<PAGE> 1
As filed with the Securities and Exchange Commission on
February 29, 2000
Registration No. 333-76359
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
to
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.
SEPARATE ACCOUNT LLVL
(EXACT NAME OF REGISTRANT)
-----------------------
AMERITAS LIFE INSURANCE CORP.
(Depositor)
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
effective date.
It is proposed that this filing will become effective:
___ Immediately upon filing pursuant to paragraph (b).
___ On ______________ pursuant to paragraph (b).
___ 60 days after filing pursuant to paragraph (a)(1).
_X_ On May 1, 2000 pursuant to paragraph (a)(1) of Rule 485.
<PAGE> 2
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. The Separate Account
6. The Separate Account
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: Calvert Variable Series, Inc. Ameritas
Portfolios; Calvert Variable Series, Inc.; Variable Insurance
Products Fund; Variable Insurance Products Fund II; Neuberger
Berman Advisers Management Trust; Deutsche Asset Management VIT
Funds; Rydex Variable Trust
17. Summary; Policy Rights
18. The Funds; Calvert Variable Series, Inc. Ameritas Portfolios;
Calvert Variable Series, Inc.; Variable Insurance Products Fund;
Variable Insurance Products Fund II; Neuberger Berman Advisers
Management Trust; Deutsche Asset Management VIT Funds; Rydex
Variable Trust
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 Required
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
<PAGE> 3
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
44. Accumulation Value, Payment and Allocation of Premiums
45. Not Applicable
46. The Funds; Accumulation Value
47. The Funds
48. State Regulation
49. Not Applicable
50. The Separate Account
51. Cover Page; Summary; Policy Benefits; Payment and Allocation of
Premiums; 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> 4
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. There is no
benefit payable on the death of the first Insured. 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 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 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 Calvert Variable Series, Inc. Ameritas Portfolios ("Ameritas
Portfolios"), Deutsche Asset Management VIT Funds ("Deutsche VIT"), Calvert
Variable Series, Inc. ("CVS Social Portfolios"), Variable Insurance Products
Fund ("VIP") and Variable Insurance Products Fund II ("VIP II") (collectively,
"Fidelity Portfolios"), Neuberger Berman Advisers Management Trust ("Neuberger
Berman AMT"),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 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, 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.
May 1, 2000
LLSVUL
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<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS................................................. 3
SUMMARY..................................................... 6
YEAR 2000................................................... 10
AMERITAS, THE SEPARATE ACCOUNT AND THE FUNDS................ 11
Ameritas Life Insurance Corp.............................. 11
The Separate Account...................................... 11
Performance Information................................... 11
The Funds................................................. 12
Investment Objectives and Policies of the Funds'
Portfolios.............................................. 13
Addition, Deletion or Substitution of Investments......... 15
Fixed Account............................................. 16
POLICY BENEFITS............................................. 16
Purposes of the Policy.................................... 16
Death Benefit Proceeds.................................... 17
Death Benefit Options..................................... 17
Methods of Affecting Insurance Protection................. 19
Duration of Policy........................................ 19
Accumulation Value........................................ 19
Payment of Policy Benefits................................ 20
POLICY RIGHTS............................................... 21
Loan Benefits............................................. 21
Surrenders................................................ 22
Partial Withdrawals....................................... 22
Transfers................................................. 22
Systematic Programs....................................... 23
Free Look Privilege....................................... 23
PAYMENT AND ALLOCATION OF PREMIUMS.......................... 24
Issuance of a Policy...................................... 24
Premiums.................................................. 24
Allocation of Premiums and Accumulation Value............. 25
Policy Lapse and Reinstatement............................ 26
CHARGES AND DEDUCTIONS...................................... 26
Deductions From Premium Payments.......................... 27
Charges From Accumulation Value........................... 27
Daily Charges Against the Separate Account................ 28
Fund Expense Summary...................................... 29
GENERAL PROVISIONS.......................................... 31
DISTRIBUTION OF THE POLICIES................................ 33
FEDERAL TAX MATTERS......................................... 33
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................ 37
THIRD PARTY SERVICES........................................ 37
VOTING RIGHTS............................................... 37
STATE REGULATION OF AMERITAS................................ 37
EXECUTIVE OFFICERS AND DIRECTORS OF AMERITAS................ 39
LEGAL MATTERS............................................... 41
LEGAL PROCEEDINGS........................................... 41
EXPERTS..................................................... 41
ADDITIONAL INFORMATION...................................... 41
FINANCIAL STATEMENTS........................................ 41
AMERITAS LIFE INSURANCE CORP. SEPARATE ACCOUNT LLVL......... F-I-1
AMERITAS LIFE INSURANCE CORP................................ F-II-1
APPENDIX A.................................................. A-1
</TABLE>
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> 6
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, which is part of the Monthly
Deduction, to cover the cost of administering the Policy.
AMERITAS ("we, us, our") - Ameritas Life Insurance Corp., a Nebraska stock life
insurance company. Ameritas' 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. 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.
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.
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.
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.
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3
<PAGE> 7
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 for Taxes.
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.
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.
LLSVUL
4
<PAGE> 8
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> 9
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
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PREMIUM PAYMENTS
You can vary amount and frequency.
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- --------------------------------------------------------------------------------
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
LLVL which offers 26 different Subaccounts. The Subaccounts invest in the
corresponding portfolios of Ameritas Portfolios, Deutsche VIT, CVS Social
Portfolios, Fidelity Portfolios, Neuberger Berman AMT, or Rydex.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DEDUCTIONS FROM ASSETS
Monthly charge for Cost of Insurance and cost of any riders.
Monthly charge for administrative expenses of the Policy (maximum charge
$9.00/month plus a charge per month per $1000 of specified amount that varies
by the younger Insured's Issue Age):
<TABLE>
<CAPTION>
CURRENT MONTHLY CHARGE
CURRENT BY ISSUE AGE (/1000/MONTH):
MONTHLY ----------------------------------------------
CHARGE PLUS 20-44 45-54 55-64 65+
------- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Policy Year:
1-5 $0.00 $0.10 $.08 $.05 $.00
6 + $0.00 $0.00 $.00 $.00 $.00
Maximum Monthly Charge: $9.00 Plus $0.10 $.08 $.08 $.05
</TABLE>
Daily charge from the Subaccounts (not deducted from the Fixed Account):
<TABLE>
<CAPTION>
POLICY YEARS 1-15 POLICY YEARS 16+
----------------- ----------------
<S> <C> <C>
Mortality and Expense Risk Charge 0.40% 0.10%
Asset-Based Administrative Expense Charge 0.20% 0.20%
----------------- ----------------
Combined annual rate of Subaccount daily charges 0.60% 0.30%
</TABLE>
There is no surrender charge.
Fund expense charges, which ranged from .30% to 3.41% at the most recent
fiscal year end, are also deducted.
- --------------------------------------------------------------------------------
LLSVUL
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<PAGE> 10
LIVING BENEFITS
You may make partial withdrawals, subject to certain restrictions. The Death
Benefit will be reduced by the amount of the partial withdrawal. Ameritas
guarantees up to 15 free transfers between the Investment Options each Policy
Year. Under current practice, unlimited free transfers are permitted.
