1,071)
     Other assets...........................................      (6,544)      (3,239)      (1,372)
     Policy and contract reserves...........................      (2,798)      (3,446)       2,266
     Policy and contract claims.............................       3,992        6,047        2,538
     Unearned policy charges................................      (1,017)        (315)      (2,141)
     Unearned reinsurance ceded allowance...................        (283)         511          373
     Federal income taxes payable -- current................       5,422       (7,977)       1,300
     Dividends payable......................................         479         (183)        (111)
     Other liabilities......................................       6,039        6,509        5,445
     Cash from closed block.................................      (2,526)          --           --
                                                                --------    ---------    ---------
  Net cash from operating activities........................      87,220       86,142       85,339
                                                                --------    ---------    ---------
INVESTING ACTIVITIES
Purchase of investments:
  Fixed maturity securities held to maturity................     (62,244)     (39,522)    (122,182)
  Fixed maturity securities available for sale..............    (137,319)    (115,864)     (40,572)
  Equity securities.........................................     (21,944)     (29,432)     (19,925)
  Mortgage loans on real estate.............................     (68,518)     (56,251)     (57,248)
  Real estate...............................................        (998)      (1,676)        (642)
  Short-term investments....................................      (1,632)      (2,124)      (5,844)
  Other investments.........................................     (16,343)      (6,026)     (23,073)
Proceeds from sale of investments:
  Fixed maturity securities available for sale                    14,447       16,419        4,774
  Equity securities -- unaffiliated.........................      24,681       19,914       18,676
  Equity securities -- affiliated...........................          --           --          190
  Real estate...............................................      14,117        1,723          951
  Other investments.........................................       4,166          649        7,949
Proceeds from maturities or repayment of investments:
  Fixed maturity securities held to maturity................    $ 84,662    $  68,069    $  71,317
  Fixed maturity securities available for sale..............      68,338       45,942       36,519
  Mortgage loans on real estate.............................      37,810       49,750       34,594
  Real estate...............................................          --           --           --
  Other investments.........................................       5,325        6,278       15,106
  Short-term investments....................................         958        3,050       16,571
Purchase of property and equipment..........................      (4,002)      (5,413)      (3,711)
Proceeds from sale of property and equipment................          43           45           78
Net change in loans on insurance policies...................      (3,377)      (2,622)       1,252
Closed block investing activities...........................         178           --           --
                                                                --------    ---------    ---------
  Net cash from investing activities........................     (61,652)     (47,091)     (65,220)
                                                                --------    ---------    ---------
</TABLE>
    
 
The accompanying notes to consolidated financial statements are an integral part
of these statements.
 

                                    F-II- 6

<PAGE>
 
                         AMERITAS LIFE INSURANCE CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
   
<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31
                                                                ----------------------------------
                                                                  1998        1997         1996
                                                                --------    ---------    ---------
<S>                                                             <C>         <C>          <C>
FINANCING ACTIVITIES
Contribution for minority interest in subsidiary............          --        1,530       22,445
Net change in accumulated contract values...................     (30,380)     (34,584)     (47,186)
Closed block financing activities...........................         692           --           --
                                                                --------    ---------    ---------
  Net cash from financing activities........................     (29,688)     (33,054)     (24,741)
                                                                --------    ---------    ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............      (4,120)       5,997       (4,622)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............      83,139       77,142       81,764
                                                                --------    ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................    $ 79,019    $  83,139    $  77,142
                                                                ========    =========    =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes..................................    $ 21,936    $  34,397    $  27,748
NON-CASH FINANCING ACTIVITIES:
  Issuance of common stock..................................    $  7,500    $      --    $      --
  Assets transferred to closed block........................     307,754           --           --
  Liabilities transferred to closed block...................     332,223           --           --
</TABLE>
    
 
The accompanying notes to consolidated financial statements are an integral part
of these statements.
 
                                    F-II- 7
 
<PAGE>

                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND NATURE OF OPERATIONS
 
On September 13, 1997, the Board of Directors of Ameritas Life Insurance Corp.
(Ameritas) adopted the Plan which authorized the reorganization (Reorganization)
of Ameritas into a mutual insurance holding company structure. The Nebraska
Department of Insurance held a public hearing on the Reorganization on October
14, 1997 and approved the Plan on October 24, 1997. The policyowners' of
Ameritas approved the Plan on December 8, 1997 and the Reorganization became
effective on January 1, 1998 (effective date).
 
Pursuant to the Reorganization, Ameritas (i) formed Ameritas Mutual Insurance
Holding Company (AMHC) as a mutual insurance holding company under the insurance
laws of the State of Nebraska, (ii) formed Ameritas Holding Company (AHC) as an
intermediate stock holding company under the general laws of the State of
Nebraska, and (iii) amended and restated its Charter and Articles of
Incorporation to authorize the issuance of capital stock and the continuance of
its existence as a stock life insurance company under the same name. As of the
effective date of the Reorganization, the membership interests and the
contractual rights of the policyowners of Ameritas were separated -- the
membership interests automatically became, by operation of law, membership
interests in AMHC and the contractual rights remained in Ameritas. Each person
who becomes the owner of a designated policy issued by Ameritas after the
effective date of the Reorganization will become a member of AMHC and have a
membership interest in AMHC so long as such policy remains in force. The
membership interests in AMHC follow, and are not severable, from the policy from
which the membership interest in AMHC is derived.
 
On the effective date, Ameritas issued 25 million of its authorized shares of
capital stock to AMHC. AMHC then contributed all of these to AHC in exchange for
20 million shares of its common stock. As a result, AHC directly owns Ameritas,
and AMHC indirectly owns Ameritas, through AHC. The reorganization was accounted
for at historical cost in a manner similar to a pooling of interests.
Accordingly, the accompanying financial statements and disclosures reflect the
operations of Ameritas for all periods presented.
 
Ameritas' insurance operations consist of life and health insurance and annuity
and pension contracts. Ameritas and its subsidiaries operates in all 50 states
and the District of Columbia. Wholly owned insurance subsidiaries include First
Ameritas Life Insurance Corp. Of New York and Pathmark Assurance Company.
Ameritas is also a 66% owner of AMAL Corporation (incorporated March 8, 1996),
which owns 100% of Ameritas Variable Life Insurance Company and Ameritas
Investment Corp. (a broker/dealer). In addition to the subsidiaries noted above,
Ameritas conducts other diversified financial-service-related operations through
the following wholly owned subsidiaries: Veritas Corp (a marketing organization
for low-load insurance products); Ameritas Investment Advisors, Inc. (an advisor
providing investment management services); and Ameritas Managed Dental Plan,
Inc. (A prepaid dental organization).
 
CLOSED BLOCK
 
Effective October 1, 1998 (the Effective Date) Ameritas formed a closed block
(the Closed Block) of policies, under an arrangement approved by the Insurance
Department of the State of Nebraska, to provide for dividends on policies that
were in force on the Effective Date and which were within the classes of
individual policies for which Ameritas had a dividend scale in effect on the
Effective Date. The Closed Block was designed to give reasonable assurance to
owners of affected policies that the assets will be available to support such
policies including maintaining dividend scales in effect at the Effective Date,
if the experience underlying such scales continues. The assets, including
revenue thereon, will accrue solely to the benefit of the owners of policies
included in the block until the block is no longer in effect.
 
                                    F-II- 8

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)
The financial results of the Closed Block, while prepared on a GAAP basis,
reflect the provisions of the approved arrangement and not the actual results of
operations and financial position. The arrangement provides for the level of
expenses charged to the Closed Block, actual expenses related to the Closed
Block operations are charged outside of the Closed Block; therefore the
contribution or loss from the Closed Block does not represent the actual
operations of the Closed Block.
 