You may Surrender the Policy at any time for its Net Cash Surrender Value.
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.
RETIREMENT BENEFITS
Loans may be available on a more favorable interest rate basis after the tenth
Policy Year. Should the Policy lapse while loans are outstanding, the portion of
the loan attributable to earnings will become taxable distributions. (See page
21.) You may Surrender the Policy or make a partial withdrawal and take values
as payments under one or more of five different payment options.
DEATH BENEFITS
Generally, Death Benefit income is income tax free to the Beneficiary. The
Beneficiary may be paid a lump sum or may select any of the five payment
methods available as retirement benefits.
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 Definitions section 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 26 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:
- - payment of a Death Benefit, which will never be less than the Specified Amount
the Policy Owner selects (See the section on Death Benefit Options.)
- - Policy loan, Surrender and withdrawal features (See the section on Policy
Rights.)
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. 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.)
LLSVUL
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<PAGE> 11
You may make transfers among the Investment Options. All transfers are subject
to the limits we set. The Policy's Accumulation Value in Separate Account LLVL
will reflect the amount and frequency of premium payments, the investment
experience of 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 26 investment
portfolios, each of which is a separate series of a mutual fund from Ameritas
Portfolios, Deutsche VIT, CVS Social Portfolios, Fidelity Portfolios, Neuberger
Berman AMT, and Rydex. These portfolios are:
<TABLE>
<S> <C> <C>
- - AMERITAS PORTFOLIOS: - DEUTSCHE VIT: - CVS SOCIAL PORTFOLIOS:
Ameritas Growth Portfolio Equity 500 Index Fund Social Small Cap Growth
Ameritas MidCap Growth Small Cap Index Fund Portfolio
Portfolio EAFE(R) Equity Index Fund Social Mid Cap Growth
Ameritas Small Capitalization Portfolio
Portfolio Social International Equity
Ameritas Growth With Income Portfolio
Portfolio Social Balanced Portfolio
- - FIDELITY PORTFOLIOS: - NEUBERGER BERMAN AMT: - RYDEX:
VIP High Income: Service Class Liquid Assets Portfolio Nova fund
VIP II Contrafund: Service Class Limited Maturity Bond Ursa Fund
VIP II Investment Grade Bond: Portfolio OTC Fund
Initial Class Balanced Portfolio Precious Metals Fund
VIP II Mid Cap: Service Class Guardian Portfolio U.S. Government Bond Fund
Mid-Cap Growth Portfolio Juno Fund
</TABLE>
Details about the investment objectives and policies of each of the available
investment portfolios and management fees and expenses, appear in the sections
on Investment Objectives and Policies of the Funds' Portfolios and Fund Expense
Summary. There is no assurance that these objectives will be met. 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.)
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. There is no benefit payable on the death of the first Insured. 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. (See
the section on Death Benefit Options.)
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
LLSVUL
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<PAGE> 12
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 or the Guaranteed Death Benefit requirements. (See
the section on Premiums.)
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.
On the Issue Date, your initial Net Premium will be allocated to the Liquid
Asset Subaccount for 13 days. 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. (See the section on Issuance of a
Policy.)
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, we will deduct any applicable Percent of Premium Charge for
Taxes and the Net Premium will be allocated to the Subaccounts and/or the Fixed
Account according to your selections. (See the sections on Premiums and
Allocations of Premiums and Accumulation Value.)
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, maximum premium limitations
established under the federal tax laws, and the impact that reduced premium
payments may have on the Net Cash Surrender Value of your Policy. (See the
section on Premiums.)
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. (See the
section on Loan Benefits.)
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%). (See the section on Partial Withdrawals.)
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 3% of each premium as a
Percent of Premium Charge for Taxes. Currently, 3% is deducted for this purpose.
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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. The current Administrative
Expense Charge is $0 per month plus $.10 per month per $1000 of Specified Amount
for Issue Ages 20-44, $.08 for Issue Ages 45-54, $.05 for Issue Ages 55-64, and
$.00 for Issue Ages 65 and over. At the current time we anticipate the
Administrative Expense Charge will reduce to $.00 in year 6 for all ages. 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. No Mortality and Expense Risk Charge will be deducted from the
amounts in the Fixed Account. (See the section on Daily Charges Against the
Separate Account.)
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. (See the section on Fund Expense Summary.)
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. 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. (See the sections on Surrenders
and Premiums.)
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.
As of April 15, 2000, Ameritas has experienced no known Y2K problems. All of our
computer application and operating systems had been updated for the year 2000 by
December 31, 1998. Continuous testing and monitoring throughout 1999 helped
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. Certain vendors and/or business partners, due
to their exposure to foreign markets, may face additional Y2K issues. Please see
the Funds' prospectuses for information on the Funds' preparedness for Y2K.
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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's telephone number is 800-255-9678 and its website address is
www.ameritas.com.
Ameritas and subsidiaries had total assets at December 31, 1999 of over $4.8
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.
Effective January 1, 1999, Ameritas Mutual Holding Company and Acacia Mutual
Holding Corporation merged to form Ameritas Acacia Mutual Holding Company.
Ameritas is wholly owned by Ameritas Holding Company, which is wholly owned by
Ameritas Acacia Mutual 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.
THE SEPARATE ACCOUNT
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.
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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.
THE FUNDS
There are currently 26 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 Ameritas Portfolios,
Deutsche VIT, CVS Social Portfolios, Fidelity Portfolio, Neuberger Berman AMT,
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.
The Ameritas Portfolios receive investment advisory services from Ameritas
Investment Corp. ("AIC"). AIC is a registered investment adviser under the
Investment Advisers Act of 1940 and is an affiliate of Ameritas. AIC also
contracts with subadvisers. The following subadvisers provide investment
subadvisory services to the indicated Ameritas Portfolios:
<TABLE>
<CAPTION>
PORTFOLIO SUBADVISER
--------- ----------
<S> <C>
Ameritas Growth Fred Alger Management, Inc. ("Alger Management")
Ameritas Small Capitalization Alger Management
Ameritas MidCap Growth Alger Management
Ameritas Growth With Income Massachusetts Financial Services Company ("MFS")
</TABLE>
CVS Social Portfolios, which is managed by Calvert Asset Management Company,
Inc. ("CAMCO"), an affiliate of Ameritas, offers the following portfolios:
Social Small Cap, Social Mid Cap Growth, Social International Equity, and Social
Balanced. Other Calvert entities may provide administrative services to certain
of the portfolios. Deutsche Asset Management VIT Funds, for which Bankers Trust
Company is the investment advisor, offers the following portfolios: Equity 500
Index, Small Cap Index, and EAFE Equity Index. VIP, which is managed by Fidelity
Management & Research Company ("Fidelity"), offers the following portfolio: VIP
High Income: Service Class. VIP II, also managed by Fidelity, offers the
following portfolios: VIP II Contrafund: Service Class, VIP II Investment Grade
Bond: Initial Class, and VIP II Mid Cap: Service Class. Neuberger Berman AMT,
which is managed by Neuberger Berman Management, Inc., in conjunction with
Neuberger Berman, LLP as subadviser, offers the following portfolios: Liquid
Asset, Limited Maturity Bond, Balanced, Guardian, and Mid-Cap Growth. Rydex, for
which PADCO Advisors II, Inc. is the investment advisor, offers the following
portfolios: Nova, Ursa, OTC, Precious Metals, U.S. Government Bond, and Juno.
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.
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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 Ameritas Portfolios, Deutsche VIT, CVS Social Portfolios, Fidelity
Portfolios, Neuberger Berman AMT, 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. Where applicable, the risks of such mixed and
shared funding are described further in the prospectuses of the Funds.
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS
AMERITAS PORTFOLIOS
AMERITAS GROWTH PORTFOLIO seeks to provide long-term capital appreciation. It
focuses on growing companies that generally have broad product lines, markets,
financial resources and depth of management. Under normal circumstances, the
portfolio invests primarily in the equity securities of large companies. The
portfolio considers a large company to have a market capitalization of $1
billion or greater.
AMERITAS MIDCAP GROWTH PORTFOLIO seeks to provide long-term capital
appreciation. It focuses on midsize companies with promising growth potential.
Under normal circumstances, the portfolio invests primarily in the equity
securities of companies having a market capitalization within the range of
companies in the S&P MidCap 400 Index.
AMERITAS SMALL CAPITALIZATION PORTFOLIO seeks to provide long-term capital
appreciation. It focuses on small, fast- growing companies that offer innovative
products, services or technologies to a rapidly expanding marketplace. Under
normal circumstances, the portfolio invests primarily in the equity securities
of small capitalization companies. A small capitalization company is one that
has a market capitalization within the range of the Russell 2000 Growth Index or
the S&P SmallCap 600 Index.
AMERITAS GROWTH WITH INCOME PORTFOLIO seeks to provide reasonable current income
and long-term growth of capital and income. It invests, under normal market
conditions, at least 65% of its total assets in common stocks and related
securities, such as preferred stocks, convertible securities and depositary
receipts for those securities. These securities may be listed on a securities
exchange or traded in the over-the-counter markets. While the portfolio may
invest in companies of any size, it may generally focus on companies with larger
market capitalizations that the subadvisor believes have sustainable growth
prospects and attractive valuations based on current and expected earnings or
cash flow.
DEUTSCHE VIT
EQUITY 500 INDEX FUND seeks to match, before expenses, the risk and return
characteristics of the Standard and Poor's 500 Composite Stock Price ("S&P 500
Index(R)"). The Fund will invest primarily in common stocks of companies that
comprise the S&P 500 Index, which emphasizes stocks of large U.S. companies. The
Fund may also use stock index futures and options.
SMALL CAP INDEX FUND seeks to match, before expenses, the risk and return
characteristics of the Russell 2000 Small Stock Index ("Russell 2000 Index(R)").
The Fund will invest primarily in common stocks of companies that comprise the
Russell 2000 Index, which emphasizes stocks of small U.S. companies. The Fund
may also use stock index futures and options.
EAFE EQUITY INDEX FUND seeks to match, before expenses, the risk and return
characteristics of the Morgan Stanley Capital International EAFE Index ("EAFE
Index"). The Fund will invest primarily in
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common stocks of companies that comprise the EAFE Index, which emphasizes stocks
of companies in major markets in Europe, Australia and the Far East. The Fund
may also use stock index futures and options.
CVS SOCIAL PORTFOLIOS
SOCIAL SMALL CAP GROWTH PORTFOLIO seeks to provide long-term capital
appreciation by investing primarily in equity securities of companies that have
small market capitalizations. It invests at least 65% of assets in the common
stocks of small-cap companies. Returns in the portfolio will be mostly from the
changes in the price of the portfolio's holdings (capital appreciation). The
portfolio currently defines small-cap companies as those with market
capitalization of $1 billion or less at the time the portfolio initially
invests.*
SOCIAL MID CAP GROWTH PORTFOLIO seeks to provide long-term capital appreciation
by investing primarily in a nondiversified portfolio of the equity securities of
mid-sized companies that are undervalued but demonstrate a potential for growth.
It invests primarily in the common stocks of mid-size companies. Returns in the
portfolio will be mostly from the changes in the price of the portfolio's
holdings (capital appreciation.) The portfolio currently defines mid-cap
companies as those within the range of market capitalizations of the S&P's
Mid-Cap 400 Index. Most companies in the Index have a capitalization of $500
million to $10 billion. *
SOCIAL INTERNATIONAL EQUITY PORTFOLIO seeks to provide a high total return
consistent with reasonable risk by investing primarily in a globally diversified
portfolio for equity securities. It invests primarily in the common stocks of
mid- to large-cap companies using a value approach. The portfolio identifies
those countries with markets and economies that it believes currently provide
the most favorable climate for investing. The portfolio invests primarily in
more developed economies and markets. No more that 5% of Portfolio assets are
invested in the U.S.*
SOCIAL BALANCED PORTFOLIO seeks to achieve a competitive total return through an
actively managed portfolio of stocks, bonds and money market instruments which
offer income and capital growth opportunity and which satisfy the investment and
social criteria. It typically invests about 60% of its assets in stocks and 40%
in bonds or other fixed-income investments. Stock investments are primarily
common stock in large-cap companies, while the fixed-income investments are
primarily a wide variety of investment grade bonds. *
* Each CVS Social Portfolio invests with the philosophy that long-term rewards
to investors will come from those organizations whose products, services, and
methods enhance the human condition and the traditional American values of
individual initiative, equality of opportunity and cooperative effort.
Investments are selected on the basis of their ability to contribute to the dual
objectives of financial soundness and social criteria.
FIDELITY VIP AND VIP II
VIP HIGH INCOME: SERVICE CLASS seeks a high level of current income while also
considering growth of capital by investing at least 65% of total assets in
income-producing debt securities, preferred stocks and convertible securities,
with an emphasis on lower-quality debt securities.
VIP II CONTRAFUND: SERVICE CLASS seeks long-term capital appreciation by
investing primarily in common stocks of companies whose value it believes is not
fully recognized by the public.
VIP II INVESTMENT GRADE BOND seeks as high a level of current income as is
consistent with the preservation of capital by investing in U.S.
dollar-denominated investment-grade bonds.
VIP II MID CAP seeks long-term growth of capital by investing at least 65% of
its total assets in securities of companies with medium market capitalizations.
NEUBERGER BERMAN AMT
LIQUID ASSET PORTFOLIO seeks the highest available current income consistent
with safety and liquidity. Principal series investments are high-quality money
market securities of government and non-government issuers.
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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.
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.
GUARDIAN PORTFOLIO seeks long-term growth of capital; current income is a
secondary goal. The portfolio invests mainly in common stocks of
large-capitalization companies.
MID-CAP GROWTH PORTFOLIO seeks growth of capital. The portfolio invests mainly
in common stocks of mid-capitalization companies.