Summarized financial information of the Closed Block as of December 31, 1998 and
from October 1, 1998 to December 31, 1998, is as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                CLOSED BLOCK
                                                                ------------
<S>                                                             <C>
ASSETS:
  Fixed maturity securities held to maturity (fair value
     $156,499)..............................................      $148,398
  Fixed maturity securities available for sale (amortized
     cost $53,679)..........................................        56,384
  Mortgage loans on real estate.............................        38,756
  Loans on insurance policies...............................        44,968
  Cash and cash equivalents.................................         1,656
  Accrued investment income.................................         5,537
  Deferred policy acquisition costs.........................        12,364
  Other assets..............................................         1,263
                                                                  --------
     Total Closed Block Assets..............................      $309,326
                                                                  ========
LIABILITIES:
  Policy and contract reserves..............................      $261,180
  Policy and contract claims................................         1,636
  accumulated contract values...............................        59,196
  Dividends payable.........................................        10,613
  Other liabilities.........................................         1,997
                                                                  --------
     Total Closed Block Liabilities.........................      $334,622
                                                                  ========
INCOME, BENEFITS AND EXPENSES:
  Premiums..................................................      $  4,354
  Investment income, net....................................         5,054
  Policy benefits...........................................        (5,123)
  Sales and operating expenses..............................          (812)
  amortization of deferred policy acquisition costs.........          (506)
  Dividends appropriated for policyowners...................        (3,072)
                                                                  --------
     Loss in Closed Block...................................      $   (105)
                                                                  ========
</TABLE>
 
PRINCIPLES OF CONSOLIDATION
 
The consolidated financial statements include the accounts of Ameritas Life
Insurance Corp. and its majority-owned subsidiaries (the Company). These
consolidated financial statements exclude the effects of all material
intercompany transactions.
 
USE OF ESTIMATES
 
The preparation of consolidated 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 consolidated
 
                                    F-II- 9

<PAGE>

                          AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)

financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
 
RECLASSIFICATIONS
 
Certain items on the prior year financial statements have been restated to
conform to current year presentation.
 
The principal accounting and reporting practices followed are:
 
INVESTMENTS
 
The Company classifies its securities into categories based upon the Company's
intent relative to the eventual disposition of the securities. The first
category, held to maturity securities, includes fixed maturity securities which
the Company has the positive intent and ability to hold to maturity. These
securities are carried at amortized cost. The second category, available for
sale securities, may be sold to address the liquidity and other needs of the
Company. Securities classified as available for sale are carried at fair value
on the balance sheet with unrealized gains and losses excluded from operations
and reported as a separate component of stockholder's equity included in
accumulated other comprehensive income, net of related deferred acquisition
costs and income tax effects. The third category, trading securities, is for
debt and equity securities acquired for the purpose of selling them in the near
term. The Company has not classified any of its securities as trading
securities.
 
Equity securities (common stock and nonredeemable preferred stock) are valued at
fair value, and are classified as available for sale.
 
Mortgage loans on real estate are carried at amortized cost less an allowance
for estimated uncollectible amounts. SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan," which was amended by SFAS No. 118, "Accounting by
Creditors for Impairment of a Loan -- Income Recognition and Disclosures,"
requires that an impaired loan be measured at the present value of expected
future cash flows, or alternatively, the observable market price or the fair
value of the collateral. Total impaired loans as of December 31, 1998 and 1997,
and the associated interest income were not material.
 
Investment real estate owned directly by the Company is carried at cost less
accumulated depreciation and allowances for estimated losses. Real estate
acquired through foreclosure is carried at the lower of cost or fair value minus
estimated costs to sell.
 
Other investments primarily include investments in venture capital partnerships
and real estate joint ventures accounted for using the equity method, and
securities owned by the broker dealer subsidiary valued at fair value. Changes
in the fair value of the securities owned by the broker dealer are included in
investment income.
 
Short-term investments are carried at amortized cost, which approximates fair
value.
 
Realized investment gains and losses on sales of securities are determined on
the specific identification method. Write-offs of investments that decline in
value below cost on other than a temporary basis and the change in the
allowances for mortgage loans and wholly owned real estate are included with
realized gains in the consolidated statements of operations.
 
The Company records write-offs or allowances for its investments based upon an
evaluation of specific problem investments. The Company reviews, on a continual
basis, all invested assets to identify
 
                                    F-II- 10

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)

investments where the Company may have credit concerns. Investments with credit
concerns include those the Company has identified as experiencing a
deterioration in financial condition.
 
CASH EQUIVALENTS
 
The Company considers all highly liquid debt securities purchased with a
remaining maturity of less than three months to be cash equivalents.
 
PROPERTY AND EQUIPMENT
 
Property and equipment are carried at cost less accumulated depreciation. The
Company provides for depreciation of property and equipment using straight-line
and accelerated methods over the estimated useful lives of the assets.
 
SEPARATE ACCOUNTS
 
The Company operates separate accounts on which the earnings or losses accrue
exclusively to contractholders. The assets (principally investments) and
liabilities of each account are clearly identifiable and distinguishable from
other assets and liabilities of the Company. The separate accounts are an
investment alternative for pension, variable life, and variable annuity products
which the Company markets. Amounts are reported at fair value.
 
PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS
 
RECOGNITION OF PARTICIPATING AND TERM LIFE, ACCIDENT AND HEALTH AND ANNUITY
PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS
Participating life insurance products include those products with fixed and
guaranteed premiums and benefits on which dividends are paid by the Company.
Premiums on participating and term life products and certain annuities with life
contingencies (immediate annuities) are recognized as premium revenue when due.
Accident and health insurance premiums are recognized as premium revenue over
the time period to which the premiums relate. Benefits and expenses are
associated with earned premiums so as to result in recognition of profits over
the premium-paying period of the contracts. This association is accomplished by
means of the provision for liabilities for future policy benefits and the
amortization of deferred policy acquisition costs.
 
RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO
POLICYOWNERS
Universal life-type policies are insurance contracts with terms that are not
fixed and guaranteed. The terms that may be changed could include one or more of
the amounts assessed the policyowner, premiums paid by the policyowner or
interest accrued to policyowners' balances. Amounts received as payments for
such contracts are reflected as deposits in accumulated contract values and are
not reported as premium revenues.
 
Revenues for universal life-type policies consist of charges assessed against
policy account values for deferred policy loading, mortality risk expense, the
cost of insurance and policy administration. Policy benefits and claims that are
charged to expense include interest credited to contracts and benefit claims
incurred in the period in excess of related policy account balances.
 
                                    F-II- 11

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)

RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYOWNERS
Contracts that do not subject the Company to risks arising from policyowner
mortality or morbidity are referred to as investment contracts. Deposit
administration plans and certain deferred annuities are considered investment
contracts. Amounts received as payments for such contracts are reflected as
deposits in accumulated contract values and are not reported as premium
revenues.
 
Revenues for investment products consist of investment income and policy
administration charges. Contract benefits that are charged to expense include
benefit claims incurred in the period in excess of related contract balances,
and interest credited to contract balances.
 
POLICY ACQUISITION COSTS
 
Those costs of acquiring new business, which vary with and are directly related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable from future premiums. Such costs include
commissions, certain costs of policy issuance and underwriting, and certain
agency expenses.
 
Costs deferred related to term life insurance are amortized over the
premium-paying period of the related policies, in proportion to the ratio of
annual premium revenues to total anticipated premium revenues. Such anticipated
premium revenues are estimated using the same assumptions used for computing
liabilities for future policy benefits.
 
Costs deferred related to participating life, universal life-type policies and
investment-type contracts are amortized generally over the lives of the
policies, in relation to the present value of estimated gross profits from
mortality, investment and expense margins. The estimated gross profits are
reviewed periodically based on actual experience and changes in assumptions.
 