RYDEX
NOVA FUND -- seeks to provide investment returns that are 150% of the daily
price movement 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 capital appreciation by investing in
U.S. and foreign companies that are involved in the precious metals sector. This
will include exploration, mining, production and development, and other precious
metals related services.
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 daily 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.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
Ameritas reserves the right, subject to applicable law, to add, delete, combine,
or substitute investments in Separate Account LLVL if, in our judgment,
marketing needs, tax considerations, or investment conditions warrant. This may
happen due to a change in law or a change in a Fund's objectives or
restrictions, or for some other reason. Ameritas may operate Separate Account
LLVL 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. Ameritas may also transfer the assets of Separate
Account LLVL to another separate account. If necessary, we will notify the SEC
and/or state insurance authorities and will obtain any required approvals before
making these changes.
If any changes are made, Ameritas may, by appropriate endorsement, change the
Policy to reflect the changes. 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. Ameritas will determine the
basis for making any new Subaccounts available to existing Policy Owners.
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You will be notified of any material change in the investment policy of any Fund
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 credited thereto, 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 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,
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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.) There is no benefit payable on the death
of the first Insured.
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 Policy Owner 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 Net Amount at Risk for Option
A will generally be less than the Net Amount at Risk for Option B. If you choose
Option A, your Cost of Insurance deduction will generally be lower than if you
choose Option B. (See the section on Charges and Deductions.) The following
graphs illustrate the differences in the two Death Benefit options.
OPTION A.
(OMITTED GRAPH ILLUSTRATES PAYOUT UNDER DEATH BENEFIT OPTION A, SPECIFICALLY BY
SHOWING THE RELATIONSHIPS OVER TIME, BETWEEN THE SPECIFIED AMOUNT AND THE
ACCUMULATION VALUE.)
[GRAPH]
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. Policy Owners who prefer to have
favorable investment performance, if any, reflected in higher Accumulation
Value, rather than increased insurance coverage, generally should select Option
A.
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OPTION B.
(OMITTED GRAPH ILLUSTRATES PAYOUT UNDER DEATH BENEFIT OPTION B, SPECIFICALLY BY
SHOWING THE RELATIONSHIPS OVER TIME, BETWEEN THE SPECIFIED AMOUNT AND THE
ACCUMULATION VALUE.)
[GRAPH]
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 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
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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 you have
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
(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.
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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 the 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:
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.
FIXED AMOUNT PAYABLE OPTION. Each payment will be for an agreed fixed
amount. Payments continue until the amount Ameritas holds runs out.
FIXED PERIOD PAYMENT OPTION. Equal payments will be made for any period
selected up to 20 years.
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.
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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
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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.)
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
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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.
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.
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.)
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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. Acceptance is subject to Ameritas' underwriting rules,
and Ameritas reserves the right to reject an application for any reason.
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. On
the Issue Date, your initial Net Premium will be allocated to the Liquid Asset
Subaccount for 13 days, unless, where available, you have allocated 100% to the
Fixed Account. Then, 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.
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 according to this schedule. You have considerable flexibility to alter
the amount and frequency of premiums paid.
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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 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 in writing or by telephone. 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 Liquid Asset
Subaccount for 13 days. Thereafter, the Accumulation Value will be reallocated
to the Investment Options you selected. 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. 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.
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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 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. We will reinstate your Policy 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 for Taxes.
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.
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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. 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. The current
Administrative Expense Charge is $0 per month plus $.10 per month per $1000 of
Specified Amount for Issue Ages 20-44, $.08 for Issue Ages 45-54, $.05 for Issue
Ages 55-64, and $.00 for Issue Ages 65 and over. At the current time we
anticipate that the Administrative Expense Charge will reduce to $.00 in year 6
for all ages. 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. 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. We may
add flat extra ratings to one or both Insureds to reflect higher mortality risk.
Because the Death Benefit is payable at the Second Death only, one-half of each
applicable flat extra rating will be added to adjust the Cost of Insurance Rate.
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.
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
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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.
There are no Surrender charges.
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FUND EXPENSE SUMMARY
Fee information about the Funds was provided to Ameritas by the Funds. Ameritas
has not independently verified such information. The amount of expenses borne by
each portfolio for the fiscal year ended December 31, 1999, was as follows:
<TABLE>
<CAPTION>
TOTAL
(Reflecting
INVESTMENT WAIVERS AND/OR WAIVERS AND/OR
ADVISORY & 12B-1 OTHER REIMBURSEMENTS, REIMBURSEMENTS,
PORTFOLIO MANAGEMENT EXPENSE EXPENSES TOTAL IF ANY IF ANY)
--------- ---------- ------- -------- ----- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
AMERITAS PORTFOLIOS(1)
Ameritas Growth 0.80% -- 0.10% 0.90% 0.09% 0.81%
Ameritas MidCap Growth 0.85% -- 0.12% 0.97% 0.11% 0.86%
Ameritas Small Capitalization 0.90% -- 0.10% 1.00% 0.08% 0.92%
Ameritas Growth With Income 0.80% -- 0.46% 1.26% 0.36% 0.90%
CVS SOCIAL PORTFOLIOS
Social Small Cap Growth 1.00% -- 0.58%(2) 1.58% -- 1.58%
Social Mid Cap Growth 0.90% -- 0.21%(2) 1.11% -- 1.11%
Social International Equity 1.10% -- 0.50%(2) 1.60%(3) -- 1.60%
Social Balanced 0.70% -- 0.19%(2) 0.89% -- 0.89%
DEUTSCHE VIT(4)
Equity 500 Index Fund 0.20% -- 0.23% 0.43% 0.13% 0.30%
Small Cap Index Fund 0.35% -- 0.83% 1.18% 0.73% 0.45%
EAFE Equity Index Fund 0.45% -- 0.70% 1.15% 0.50% 0.65%
FIDELITY PORTFOLIOS(5)
VIP High Income: Service
Class 0.58% 0.10% 0.11% 0.79% -- 0.79%
VIP II Contrafund: Service
Class 0.58% 0.10% 0.10% 0.78% 0.03% 0.75%(6)
VIP II Investment Grade Bond:
Initial Class 0.43% -- 0.11% 0.54% -- 0.54%
VIP II Mid Cap: Service Class 0.57% 0.10% 2.74% 3.41% -- 3.41%
NEUBERGER BERMAN AMT(7)
Liquid Asset 0.65% -- 0.44% 1.09% 0.08%(8) 1.01%
Limited Maturity Bond 0.65% -- 0.11% 0.76% -- 0.76%
Growth 0.84% -- 0.08% 0.92% -- 0.92%
Partners 0.80% -- 0.07% 0.87% -- 0.87%
Balanced 0.85% -- 0.17% 1.02% -- 1.02%
RYDEX(9)
Nova Fund 0.74% -- 0.80% 1.55% -- 1.55%
Ursa Fund 0.90% -- 0.83% 1.73% -- 1.73%
OTC Fund 0.75% -- 0.80% 1.96% -- 1.96%
Precious Metals Fund 0.75% -- 1.42% 2.17% -- 2.17%
U.S. Government Bond Fund 0.50% -- 1.02% 1.52% -- 1.52%
Juno Fund 0.90% -- 1.36% 1.36% -- 1.36%
</TABLE>
- ---------------
(1) Ameritas Investment Corp. ("AIC"), a subsidiary of Ameritas, is investment
advisor to the Ameritas Portfolios. The portfolio's aggregate expenses are
limited for a period of one year following November 1, 1999. Following this
one year period, expenses of the Ameritas Portfolios will not be permitted
to exceed an expense ratio which is .10% greater than the prior expense
ratio of the corresponding replaced fund, unless an amendment to the
investment advisory contract is approved modifying or eliminating the
expense guarantee. Total expenses have been restated to reflect the above.
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(2) Calvert Asset Management Company, Inc., an affiliate of Ameritas, is
investment advisor of the CVS Social Portfolios. "Other Expenses" reflect an
indirect fee. Net fund operating expenses after reductions for fees paid
indirectly would be as follows:
<TABLE>
<S> <C>
CVS Social Small Cap Growth 1.15%
CVS Social Mid Cap Growth 1.02%
CVS Social International Equity 1.50%
CVS Social Balanced 0.86%
</TABLE>
(3) Total expenses have been restated to reflect expenses expected to be
incurred in 2000.
(4) Bankers Trust Company is the investment advisor to Deutsche VIT. For its
services, the investment advisor receives a fee that is a percentage of each
fund's average daily net assets. The investment advisor has entered into
agreements to waive and/or reimburse operating expenses, including its fees,
that exceed certain percentages of the funds' aggregate average daily net
assets.
(5) Fidelity Management & Research Company is manager of VIP and VIP II
(Fidelity Portfolios).
(6) A portion of the brokerage commissions VIP II Contrafund: Service Class pays
was used to reduce fund expenses. In addition, through arrangements with the
fund's custodian, credits realized as a result of uninvested cash balances
were used to reduce a portion of the fund's expenses. Including these
reductions, the total operating expenses presented in the table would have
been 0.78%.
(7) Neuberger Berman Management Inc. ("NBMI") provides investment management
services to each Neuberger Berman AMT 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.
(8) NBMI has undertaken through May 1, 2001 to reimburse certain operating
expenses, including the compensation of NBMI (with respect to all portfolios
but the Liquid Asset Portfolio), taxes, interest, extraordinary expenses,
brokerage commissions and transaction costs, that exceed, in the aggregate,
1% of the average daily net asset value.
(9) PADCO Advisors II, Inc., investment advisor of the Rydex Variable Trust, and
PADCO Service Company, Inc., servicer to the Rydex Variable Trust, may from
time to time volunteer to waive fees and/or reimburse expenses. For the
period ending December 31, 1999, there were no waivers or reimbursements.
Other Calvert entities may provide administrative services to certain of the
portfolios.
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.
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<PAGE> 34
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.
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 Beneficiary(ies) 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
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<PAGE> 35
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 Owner's 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 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.
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.
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<PAGE> 36
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 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 1999, AIC received gross
variable universal life compensation of $198,771, and retained $10,753 in
underwriting fees, and $19 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
annuity, and for Ameritas Variable Life Insurance Company's variable life and
variable annuities. Ameritas Variable Life Insurance Company is an affiliate of
Ameritas. 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
laws except premium taxes. (See discussion in the section on Deductions from
Premium Payments -- Percent of
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Premium Charge for Taxes.) 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 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 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.
Certain benefits the Policy Owner may elect under this Policy may be
material changes affecting 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
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<PAGE> 38
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 for the Policy to be treated as a life insurance contract for
federal tax purposes. If the Policy is not treated as life insurance
because it fails the diversification requirements, the Policy Owner is
then subject to federal income tax gain in the Policy as it is earned.
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.
While AIC and CAMCO, Ameritas affiliates, are investment advisers to
certain of the portfolios, 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. However, there are certain
exceptions to the general rule that death benefit proceeds are
non-taxable. Federal, state and local tax consequences of ownership of or
receipt of proceeds under a Policy depends on the circumstances of each
Policy Owner and Beneficiary.
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 may be taxable in
whole or in part 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.
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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 repealed
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 included 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 occurred 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). Any material change in a policy (including a material increase
in the death benefit) may cause the policy to be treated as a new policy
for purposes of the rule. TRA '97 also provides that no deduction is
permissible for premiums paid on a life 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 made 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. Further, the tax
consequences of using the Policy in nonqualified plan arrangements may
vary depending on the particular facts and circumstances of the
arrangement. The advice of competent counsel should be sought in
connection with use of life insurance in a qualified or nonqualified plan.
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YOU SHOULD CONSULT QUALIFIED TAX AND/OR LEGAL ADVISORS TO OBTAIN COMPLETE
INFORMATION ON FEDERAL, STATE AND LOCAL TAX CONSIDERATIONS APPLICABLE TO YOUR
PARTICULAR SITUATION.
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 shareholder
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 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.
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<PAGE> 41
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.
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<PAGE> 42
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*
Chairman and Chief Executive Officer: Ameritas Acacia Mutual Holding Company and
Ameritas Holding Company; 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*
Executive Vice President: Ameritas Acacia Mutual Holding Company and Ameritas
Holding Company; 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.
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*
Controller: Ameritas Variable Life Insurance Company.
ROBERT W. CLYDE, DIRECTOR**
Executive Vice President: Ameritas Acacia Mutual Holding Company and Ameritas
Holding Company; President and Chief Operating Officer: Acacia National Life
Insurance Company.
JAN M. CONNOLLY, SENIOR VICE PRESIDENT -- OPERATIONS, PLANNING AND QUALITY*
Senior Vice President -- Operations, Planning and Quality: Ameritas Acacia
Mutual Holding Company and Ameritas Holding Company.
WILLIAM W. COOK, JR., DIRECTOR**
Chairman, Chief Executive Officer: The Beatrice National Bank and Trust Co.
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.
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.
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<PAGE> 43
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.
WILLIAM W. LESTER, SENIOR VICE PRESIDENT -- INVESTMENTS AND TREASURER*
Treasurer: Ameritas Variable Life Insurance Company; also serves as officer of
other subsidiaries of Ameritas Life Insurance Corp.
WILFRED J. MADDUX, DIRECTOR**
President, Manager: Maddux Cattle Company.
JOANN M. MARTIN, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER*
Senior Vice President, Chief Financial Officer and Corporate Treasurer: Ameritas
Acacia Mutual Holding Company and Ameritas Holding Company; Director, Vice
President and Chief Financial Officer: Ameritas Variable Life Insurance Company;
also serves as an officer and/or director of other subsidiaries and/or
affiliates of Ameritas Life Insurance Corp.
CHARLES T. NASON, DIRECTOR**
Vice Chairman and President: Ameritas Acacia Mutual Holding Company and Ameritas
Holding Company; Chairman of the Board and Chief Executive Officer, Director:
Acacia National Life Insurance Company; Chairman, President and Chief Executive
Officer: Acacia Life Insurance Company.