A roll-forward of the amounts reflected in the consolidated balance sheets as
deferred policy acquisition costs is as follows:
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Beginning balance...........................................    $164,564    $146,405    $130,420
Acquisition costs deferred..................................      40,324      36,117      30,611
Amortization of deferred policy acquisition costs...........     (18,584)    (16,441)    (16,790)
Amount transferred to closed block..........................     (12,845)         --          --
Adjustment for unrealized investment (gain)/loss............      (2,258)     (1,517)      2,164
                                                                --------    --------    --------
Ending balance..............................................    $171,201    $164,564    $146,405
                                                                ========    ========    ========
</TABLE>
 
To the extent that unrealized gains or losses on available for sale securities
would result in an adjustment of deferred policy acquisition costs had those
gains or losses actually been realized, the related unamortized deferred policy
acquisition costs are recorded as an adjustment of the unrealized investment
gains or losses included in stockholder's equity.
 
FUTURE POLICY AND CONTRACT BENEFITS
 
Liabilities for future policy benefits for participating and term life contracts
and additional coverages offered under policy riders are calculated using the
net level premium method and assumptions as to investment yields, mortality,
withdrawals and dividends. The assumptions are based on projections of past
 
                                    F-II- 12

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)

experience and include provisions for possible unfavorable deviation. These
assumptions are made at the time the contract is issued. These liabilities are
shown as policy and contract reserves.
 
Liabilities for future policy and contract benefits on universal life-type and
investment-type contracts are based on the policy account balance, and are shown
as accumulated contract values.
 
The liabilities for future policy and contract benefits for group long-term
disability reserves are based upon interest rate assumptions and morbidity and
termination rates from published tables, modified for Company experience.
 
DIVIDENDS TO POLICYOWNERS
 
A portion of the Company's business has been issued on a participating basis.
The amount of policyowners' dividends to be paid is determined annually by the
Board of Directors.
 
INCOME TAXES
 
All companies included in these consolidated financial statements, with the
exception of AMAL and its subsidiaries, files a consolidated life/non-life tax
return. An agreement among the members of the consolidated group provides for
distribution of consolidated tax results as if filed on a separate return basis.
The provision for income taxes includes amounts currently payable and deferred
income taxes resulting from the cumulative differences in assets and liabilities
determined on a tax return and financial statement basis at the current enacted
tax rates.
 
Federal income tax returns have been examined by the Internal Revenue Service
(IRS) through 1995. Management is currently appealing certain adjustments
proposed by the IRS for tax years 1988 and 1990 through 1995, and believes
adequate provisions have been made for any additional taxes which may become due
with respect to the adjustments proposed by the IRS.
 
2. INVESTMENTS
 
Investment income summarized by type of investment was as follows:
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Fixed maturity securities held to maturity..................    $ 53,680    $ 59,700    $ 59,366
Fixed maturity securities available for sale................      33,846      32,605      30,039
Equity securities...........................................       1,783       1,899       1,571
Mortgage loans on real estate...............................      20,312      19,866      19,376
Real estate.................................................      11,871      12,317       9,699
Loans on insurance policies.................................       3,849       4,341       4,265
Other investments...........................................       9,639      15,494       8,572
Short-term investments and cash and cash equivalents........       8,665       4,266       5,069
                                                                --------    --------    --------
  Gross investment income...................................     143,645     150,488     137,957
Investment expenses.........................................      13,543      12,744      11,095
                                                                --------    --------    --------
  Net investment income.....................................    $130,102    $137,744    $126,862
                                                                ========    ========    ========
</TABLE>
 
                                    F-II- 13

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
2. INVESTMENTS -- (CONTINUED)

Net pretax realized investment gains (losses) were as follows:
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Net gains (losses) on disposals, including calls, of
  investments
  Fixed maturity securities held to maturity................    $  2,235    $  1,059    $    237
  Fixed maturity securities available for sale..............       1,906         494         802
  Equity securities.........................................       2,764       6,787      11,439
  Mortgage loans on real estate.............................       1,583         959          66
  Real estate...............................................       5,877         502         136
  Other.....................................................          (2)        564         503
                                                                --------    --------    --------
                                                                  14,363      10,365      13,183
                                                                --------    --------    --------
Provisions for losses on investments
  Mortgage loans on real estate.............................        (100)        (20)        (80)
  Real estate...............................................          25         (50)         --
                                                                --------    --------    --------
Net pretax realized investment gains........................    $ 14,288    $ 10,295    $ 13,103
                                                                ========    ========    ========
</TABLE>
 
Proceeds from sales of securities and gross gains and losses realized on those
sales were as follows:
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1998
                                                                --------------------------------
                                                                PROCEEDS     GAINS       LOSSES
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Fixed maturity securities available for sale................    $ 14,447    $    433    $    302
Equity securities...........................................      24,681       3,874       1,110
                                                                --------    --------    --------
                                                                $ 39,128    $  4,307    $  1,412
                                                                ========    ========    ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1997
                                                                --------------------------------
                                                                PROCEEDS     GAINS       LOSSES
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Fixed maturity securities available for sale................    $ 16,419    $    161    $      8
Equity securities...........................................      19,914       7,725         938
                                                                --------    --------    --------
                                                                $ 36,333    $  7,886    $    946
                                                                ========    ========    ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1996
                                                                --------------------------------
                                                                PROCEEDS     GAINS       LOSSES
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Fixed maturity securities available for sale................    $  4,774    $     30    $    247
Equity securities...........................................      18,676      11,796         357
                                                                --------    --------    --------
                                                                $ 23,450    $ 11,826    $    604
                                                                ========    ========    ========
</TABLE>
 
                                    F-II- 14

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
2. INVESTMENTS -- (CONTINUED)

The amortized cost and fair value of investments in securities by type of
investment were as follows:
 
<TABLE>
<CAPTION>
                                                                     DECEMBER 31, 1998
                                                       ----------------------------------------------
                                                                      GROSS UNREALIZED
                                                       AMORTIZED     ------------------
                                                          COST        GAINS      LOSSES    FAIR VALUE
                                                       ----------    --------    ------    ----------
<S>                                                    <C>           <C>         <C>       <C>
Fixed maturity securities held to maturity
  U.S. Corporate...................................    $  351,099    $ 20,258    $  417    $  370,940
  Mortgage-backed..................................       114,146       6,294        --       120,440
  U.S. Treasury securities and obligations of U.S.
     government agencies...........................        57,879       5,870        --        63,749
  Foreign..........................................        63,295       2,231       112        65,414
                                                       ----------    --------    ------    ----------
     Total fixed maturity securities held to
       maturity....................................       586,419      34,653       529       620,543
                                                       ----------    --------    ------    ----------
Fixed maturity securities available for sale
  U.S. Corporate...................................       305,576      12,361       466       317,471
  Mortgage-backed..................................        80,018       1,295        19        81,294
  Asset-backed.....................................         7,998         202        --         8,200
  U.S. Treasury securities and obligations of U.S.
     government agencies...........................        58,841       4,425        --        63,266
  Foreign..........................................        13,592         668        --        14,260
                                                       ----------    --------    ------    ----------
     Total fixed maturity securities available for
       sale........................................       466,025      18,951       485       484,491
                                                       ----------    --------    ------    ----------
  Equity securities................................        59,411      63,511     1,017       121,905
  Short-term investments...........................         1,341          --        --         1,341
                                                       ----------    --------    ------    ----------
     Total available for sale securities...........       526,777      82,462     1,502       607,737
                                                       ----------    --------    ------    ----------
       Total.......................................    $1,113,196    $117,115    $2,031    $1,228,280
                                                       ==========    ========    ======    ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     DECEMBER 31, 1997
                                                       ----------------------------------------------
                                                                      GROSS UNREALIZED
                                                       AMORTIZED     ------------------
                                                          COST        GAINS      LOSSES    FAIR VALUE
                                                       ----------    --------    ------    ----------
<S>                                                    <C>           <C>         <C>       <C>
Fixed maturity securities held to maturity
  U.S. Corporate...................................    $  448,344    $ 23,764    $  423    $  471,685
  Mortgage-backed..................................       147,741       6,523        14       154,250
  U.S. Treasury securities and obligations of U.S.
     government agencies...........................        82,107       5,764        --        87,871
  Foreign..........................................        76,389       2,769       108        79,050
                                                       ----------    --------    ------    ----------
     Total fixed maturity securities held to
       maturity....................................       754,581      38,820       545       792,856
                                                       ----------    --------    ------    ----------
Fixed maturity securities available for sale
  U.S. Corporate...................................       282,265      11,742       280       293,727
  Mortgage-backed..................................        86,370       1,957       165        88,162
  Asset-backed.....................................         7,997         169        --         8,166
  U.S. Treasury securities and obligations of U.S.
     government agencies...........................        67,342       3,455       242        70,555
  Foreign..........................................        18,857         524         1        19,380
                                                       ----------    --------    ------    ----------
     Total fixed maturity securities available for
       sale........................................       462,831      17,847       688       479,990
                                                       ----------    --------    ------    ----------
  Equity securities................................        59,383      49,893       532       108,744
  Short-term investments...........................           655          --        --           655
                                                       ----------    --------    ------    ----------
     Total available for sale securities...........       522,869      67,740     1,220       589,389
                                                       ----------    --------    ------    ----------
       Total.......................................    $1,277,450    $106,560    $1,765    $1,382,245
                                                       ==========    ========    ======    ==========
</TABLE>
 
                                    F-II- 15

<PAGE>
                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
2. INVESTMENTS -- (CONTINUED)

The amortized cost and fair value of fixed maturity securities by contractual
maturity at December 31, 1998 are shown below. 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.
 
<TABLE>
<CAPTION>
                                                         AVAILABLE FOR SALE        HELD TO MATURITY
                                                        ---------------------    ---------------------
                                                        AMORTIZED      FAIR      AMORTIZED      FAIR
                                                          COST        VALUE        COST        VALUE
                                                        ---------    --------    ---------    --------
<S>                                                     <C>          <C>         <C>          <C>
Due in one year or less.............................    $ 15,916     $ 16,110    $  7,600     $  7,693
Due after one year through five years...............     168,635      175,041     130,762      136,181
Due after five years through ten years..............     150,487      156,680     243,218      257,923
Due after ten years.................................      42,971       47,167      90,693       98,306
Mortgage-backed and asset-backed securities.........      88,016       89,493     114,146      120,440
                                                        --------     --------    --------     --------
  Total.............................................    $466,025     $484,491    $586,419     $620,543
                                                        ========     ========    ========     ========
</TABLE>
 
3. INCOME TAXES
 
The items that give rise to deferred tax assets and liabilities relate to the
following:
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED
                                                                    DECEMBER 31
                                                                --------------------
                                                                  1998        1997
                                                                --------    --------
<S>                                                             <C>         <C>
Net unrealized investment gains.............................    $ 35,211    $ 29,569
Equity in subsidiaries......................................      12,058       9,992
Deferred policy acquisition costs...........................      53,003      47,713
Prepaid expenses............................................       3,903       3,246
Other.......................................................       2,277       2,327
                                                                --------    --------
Gross deferred tax liability................................     106,452      92,847
                                                                --------    --------
Future policy and contract benefits.........................      38,333      30,593
Deferred future revenues....................................       5,845       6,091
Policyowner dividends.......................................       3,715       3,547
Pension and postretirement benefits.........................       2,917       2,715
Other.......................................................       4,847       3,665
                                                                --------    --------
Gross deferred tax asset....................................      55,657      46,611
                                                                --------    --------
  Net deferred tax liability................................    $ 50,795    $ 46,236
                                                                ========    ========
</TABLE>
 
The difference between the U.S. federal income tax rate and the consolidated tax
provision rate is summarized as follows:
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED
                                                                    DECEMBER 31
                                                                --------------------
                                                                1998    1997    1996
                                                                ----    ----    ----
<S>                                                             <C>     <C>     <C>
Federal statutory tax rate..................................    35.0%   35.0%   35.0%
Equity in subsidiaries......................................    2.6     2.4      1.2
Surplus tax.................................................     --     (2.7)    7.1
Other.......................................................    (2.1)   0.9     (1.5)
                                                                ----    ----    ----
  Effective tax rate........................................    35.5%   35.6%   41.8%
                                                                ====    ====    ====
</TABLE>
 
The "surplus tax," IRC Section 809, is an imputation of income to mutual life
insurance companies according to a formula based on a comparison of the returns
of equity of the mutual and stock segments of the life insurance industry. The
Company's provision for its surplus tax is based on the Company's best estimate
of what its final surplus tax will be.
 
                                    F-II- 16
<PAGE>
                        AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
4. EMPLOYEE AND AGENT BENEFIT PLANS
 
The Company has a noncontributory defined benefit plan covering substantially
all employees. Plan benefits are based on years of credited service and the
employee's compensation during the last five years of employment. The Company's
funding policy is to make contributions each year at least equal to the minimum
funding requirements for tax-qualified retirement plans. Pension costs include
current service costs, which are accrued and funded on a current year basis, and
past service costs, which are amortized over the average remaining service life
of all employees on the adoption date. The assets of the plan are not
segregated.
 
The Company also provides certain health care benefits to retired employees.
These benefits are a specified percentage of premium until age 65 and a flat
dollar amount thereafter. Employees become eligible for these benefits upon the
attainment of age 55, 15 years of service and participation in the Company
medical plan for the immediately preceding five years.
 
The following tables provide a reconciliation of the changes in the plans'
benefit obligations and fair value of assets over the two-year period ending
December 31, 1998, and a statement of the funded status as of December 31 of
both years:
 
<TABLE>
<CAPTION>
                                                             PENSION BENEFITS       OTHER BENEFITS
                                                            ------------------    ------------------
                                                             1998       1997       1998       1997
                                                            -------    -------    -------    -------
<S>                                                         <C>        <C>        <C>        <C>
Reconciliation of benefit obligation
  Benefit obligation at beginning of year...............    $23,232    $20,261    $ 4,498    $ 4,746
  Service cost..........................................      1,970      1,408        141        158
  Interest cost.........................................      1,777      1,496        251        304
  Actuarial (gain)/loss.................................      4,488      1,023       (711)      (552)
  Benefits paid.........................................       (721)      (956)      (155)      (158)
                                                            -------    -------    -------    -------
  Benefit obligation at end of year.....................    $30,746    $23,232    $ 4,024    $ 4,498
                                                            =======    =======    =======    =======
Reconciliation of fair value of plan assets
  Fair value of plan assets at beginning of year........    $24,271    $20,153    $ 1,767    $ 1,252
  Actual return on plan assets..........................      2,517      3,330        120         90
  Employer contributions................................      2,201      1,744         --        425
  Benefits paid.........................................       (721)      (956)        --         --
                                                            -------    -------    -------    -------
  Fair value of plan assets at end of year..............    $28,268    $24,271    $ 1,887    $ 1,767
                                                            =======    =======    =======    =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                             PENSION BENEFITS       OTHER BENEFITS
                                                            ------------------    ------------------
                                                             1998       1997       1998       1997
                                                            -------    -------    -------    -------
<S>                                                         <C>        <C>        <C>        <C>
Funded Status
  Funded status at end of year..........................    $(2,478)   $ 1,039    $(2,137)   $(2,731)
  Unrecognized net actuarial (gain)/loss................      3,086       (875)    (2,075)    (1,498)
  Unrecognized prior service cost.......................      1,143      1,236        (15)       (18)
                                                            -------    -------    -------    -------
  Prepaid/(accrued) benefit cost........................    $ 1,751    $ 1,400    $(4,227)   $(4,247)
                                                            =======    =======    =======    =======
</TABLE>
 