BARRY C. RITTER, SENIOR VICE PRESIDENT -- INFORMATION SERVICES*
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*
Corporate Secretary and Deputy General Counsel: Ameritas Acacia Mutual Holding
Company; and Ameritas Holding Company 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.
NEAL E. TYNER, DIRECTOR, CHAIRMAN EMERITUS**
NET Consultants, Formerly Chairman of the Board and CEO of Ameritas Life
Insurance Corp.
RICHARD W. VAUTRAVERS, SENIOR VICE PRESIDENT AND CORPORATE ACTUARY*
Senior Vice President and Corporate Actuary: Ameritas Acacia Mutual Holding
Company and Acacia National Life Insurance Company.
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WINSTON J. WADE, DIRECTOR**
Vice President-Network Infrastructure: U.S. West Communications; Vice
President-Technical Services: U.S. West Communication, Inc.
- ---------------
* 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; Robert W. Clyde, Acacia National Life Insurance
Company, 7315 Wisconsin Avenue, Bethesda, Maryland 20814; 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; Charles
T. Nason, Acacia National Life Insurance Company, 7315 Wisconsin Avenue,
Bethesda, Maryland 20814; 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.
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
The consolidated financial statements of Ameritas as of December 31, 1999 and
1998, and for each of the three years in the period ended December 31, 1999, and
the financial statements of the subaccounts of Separate Account LLVL as of
December 31, 1999, and for each of the three years in the period then ended,
included in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing herein, and are
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
Actuarial matters included in this prospectus have been examined by Thomas P.
McArdle, Assistant Vice President and Associate 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.
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INDEPENDENT AUDITORS' REPORT
Board of Directors
Ameritas Life Insurance Corp.
Lincoln, Nebraska
We have audited the accompanying statement of net assets of each of the
subaccounts of Ameritas Life Insurance Corp. Separate Account LLVA, (comprising,
respectively, the Balanced Portfolio, Growth Portfolio, Partners Portfolio,
Limited Maturity Bond Portfolio, and Liquid Assets Portfolio of the Neuberger &
Berman Advisers Management Trust; the International Stock Fund II Portfolio, and
Growth Fund II Portfolio of the Strong Variable Insurance Funds, Inc.; the
Opportunity Fund II, Inc. Portfolio of the Strong Opportunity Fund II, Inc.; the
100 Fund Portfolio, and Small Company Growth Portfolio of the Berger
Institutional Products Trust; and the Nova Portfolio (commenced November 1,
1999), OTC Portfolio (commenced July 25, 1999), Precious Metals Portfolio
(commenced August 13, 1999), Ursa Portfolio (commenced November 1, 1999), and
U.S. Government Bond Portfolio (commenced July 20, 1999) of the Rydex Variable
Trust) as of December 31, 1999, and the related statements of operations and
changes in net assets for each of the two years in the period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1999. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the subaccounts constituting
Ameritas Life Insurance Corp. Separate Account LLVA as of December 31, 1999, and
the results of its operations and changes in net assets for each of the two
years in the period then ended, in conformity with generally accepted accounting
principles.
/s/ DELOITTE & TOUCHE LLP
Lincoln, Nebraska
February 5, 2000
F-I- 1
<PAGE> 46
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
STATEMENT OF NET ASSETS
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
INVESTMENTS AT NET ASSET VALUE:
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
Balanced Portfolio -- 9,294.566 shares at $20.89 per
share (cost $198,972)................................. $ 194,163
Growth Portfolio -- 6,082.216 shares at $37.27 per
share (cost $149,906)................................. 226,684
Partners Portfolio -- 47,085.126 shares at $19.64 per
share (cost $828,026)................................. 924,752
Limited Maturity Bond Portfolio -- 26,151.811 shares at
$13.24 per share (cost $402,519)...................... 346,250
Liquid Assets Portfolio -- 2,148,442.540 shares at
$1.00 per share (cost $2,148,442)..................... 2,148,442
STRONG VARIABLE INSURANCE FUNDS, INC.:
International Stock Fund II Portfolio -- 19,808.985
shares at $16.37 per share (cost $202,428)............ 324,273
Growth Fund II Portfolio -- 25,081.593 shares at $30.37
per share (cost $373,513)............................. 761,728
STRONG OPPORTUNITY FUND II, INC.:
Opportunity Fund II, Inc. Portfolio -- 27,553.944
shares at $25.99 per share (cost $536,638)............ 716,127
BERGER INSTITUTIONAL PRODUCTS TRUST:
100 Fund Portfolio -- 20,888.554 shares at $19.22 per
share (cost $279,751)................................. 401,478
Small Company Growth Portfolio -- 5,154.773 shares at
$23.51 per share (cost $42,671)....................... 121,189
RYDEX VARIABLE TRUST:
Nova Portfolio -- 25,153.351 shares at $18.57 per share
(cost $414,742)....................................... 467,098
OTC Portfolio -- 50,402.216 shares at $38.52 per share
(cost $1,388,682)..................................... 1,941,493
Precious Metals Portfolio -- 7,336.787 shares at $5.43
per share (cost $22,258).............................. 39,839
Ursa Portfolio -- 1,086.098 shares at $5.35 per share
(cost $4,440)......................................... 5,811
U.S. Governments Bond Portfolio -- 0 shares at $10.17
per share (cost $0)................................... --
----------
NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS.............. $8,619,327
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-I- 2
<PAGE> 47
[THIS PAGE INTENTIONALLY LEFT BLANK]
F-I- 3
<PAGE> 48
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
-------------------------------------------------
BALANCED GROWTH PARTNERS
TOTAL PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
1999
INVESTMENT INCOME:
Dividend distributions received................... $ 120,208 $ 5,296 $ -- $ 13,593
Mortality and expense risk charge................. 36,383 1,758 1,223 7,592
---------- -------- ------- --------
NET INVESTMENT INCOME (LOSS)........................ 83,825 3,538 (1,223) 6,001
========== ======== ======= ========
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain distributions................... 109,590 7,846 8,335 23,641
Net change in unrealized appreciation
(depreciation)................................. 1,545,596 32,450 69,918 50,876
---------- -------- ------- --------
NET GAIN (LOSS) ON INVESTMENTS...................... 1,655,186 40,296 78,253 74,517
---------- -------- ------- --------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS........................................ $1,739,011 $ 43,834 $77,030 $ 80,518
========== ======== ======= ========
1998
INVESTMENT INCOME:
Dividend distributions received................... $ 65,389 $ 5,727 $ -- $ 2,423
Mortality and expense risk charge................. 23,840 3,102 680 5,837
---------- -------- ------- --------
NET INVESTMENT INCOME (LOSS)........................ 41,549 2,625 (680) (3,414)