                                    F-II- 17
<PAGE>

                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
4. EMPLOYEE AND AGENT BENEFIT PLANS -- (CONTINUED)

Periodic pension expense for the Company included the following components:
 
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31
                                                                -----------------------------
                                                                 1998       1997       1996
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
Service cost................................................    $ 1,970    $ 1,408    $ 1,223
Interest cost...............................................      1,777      1,496      1,866
Expected return on plan assets..............................     (2,517)    (3,329)    (2,817)
Amortization of transition (asset) obligation...............         94         94         94
Amortization of net loss....................................        526      1,742        838
                                                                -------    -------    -------
Net periodic benefit cost...................................    $ 1,850    $ 1,411    $ 1,204
                                                                =======    =======    =======
</TABLE>
 
Periodic postretirement medical expense for the Company included the following
components:
 
<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31
                                                                -----------------------
                                                                1998     1997     1996
                                                                -----    -----    -----
<S>                                                             <C>      <C>      <C>
Service cost................................................    $ 141    $ 158    $ 177
Interest cost...............................................      251      304      315
Expected return on plan assets..............................     (124)     (89)     (57)
Amortization of prior service cost..........................       (2)      --       --
Amortization of net gain....................................     (130)     (77)     (35)
                                                                -----    -----    -----
Net periodic benefit cost...................................    $ 136    $ 296    $ 400
                                                                =====    =====    =====
</TABLE>
 
The assumptions used in the measurement of the Company's benefit obligation are
shown in the following table:
 
<TABLE>
<CAPTION>
                                                                  PENSION
                                                                  BENEFITS      OTHER BENEFITS
                                                                ------------    --------------
                                                                1998    1997    1998     1997
                                                                ----    ----    -----    -----
<S>                                                             <C>     <C>     <C>      <C>
Weighted-average assumptions as of December 31
  Discount rate.............................................    6.75    7.25    6.75     7.25
  Expected return on plan assets............................    8.00    8.00    7.50     7.50
  Rate of compensation increase.............................    4.50    4.50      --       --
</TABLE>
 
The assumed health care trend line rate used in measuring the accumulated
postretirement benefit obligation, for pre-65 employees, was 7.5% in 1997
decreasing linearly each successive year until it reaches 5.5% in 1999, after
which it remains constant.
 
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A 1% change in health care trend rates would
have the following effects:
 
<TABLE>
<CAPTION>
                                                                1% INCREASE    1% DECREASE
                                                                -----------    -----------
<S>                                                             <C>            <C>
Effect on total of service and interest cost components of
  net periodic postretirement health care benefit cost......       $  17          $ (17)
Effect on the health care component of the accumulated
  postretirement benefit obligation.........................       $ 117          $(131)
</TABLE>
 
The Company's employees and agents also participate in defined contribution
plans that cover substantially all full-time employees and agents. Company
contributions were $852 in 1998, $868 in 1997 and $800 in 1996.
 
                                    F-II- 18

<PAGE>

                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
5. INSURANCE REGULATORY MATTERS
 
STATUTORY SURPLUS AND NET INCOME
 
Net income of Ameritas and its insurance subsidiaries, as determined in
accordance with statutory accounting practices, was $41,019, $47,200, and
$44,100 for 1998, 1997 and 1996, respectively and statutory surplus was
$357,700, $311,300, and $257,300 at December 31, 1998, 1997 and 1996,
respectively. Insurance companies are required to maintain a certain level of
surplus to be in compliance with state laws and regulations. Surplus is
monitored by state regulators to ensure compliance with risk based capital
requirements.
 
Under statutes of the Insurance Department of Nebraska, the amount of dividends
payable to stockholders are limited.
 
6. REINSURANCE
 
In the ordinary course of business, the Company assumes and cedes reinsurance
with other insurers and reinsurers. These arrangements provide greater
diversification of business and limit the maximum net loss potential on large
risks.
 
The effect of reinsurance on premiums earned is as follows:
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Assumed.....................................................    $ 32,191    $  9,740    $  6,344
Ceded.......................................................     (12,261)    (10,777)    (12,549)
                                                                --------    --------    --------
                                                                $ 19,930    $ (1,037)   $ (6,205)
                                                                ========    ========    ========
</TABLE>
 
The Company remains contingently liable in the event that a reinsurer is unable
to meet the obligations ceded under the reinsurance agreement.
 
7. RESERVE FOR UNPAID CLAIMS
 
The change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:
 
<TABLE>
<CAPTION>
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Balance at January 1........................................    $ 22,433    $ 17,957    $ 14,925
Reinsurance reserves (net)..................................      (1,748)        (89)        121
                                                                --------    --------    --------
                                                                  20,685      17,868      15,046
                                                                --------    --------    --------
Incurred related to:
  Current year..............................................     186,940     132,940     117,610
  Prior year................................................      (6,678)     (4,675)     (2,051)
                                                                --------    --------    --------
     Total incurred.........................................     180,262     128,265     115,559
                                                                --------    --------    --------
Paid related to:
  Current year..............................................     161,843     112,255      99,742
  Prior year................................................      14,007      13,193      12,995
                                                                --------    --------    --------
     Total paid.............................................     175,850     125,448     112,737
                                                                --------    --------    --------
                                                                  25,097      20,685      17,868
Reinsurance reserves (net)..................................       2,561       1,748          89
                                                                --------    --------    --------
Balance at December 31......................................    $ 27,658    $ 22,433    $ 17,957
                                                                ========    ========    ========
</TABLE>
 
                                    F-II- 19

<PAGE>

                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
7. RESERVE FOR UNPAID CLAIMS -- (CONTINUED)

The liability for unpaid accident and health claims and claim adjustment
expenses is included in policy and contract claims on the consolidated balance
sheets.
 
8. COMMITMENTS AND CONTINGENCIES
 
INVESTMENTS
 
Securities commitments of $30,545 and $25,848, and mortgage loan and real estate
commitments of $8,284 and $17,742 were outstanding for investments to be
purchased in subsequent years as of December 31, 1998 and 1997, respectively.
These commitments have been made in the normal course of investment operations
and are not reflected in the accompanying financial statements. The Company's
exposure to credit loss is represented by the contractual notional amount of
those instruments. The Company uses the same credit policies and collateral
requirements in making commitments and conditional obligations as it does for
on-balance sheet instruments.
 
LINE OF CREDIT
 
The Company has a $25,000 unsecured line of credit available at December 31,
1998. No balance was outstanding at any time during 1998 or 1997.
 
STATE LIFE AND HEALTH GUARANTY FUNDS
 
As a condition of doing business, all states and jurisdictions have adopted laws
requiring membership in life and health insurance guaranty funds. Member
companies are subject to assessments each year based on life, health or annuity
premiums collected in the state. In some states these assessments may be applied
against premium taxes. The Company has estimated its costs related to past
insolvencies and has provided a reserve included in other liabilities of $2,650
and $2,325 as of December 31, 1998 and 1997, respectively.
 
LITIGATION
 
From time to time, the Company and its subsidiaries is subject to litigation in
the normal course of business. Management does not believe that the Company is
party to any such pending litigation which would have a material adverse effect
on its financial statements or future operations.
 
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The following disclosures are made regarding fair value information about
certain financial instruments for which it is practicable to estimate that
value. 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, in many cases, could not be realized on immediate
settlement of the instrument. All nonfinancial instruments are excluded from
disclosure requirements.
 
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company.
 
The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1998 and 1997. Although management is
not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date; therefore, current estimates of
fair value may differ significantly from the amounts presented herein.
 
                                    F-II- 20

<PAGE>

                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
9. FAIR VALUE OF FINANCIAL INSTRUMENTS -- (CONTINUED)

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for each class of financial instrument for which it is
practicable to estimate a value:
 
          FIXED MATURITY SECURITIES -- For publicly traded securities, fair
     value is determined using an independent pricing source. For securities
     without a readily ascertainable fair value, the value has been determined
     using an interest rate spread matrix based upon quality, weighted average
     maturity and Treasury yields.
 
          EQUITY SECURITIES -- For publicly traded securities, fair value is
     determined using prices from an independent pricing source.
 
          LOANS ON INSURANCE POLICIES -- Fair value for loans on insurance
     policies is estimated using a discounted cash flow analysis at interest
     rates currently offered for similar loans. Loans on insurance policies with
     similar characteristics are aggregated for purposes of the calculations.
 
          MORTGAGE LOANS ON REAL ESTATE -- Mortgage loans in good standing are
     valued on the basis of discounted cash flow. The interest rate that is
     assumed is based upon the weighted average term of the mortgage and
     appropriate spread over Treasuries.
 
          OTHER INVESTMENTS -- Fair value for venture capital partnerships is
     estimated based on values as last reported by the partnership and
     discounted for their lack of marketability. Real estate partnerships are
     carried on the equity method and are excluded from the fair value
     disclosure.
 
          SHORT-TERM INVESTMENTS -- The carrying amount approximates fair value
     because of the short maturity of these instruments.
 
          CASH AND CASH EQUIVALENTS -- The carrying amounts equal fair value.
 
          ACCRUED INVESTMENT INCOME -- Fair value equals book value.
 
          ACCUMULATED CONTRACT VALUES -- Funds on deposit with a fixed maturity
     are valued at discounted present value using market interest rates. Funds
     on deposit which do not have fixed maturities are carried at the amount
     payable on demand at the reporting date, which approximates fair value.
 
          COMMITMENTS -- The estimated fair value of commitments approximates
     carrying value because the fees currently charged for these arrangements
     and the underlying interest rates approximate market.
 
                                    F-II- 21

<PAGE>

                         AMERITAS LIFE INSURANCE CORP.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)
 
9. FAIR VALUE OF FINANCIAL INSTRUMENTS -- (CONTINUED)

Estimated fair values are as follows:
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                        ------------------------------------------------
                                                                 1998                      1997
                                                        ----------------------    ----------------------
                                                        CARRYING                  CARRYING
                                                         AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                        --------    ----------    --------    ----------
<S>                                                     <C>         <C>           <C>         <C>
Financial assets:
  Fixed maturity securities
     Held to maturity...............................    $586,419    $  620,543    $754,581    $  792,856
     Available for sale.............................     484,491       484,491     479,990       479,990
  Equity securities.................................     121,905       121,905     108,744       108,744
  Loans on insurance policies.......................      29,047        30,332      70,638        63,356
  Mortgage loans on real estate.....................     222,151       238,006     228,709       240,583
  Other investments.................................      23,901        28,391      22,717        32,466
  Short-term investments............................       1,341         1,341         655           655
  Cash and cash equivalents.........................      79,019        79,019      83,139        83,139
  Accrued investment income.........................      20,104        20,104      25,186        25,186
Financial liabilities:
  Accumulated contract values excluding amounts held
     under insurance contracts......................     783,275       786,152     764,505       764,998
</TABLE>
 
10. SUBSEQUENT EVENT
 
In September, 1998, Ameritas and Acacia Life Insurance Company (Acacia) agreed
in principle that all of Acacia Financial Group, Ltd.'s (the stock holding
company of Acacia) outstanding common stock, would be acquired by Ameritas
Holding Company in a business combination accounted for as a pooling of
interests. This merger became effective January 1, 1999. In addition the members
interest in Acacia Mutual Holding Corporation were merged with those of Ameritas
Mutual Insurance Holding Company. Concurrently, the name was changed to Ameritas
Acacia Mutual Holding Company. Historical financial information presented in
future reports will be restated to included the financial information of the
merged companies.
 
The following summarized unaudited data gives effect to the acquisition as if
the combination had been consummated. The most current combined financial
information available is as of September 30, 1998.
 
<TABLE>
<CAPTION>
                                                                SEPTEMBER 30,    DECEMBER 31,
                                                                    1998             1997
                                                                -------------    ------------
<S>                                                             <C>              <C>
Assets......................................................     $6,049,266       $5,740,880
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                     YEARS ENDED
                                                           FOR THE NINE MONTH        DECEMBER 31
                                                              PERIOD ENDED       --------------------
                                                           SEPTEMBER 30, 1998      1997        1996
                                                           ------------------    --------    --------
<S>                                                        <C>                   <C>         <C>
Income.................................................         $619,170         $721,568    $664,578
Net Income.............................................         $ 39,363         $ 62,341    $ 44,505
</TABLE>
 
                                    F-II- 22


<PAGE>

APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS AND ACCUMULATION VALUES

The following  tables  illustrate  how the Net Cash  Surrender  Values and Death
Benefits of a Policy may change with the investment  experience of the Fund. The
tables  show how the Net Cash  Surrender  Values and Death  Benefits of a Policy
issued  to  an  Insured  of  a  given  age  and  specified   underwriting   risk
classification  who pays the given  premium at issue would vary over time if the
investment  return on the  assets  held in each  portfolio  of the Funds  were a
uniform, gross, after-tax annual rate of 0%, 6%, or 12%. The tables on pages A-2
through A-5 illustrate a Policy issued to a male, age 45, under a Preferred rate
non-smoker underwriting risk classification. This policy provides for a standard
smoker and non-smoker,  and preferred  non-smoker  classification  and different
rates for certain  Specified  Amounts.  The Net Cash Surrender  Values and Death
Benefits  would be  different  from those shown if the gross  annual  investment
rates of return averaged 0%, 6%, and 12% over a period of years,  but fluctuated
above and below those  averages for individual  Policy Years,  or if the Insured
were assigned to a different underwriting risk classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The following  columns show the Net Cash  Surrender  Values and the Death
Benefits for uniform  hypothetical  rates of return shown in these  tables.  The
tables on pages A-3 and A-4 are based on the current  Cost of  Insurance  Rates,
current  expense  deductions  and the current  percent of premium  loads.  These
reflect the basis on which Ameritas  currently  sells its Policies.  The maximum
Cost of  Insurance  Rates  allowable  under the  Policy  are based upon the 1980
Commissioner's  Standard  Ordinary  Smoker  and  Non-Smoker,   Male  and  Female
Mortality Tables.  Ameritas anticipates reflecting future improvements in actual
mortality  experience through adjustments in the current Cost of Insurance Rates
actually applied.  Ameritas also anticipates  reflecting any future improvements
in expenses  incurred by applying  lower  percent of premiums of loads and other
expense  deductions.  The Death  Benefits and cash values shown in the tables on
pages A-3 and A-5 are based on the assumption that the maximum allowable Cost of
Insurance Rates as described  above  ("guaranteed  cost") and maximum  allowable
expense deductions are made throughout the life of the Policy.