---------- -------- ------- --------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain distributions................... 145,859 40,221 20,701 76,334
Net change in unrealized appreciation
(depreciation)................................. (11,596) (45,597) (1,241) (13,224)
---------- -------- ------- --------
NET GAIN (LOSS) ON INVESTMENTS...................... 134,263 (5,376) 19,460 63,110
---------- -------- ------- --------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS........................................ $ 175,812 $ (2,751) $18,780 $ 59,696
========== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-I- 4
<PAGE> 49
<TABLE>
<CAPTION>
NEUBERGER & BERMAN STRONG VARIABLE STRONG OPP. BERGER INSTITUTIONAL
ADVISERS MANAGEMENT TRUST INSURANCE FUNDS, INC. FUND II, INC. PRODUCTS TRUST
- ------------------------- ------------------------- ------------- ---------------------
LIMITED INTERNATIONAL SMALL
MATURITY STOCK GROWTH OPPORTUNITY COMPANY
BOND LIQUID ASSETS FUND II FUND II FUND II, INC. 100 FUND GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- --------- ------------- ------------- --------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$ 66,658 $33,383 $ 497 $ -- $ -- $ 63 $ --
4,403 5,836 1,412 3,708 4,758 2,083 621
- -------- ------- -------- -------- -------- -------- -------
62,255 27,547 (915) (3,708) (4,758) (2,020) (621)
======== ======= ======== ======== ======== ======== =======
-- -- -- 590 66,251 -- --
(55,575) -- 147,900 356,797 133,584 125,813 65,784
- -------- ------- -------- -------- -------- -------- -------
(55,575) -- 147,900 357,387 199,835 125,813 65,784
- -------- ------- -------- -------- -------- -------- -------
$ 6,680 $27,547 $146,985 $353,679 $195,077 $123,793 $65,163
======== ======= ======== ======== ======== ======== =======
$ 32,282 $22,523 $ 918 $ -- $ 1,124 $ 355 $ 37
5,226 3,658 775 707 1,574 1,683 598
- -------- ------- -------- -------- -------- -------- -------
27,056 18,865 143 (707) (450) (1,328) (561)
- -------- ------- -------- -------- -------- -------- -------
-- -- -- -- 8,510 93 --
(4,691) -- (13,898) 29,108 43,282 (6,259) 924
- -------- ------- -------- -------- -------- -------- -------
(4,691) -- (13,898) 29,108 51,792 (6,166) 924
- -------- ------- -------- -------- -------- -------- -------
$ 22,365 $18,865 $(13,755) $ 28,401 $ 51,342 $ (7,494) $ 363
======== ======= ======== ======== ======== ======== =======
</TABLE>
F-I- 5
<PAGE> 50
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
STATEMENT OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
RYDEX VARIABLE TRUST
------------------------------------------
PRECIOUS
NOVA OTC METALS
PORTFOLIO(1) PORTFOLIO(2) PORTFOLIO(3)
------------ ------------ ------------
<S> <C> <C> <C>
1999
INVESTMENT INCOME:
Dividend distributions received.......................... $ -- $ -- $ 3
Mortality and expense risk charge........................ 619 2,138 107
------- -------- -------
NET INVESTMENT INCOME (LOSS)............................... (619) (2,138) (104)
------- -------- -------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain distributions.......................... -- 1,440 1,487
Net change in unrealized appreciation (depreciation)..... 52,356 552,812 17,581
------- -------- -------
NET GAIN (LOSS) ON INVESTMENTS............................. 52,356 554,252 19,068
------- -------- -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS............................................... $51,737 $552,114 $18,964
======= ======== =======
1998
INVESTMENT INCOME:
Dividend distributions received.......................... $ -- $ -- $ --
Mortality and expense risk charge........................ -- -- --
------- -------- -------
NET INVESTMENT INCOME (LOSS)............................... -- -- --
------- -------- -------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain distributions.......................... -- -- --
Net change in unrealized appreciation (depreciation)..... -- -- --
------- -------- -------
NET GAIN (LOSS) ON INVESTMENTS............................. -- -- --
------- -------- -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS............................................... $ -- $ -- $ --
======= ======== =======
</TABLE>
- ---------------
(1) Commenced business 11/01/99
(2) Commenced business 07/25/99
(3) Commenced business 08/13/99
(4) Commenced business 11/01/99
(5) Commenced business 07/20/99
The accompanying notes are an integral part of these financial statements.
F-I- 6
<PAGE> 51
<TABLE>
<CAPTION>
RYDEX VARIABLE TRUST
-------------------------------
U.S. GOVERNMENT
URSA BOND
PORTFOLIO(4) PORTFOLIO(5)
------------ ---------------
<S> <C> <C>
$ -- $ 715
8 117
------ -------
(8) 598
------ -------
-- --
1,371 (6,071)
------ -------
1,371 (6,071)
------ -------
$1,363 $(5,473)
====== =======
$ -- $ --
-- --
------ -------
-- --
------ -------
-- --
-- --
------ -------
-- --
------ -------
$ -- $ --
====== =======
</TABLE>
F-I- 7
<PAGE> 52
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
----------------------------------
BALANCED GROWTH PARTNERS
TOTAL PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- --------- ----------
<S> <C> <C> <C> <C>
1999
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income (loss).................. $ 83,825 $ 3,538 $ (1,223) $ 6,001
Net realized gain distributions............... 109,590 7,846 8,335 23,641
Net change in unrealized appreciation
(depreciation)............................. 1,545,596 32,450 69,918 50,876
---------- --------- -------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS............................... 1,739,011 43,834 77,030 80,518
NET INCREASE (DECREASE) FROM POLICYOWNER
TRANSACTIONS.................................. 2,403,523 (183,059) (18,448) (260,255)
---------- --------- -------- ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS......... 4,142,534 (139,225) 58,582 (179,737)
---------- --------- -------- ----------
NET ASSETS AT JANUARY 1, 1999................... 4,476,793 333,388 168,102 1,104,489
---------- --------- -------- ----------
NET ASSETS AT DECEMBER 31, 1999................. $8,619,327 $ 194,163 $226,684 $ 924,752
========== ========= ======== ==========
1998
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income (loss).................. $ 41,549 $ 2,625 $ (680) $ (3,414)
Net realized gain distributions............... 145,859 40,221 20,701 76,334
Net change in unrealized appreciation
(depreciation)............................. (11,596) (45,597) (1,241) (13,224)
---------- --------- -------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS............................... 175,812 (2,751) 18,780 59,696
NET INCREASE (DECREASE) FROM POLICYOWNER
TRANSACTIONS.................................. 2,282,739 119,564 76,318 459,751
---------- --------- -------- ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS......... 2,458,551 116,813 95,098 519,447
---------- --------- -------- ----------
NET ASSETS AT JANUARY 1, 1998................... 2,018,242 216,575 73,004 585,042
---------- --------- -------- ----------
NET ASSETS AT DECEMBER 31, 1998................. $4,476,793 $ 333,388 $168,102 $1,104,489
========== ========= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-I- 8
<PAGE> 53
<TABLE>
<CAPTION>