The amounts shown for the Net Cash Surrender  Values and Death Benefits  reflect
the fact that the net  investment  return of the  Subaccounts  is lower than the
gross,  after-tax return of the assets held in the Funds as a result of expenses
paid by the Fund and charges  levied against the  Subaccounts.  The values shown
take into  account  an  average  of the daily  expenses  paid by each  portfolio
available  for  investment  (the  equivalent  to an annual  rate of 1.50% of the
aggregate  average  daily net  assets  of the  Fund),  and the  daily  charge by
Ameritas to each  Subaccount for assuming  mortality and expense risks (which is
equivalent  to a charge at an annual  rate of 0.60% for Policy  Years 1 - 15 and
 .30% thereafter on pages A-2 and A-4 and at an annual rate of .60% for all years
on pages  A-3 and A-5 of the  average  net  assets of the  Subaccounts).  Berger
Associates has voluntarily  agreed to waive its advisory fee and has voluntarily
reimbursed the Funds for additional expenses to the extent that normal operating
expenses  in any  fiscal  year,  including  the  management  fee  but  excluding
brokerage  commissions,  interest,  taxes and extraordinary  expenses, of Berger
IPT-100 Fund exceed 1.00%, and the normal operating  expenses in any fiscal year
of the Berger  IPT-Small  Company  Growth Fund exceed 1.15%,  of the  respective
Fund's  average daily net assets.  NBMI has agreed to reimburse  each  Neuberger
Berman  Portfolio  for its  operating  expenses  and its pro  rata  share of its
corresponding  series' operating  expenses,  excluding the compensation of NBMI,
taxes, interest,  extraordinary expenses, brokerage commissions, and transaction
costs that exceed 1% of the  portfolio's  average  daily net asset value.  These
agreements are expected to continue in future years but may be terminated at any
time. The illustrated gross annual investment rates of return of 0%, 6%, and 12%
were computed after  deducting  these amounts and correspond to approximate  net
annual  rates of  -2.10%,  3.90%,  and 9.90% for years 1-15 and  -1.80%,  4.20%,
10.20%   thereafter  on  pages  A-2  and  A-4  and  -2.10%,   3.90%,  and  9.90%
respectively, on pages A-3 and A-5.

The  hypothetical  values  shown in the  tables do not  reflect  any  additional
charges for federal  income tax burden  attributable  to Separate  Account LLVL,
since Ameritas is not currently making such charges.  However,  such charges may
be made in the future and, in that event,  the gross annual  investment  rate of
return  would  have to exceed 0 percent,  6 percent,  or 12 percent by an amount
sufficient  to cover the tax charges in order to produce the Death  Benefits and
values illustrated. (See the section on Federal Tax Matters.)

The  tables  illustrate  the Policy  values  that  would  result  based upon the
hypothetical  investment  rates of return if premiums are paid as indicated,  if
all net premiums are allocated to Separate  Account LLVL, and if no Policy loans
have been made.  The tables  are also based on the  assumptions  that the Policy
Owner has not requested an increase or decrease in the initial Specified Amount,
that no  Partial  Withdrawals  have been  made,  and that no more  than  fifteen
transfers  have been made in any Policy  Year so that no transfer  charges  have
been  incurred.  Illustrated  values would be different if the proposed  Insured
were female, a smoker, in substandard risk classification,  or were another age,
or if a higher or lower premium was illustrated.

Upon  request,  AVLIC  will  provide  comparable  illustrations  based  upon the
proposed  Insured's  age, sex and  underwriting  classification,  the  Specified
Amount,  the  Death  Benefit  option,  and  Planned  Periodic  Premium  schedule
requested, and any available riders requested. In addition, upon client request,
illustrations  may be furnished  reflecting  allocation of premiums to specified
Subaccounts.  Such  illustrations  will reflect the expenses of the portfolio in
which the Subaccount invests.

                                     LLSVUL
                                       A-1

                                                     
<PAGE>

       
                                     LLSVUL
                                     A-1(b)


<PAGE>
<TABLE>
<CAPTION>
<S>         <C>                        <C>         <C>                  <C>        <C>                <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.



Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                           INITIAL SPECIFIED AMOUNT: $500000
                                                DEATH BENEFIT OPTION: A

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-2.10% Net)                   ( 3.90% Net)                     ( 9.90% Net)
                         --------------------------------------------------------------------------------------------------
           Accumulated                 Net                              Net                           Net
 End Of    Premiums At                Cash                             Cash                          Cash
 Policy    5% Interest              Surrender    Death               Surrender   Death             Surrender   Death
  Year      Per Year                  Value     Benefit                Value    Benefit              Value    Benefit
  ----      --------                  -----     -------                -----    -------              -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an annual $6000 premium is paid at the beginning of each Policy Year.
Values would be different if premiums with a different frequency or in different
amounts.  
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AMERITAS OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                     LLSVUL
                                       A-2

                                                      
<PAGE>

<TABLE>
<CAPTION>
<S>         <C>                        <C>         <C>                  <C>        <C>                <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.



Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                           INITIAL SPECIFIED AMOUNT: $500000
                                                DEATH BENEFIT OPTION: A

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-2.10% Net)                   ( 3.90% Net)                     ( 9.90% Net)
                         --------------------------------------------------------------------------------------------------
           Accumulated                 Net                              Net                           Net
 End Of    Premiums At                Cash                             Cash                          Cash
 Policy    5% Interest              Surrender    Death               Surrender   Death             Surrender   Death
  Year      Per Year                  Value     Benefit                Value    Benefit              Value    Benefit
  ----      --------                  -----     -------                -----    -------              -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an annual $6000 premium is paid at the beginning of each Policy Year.
Values would be different if premiums with a different frequency or in different
amounts.  
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AMERITAS OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                     LLSVUL
                                       A-3

                                                      
<PAGE>

<TABLE>
<CAPTION>
<S>         <C>                        <C>         <C>                  <C>        <C>                <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.



Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                           INITIAL SPECIFIED AMOUNT: $500000
                                                DEATH BENEFIT OPTION: A

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-2.10% Net)                   ( 3.90% Net)                     ( 9.90% Net)
                         --------------------------------------------------------------------------------------------------
           Accumulated                 Net                              Net                           Net
 End Of    Premiums At                Cash                             Cash                          Cash
 Policy    5% Interest              Surrender    Death               Surrender   Death             Surrender   Death
  Year      Per Year                  Value     Benefit                Value    Benefit              Value    Benefit
  ----      --------                  -----     -------                -----    -------              -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an  annual $20000  premium is  paid  at the beginning of  each Policy
   Year.  Values would be different if premiums with a different frequency or in
   different amounts.  
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AMERITAS OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                                     LLSVUL
                                       A-4

<PAGE>

<TABLE>
<CAPTION>
<S>         <C>                        <C>         <C>                  <C>        <C>                <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.



Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                           INITIAL SPECIFIED AMOUNT: $500000
                                                DEATH BENEFIT OPTION: A

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-2.10% Net)                   ( 3.90% Net)                     ( 9.90% Net)
                         --------------------------------------------------------------------------------------------------
           Accumulated                 Net                              Net                           Net
 End Of    Premiums At                Cash                             Cash                          Cash
 Policy    5% Interest              Surrender    Death               Surrender   Death             Surrender   Death
  Year      Per Year                  Value     Benefit                Value    Benefit              Value    Benefit
  ----      --------                  -----     -------                -----    -------              -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an  annual $20000 premium is  paid at  the beginning of  each  Policy
   Year.  Values would be different if premiums with a different frequency or in
   different amounts.  
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AMERITAS OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                     LLSVUL
                                       A-5
                                                      

<PAGE>

                           INCORPORATION BY REFERENCE

The Registrant, Ameritas Separate Account LLVL, purchases or will purchase units
from the  portfolios of three funds at the direction of its  policyholders.  The
prospectuses  of these funds will be  distributed  with this  prospectus and are
hereby incorporated by reference. The prospectuses incorporated by reference are
as follows:

                   Neuberger Berman Advisers Management Trust
                            Registration No. 2-88566

                       Berger Institutional Products Trust
                            Registration No. 33-63493

                              Rydex Variable Trust
                           Registration No. 333-57017


<PAGE>

                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that section.

Registrant  makes  the  following   representation   pursuant  to  the  National
Securities Markets Improvements Act of 1996:

Ameritas Life  Insurance  Corp.  represents  that the fees and charges  deducted
under the contract, in the aggregate, are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
insurance company.

                              RULE 484 UNDERTAKING

Ameritas' By-laws provide as follows:

The Company shall  indemnify any person who was, or is a party, or is threatened
to be made a party,  to any  threatened,  pending or completed  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative by reason
of the fact that he is or was a director, officer, or employee of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise,  against expenses including  attorney's fees,  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or  proceeding  to the full extent  authorized by the laws of
Nebraska.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.

<PAGE>
                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas Life Insurance Corp. Separate Account LLVL,  certifies that it has duly
caused this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Lincoln, County of Lancaster,  State of
Nebraska on this 5th day of April, 1999.


                                                   AMERITAS LIFE INSURANCE CORP.
                                               SEPARATE ACCOUNT LLVL, Registrant

                                        AMERITAS LIFE INSURANCE CORP., Depositor




Attest: /s/Donald R. Stading             By: /s/Lawrence J. Arth
        ---------------------                ---------------------
              Secretary                      Chairman of the Board              


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the  Directors  and Principal  Officers of Ameritas
Life Insurance Corp. on the dates indicated.



         SIGNATURE                  TITLE                             DATE
         ---------                  -----                             ----


/s/Lawrence J. Arth     Director, Chairman of the Board            April 5, 1999
- --------------------     and Chief Executive Officer
   Lawrence J. Arth                      


/s/Kenneth C. Louis         Director, President and                April 5, 1999
- ---------------------       Chief Operating Officer
   Kenneth C. Louis


/s/Donald R. Stading    Senior Vice President, Secretary and       April 5, 1999
- --------------------        Corporate General Counsel
   Donald R. Stading


/s/Jon C. Headrick        Executive Vice President-Investments      Aril 5, 1999
- ----------------------             and Treasurer      
   Jon C. Headrick                


/s/JoAnn M. Martin          Senior Vice President and              April 5, 1999
- ----------------------       Chief Financial Officer 
   JoAnn M. Martin    


/s/James P. Abel                    Director                       April 5, 1999
- ----------------------
   James P. Abel


/s/Duane W. Acklie                  Director                       April 5, 1999
- ----------------------
   Duane W. Acklie


/s/Robert W. Clyde                  Director                       April 5, 1999
- ----------------------


<PAGE>


         SIGNATURE                  TITLE                             DATE
         ---------                  -----                             ----


/s/William W. Cook, Jr.           Director                         April 5, 1999
- -----------------------     
   William W. Cook, Jr.                             


/s/Bert A. Getz                   Director                         April 5, 1999
- ----------------------
   Bert A. Getz   


/s/James R. Knapp                 Director                         April 5, 1999
- ----------------------
   James R. Knapp        


/s/Robert F. Krohn                Director                         April 5, 1999
- ---------------------
   Robert F. Krohn


/s/Wilfred J. Maddux              Director                         April 5, 1999
- ---------------------
   Wilfred J. Maddux


/s/Charles T. Nason               Director                         April 5, 1999
- ---------------------
   Charles T. Nason


/s/Paul C. Schorr, III            Director                         April 5, 1999
- ----------------------
   Paul C. Schorr, III


/s/William C. Smith               Director                         April 5, 1999
- ----------------------
   William C. Smith


/s/Neal E. Tyner                  Director                         April 5, 1999
- ----------------------
   Neal E. Tyner


/s/Winston J. Wade                Director                         April 5, 1999
- ----------------------
   Winston J. Wade



<PAGE>




                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   The prospectus  consisting of 92 pages. 
   The undertaking to file reports.  
   The undertaking pursuant to Rule 484. 
   Representation pursuant to Rule 6e-3(T).
   The signatures.
   Written consents of the following:
     (a)
     (b) Donald R. Stading
     (c)

The following exhibits:

1.  The following  exhibits  correspond to those  required by paragraph A of the
    instructions  as to exhibits in Form N-8B-2.  
    (1)   Resolution of the Board of Directors of Ameritas Authorizing 
          Establishment of the Account.*
    (2)   Not applicable.
    (3)   (a) Principal Underwriting Agreement.*  
          (b) Proposed form of Selling Agreement.**
          (c) Commission Schedule. - To be filed by later amendment
    (4)   Not applicable.
    (5)   (a)  Proposed form of Policy. - To be filed by later amendment  
          (b)  Proposed form of Policy Riders.- To be filed by later amendment
    (6)   (a)  Articles of Incorporation of Ameritas.*  
          (b)  Bylaws of Ameritas.****
    (7)   Not applicable.
    (8)   (a) Participation Agreement in the Neuberger Berman Advisers 
              Management Trust.**
          (b) Participation Agreement(Berger IPT).***  
          (c) Participation Agreement(Rydex): to be filed. 
    (9)   Not applicable.
    (10)  Application for Policy. - To be filed by later amendment

 2. (a)(b) Opinion and Consent of Donald R. Stading, Senior Vice President, 
           Secretary and Corporate General Counsel
 3. No financial  statements will be omitted from the final Prospectus  pursuant
    to Instruction  1(b) or (c) of Part I. 
 4. Not applicable. 
 5. Not applicable 
 6. Opinion and Consent of Actuary - to be filed by later  amendment  
 7. Consent of  Independent  Auditors  - to be filed by later  amendment  
 8.  Form of Notice of  Withdrawal  Right and Refund pursuant to Rule 6e-3(T)(b)
    (13)(viii)  under the Investment Company Act of 1940.*
- -------------

*    Incorporated  by reference to  Post-Effective  Amendment No. 4 for  Amerita
Life Insurance  Corp. Separate  Account LLVL. File No. 33-86500, filed  April 3,
1998.

**   Incorporated   by   reference  to  the   initial Registration Statement for
Ameritas  Life  Insurance Corp. Separate  Account LLVA. File No. 333-5529, filed
June 7, 1996.

***   Incorporated by  reference  to  Pre-Effective   Amendment  No.  1  to  the
Registration  Statement for  Ameritas Life  Insurance Corp. Separate  Account 
LLVA, File No. 333-5529, filed October 3, 1996.

**** Incorporated by reference to  Post-Effective  Amerndment No. 5 for Ameritas
Life  Insurance  Corp.  Separate  Account LLVL, file  no.   33-86500,  filed  on
February 26, 1999.
                                                

<PAGE>
                                  EXHIBIT INDEX


EXHIBIT                                                          PAGE
- -------                                                          ----

3.(a)(b)       Opinion and Consent of Donald R. Stading



April 12, 1999


Ameritas Life Insurance Corp.
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska  68501

Gentlemen:

With reference to the Registration  Statement on Form S-6 filed by Ameritas Life
Insurance Corp. and Ameritas Life Insurance Corp. Separate Account LLVL with the
Securities  & Exchange  Commission  covering  flexible  premium  life  insurance
policies, I have examined such documents and such laws as I considered necessary
and appropriate, and on the basis of such examination, it is my opinion that:

   1.    Ameritas Life Insurance  Corp. is duly  organized and validly  existing
         under the laws of the State of Nebraska and has been duly authorized to
         issue  individual  flexible  premium  variable  life  policies  by  the
         Insurance Department of the State of Nebraska.

   2.    Ameritas  Life  Insurance  Corp.   Separate  Account  LLVL  is  a  duly
         authorized and existing  separate account  established  pursuant to the
         provisions  of  Section  44-402.01  of the  Statutes  of the  State  of
         Nebraska.

   3.    The  flexible   premium   variable  life   policies,   when  issued  as
         contemplated by said Form S-6 Registration  Statement,  will constitute
         legal,   validly  issued  and  binding  obligations  of  Ameritas  Life
         Insurance Corp.

I hereby  consent to the  filing of this  opinion as an exhibit to said Form S-6
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus contained in the Registration Statement.

Sincerely,

/s/Donald R. Stading

Donald R. Stading
Senior Vice President,
Secretary and Corporate General Counsel



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