NEUBERGER & BERMAN STRONG VARIABLE STRONG OPP. BERGER INSTITUTIONAL
ADVISERS MANAGEMENT TRUST INSURANCE FUNDS, INC. FUND II, INC. PRODUCTS TRUST
-------------------------- ------------------------- ------------- -------------------------
LIMITED INTERNATIONAL
MATURITY STOCK GROWTH OPPORTUNITY SMALL COMPANY
BOND LIQUID ASSETS FUND II FUND II FUND II, INC. 100 FUND GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- ------------- ------------- --------- ------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 62,255 $ 27,547 $ (915) $ (3,708) $ (4,758) $ (2,020) $ (621)
-- -- -- 590 66,251 -- --
(55,575) -- 147,900 356,797 133,584 125,813 65,784
---------- ---------- -------- -------- -------- -------- --------
6,680 27,547 146,985 353,679 195,077 123,793 65,163
(842,763) 1,619,293 51,106 188,118 (29,658) 78,530 (34,877)
---------- ---------- -------- -------- -------- -------- --------
(836,083) 1,646,840 198,091 541,797 165,419 202,323 30,286
---------- ---------- -------- -------- -------- -------- --------
1,182,333 501,602 126,182 219,931 550,708 199,155 90,903
---------- ---------- -------- -------- -------- -------- --------
$ 346,250 $2,148,442 $324,273 $761,728 $716,127 $401,478 $121,189
========== ========== ======== ======== ======== ======== ========
$ 27,056 $ 18,865 $ 143 $ (707) $ (450) $ (1,328) $ (561)
-- -- -- -- 8,510 93 --
(4,691) -- (13,898) 29,108 43,282 (6,259) 924
---------- ---------- -------- -------- -------- -------- --------
22,365 18,865 (13,755) 28,401 51,342 (7,494) 363
658,736 182,137 76,345 172,715 454,387 56,778 26,008
---------- ---------- -------- -------- -------- -------- --------
681,101 201,002 62,590 201,116 505,729 49,284 26,371
---------- ---------- -------- -------- -------- -------- --------
501,232 300,600 63,592 18,815 44,979 149,871 64,532
---------- ---------- -------- -------- -------- -------- --------
$1,182,333 $ 501,602 $126,182 $219,931 $550,708 $199,155 $ 90,903
========== ========== ======== ======== ======== ======== ========
</TABLE>
F-I- 9
<PAGE> 54
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDING DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
RYDEX VARIABLE TRUST
------------------------------------------------------------
PRECIOUS
NOVA OTC METALS URSA
PORTFOLIO(1) PORTFOLIO(2) PORTFOLIO(3) PORTFOLIO(4)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
1999
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income (loss)................. $ (619) $ (2,138) $ (104) $ (8)
Net realized gain distributions.............. -- 1,440 1,487 --
Net change in unrealized appreciation
(depreciation)............................ 52,356 552,812 17,581 1,371
-------- ---------- ------- ------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS.............................. 51,737 552,114 18,964 1,363
NET INCREASE (DECREASE) FROM POLICYOWNER
TRANSACTIONS................................. 415,361 1,389,379 20,875 4,448
-------- ---------- ------- ------
TOTAL INCREASE (DECREASE) IN NET ASSETS........ 467,098 1,941,493 39,839 5,811
-------- ---------- ------- ------
NET ASSETS AT JANUARY 1, 1999.................. -- -- -- --
-------- ---------- ------- ------
NET ASSETS AT DECEMBER 31, 1999................ $467,098 $1,941,493 $39,839 $5,811
======== ========== ======= ======
1998
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income (loss)................. $ -- $ -- $ -- $ --
Net realized gain distributions.............. -- -- -- --
Net change in unrealized appreciation
(depreciation)............................ -- -- -- --
-------- ---------- ------- ------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS.............................. -- -- -- --
NET INCREASE (DECREASE) FROM POLICYOWNER
TRANSACTIONS................................. -- -- -- --
-------- ---------- ------- ------
TOTAL INCREASE (DECREASE) IN NET ASSETS........ -- -- -- --
-------- ---------- ------- ------
NET ASSETS AT JANUARY 1, 1998.................. -- -- -- --
-------- ---------- ------- ------
NET ASSETS AT DECEMBER 31, 1998................ $ -- $ -- $ -- $ --
======== ========== ======= ======
</TABLE>
- ---------------
(1) Commenced business 11/01/99
(2) Commenced business 07/25/99
(3) Commenced business 08/13/99
(4) Commenced business 11/01/99
(5) Commenced business 07/20/99
The accompanying notes are an integral part of these financial statements.
F-I- 10
<PAGE> 55
<TABLE>
<CAPTION>
RYDEX VARIABLE TRUST
--------------------
U.S. GOVERNMENT
BOND PORTFOLIO(5)
--------------------
<S> <C>
$ 598
--
(6,071)
-------
(5,473)
5,473
-------
--
-------
--
-------
$ --
=======
$ --
--
--
-------
--
--
-------
--
-------
--
-------
$ --
=======
</TABLE>
F-I- 11
<PAGE> 56
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ameritas Life Insurance Corp. Separate Account LLVA (the Account) was
established under Nebraska law on October 26, 1995. The assets of the Account
are held by Ameritas Life Insurance Corp. (ALIC) and are segregated 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, 1999 there are fifteen subaccounts
within the Account. Five 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. Two of the
subaccounts invest only in a corresponding Portfolio of the Strong Variable
Insurance Funds, Inc. and one subaccount invests only in a corresponding
Portfolio of Strong Opportunity Fund II, Inc. Both funds are diversified
open-end management investment companies and are managed by Strong Capital
Management, Inc. Five of the subaccounts invest only in a corresponding
Portfolio of the Rydex Variable Trust which is a diversified open-end management
investment company managed by PADCO Advisors II, Inc. Each Portfolio pays the
manager a monthly fee for managing its investments and business affairs.
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. 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> 57
[THIS PAGE INTENTIONALLY LEFT BLANK]
F-I- 13
<PAGE> 58
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
NOTES TO FINANCIAL STATEMENTS
3. SHARES OWNED
The Account invests in shares of mutual funds. Share activity and total shares
owned are as follows:
<TABLE>
<CAPTION>
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
--------------------------------------------------------------------
LIMITED
MATURITY
BALANCED GROWTH PARTNERS BOND LIQUID ASSETS
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Shares owned at January 1, 1999... 20,403.196 6,394.129 58,345.968 85,552.309 501,601.800
Shares acquired................... 11,092.570 7,414.546 18,749.760 37,315.834 8,918,932.430
Shares disposed of................ 22,201.200 7,726.459 30,010.602 96,716.332 7,272,091.690
---------- --------- ---------- ---------- -------------
Shares owned at December 31,
1999............................ 9,294.566 6,082.216 47,085.126 26,151.811 2,148,442.540
========== ========= ========== ========== =============
Shares owned at January 1, 1998... 12,167.134 2,390.452 28,400.091 35,498.016 300,600.080
Shares acquired................... 50,129.086 4,473.475 44,871.307 51,682.206 4,371,682.690
Shares disposed of................ 41,893.024 469.798 14,925.430 1,627.913 4,170,680.970
---------- --------- ---------- ---------- -------------
Shares owned at December 31,
1998............................ 20,403.196 6,394.129 58,345.968 85,552.309 501,601.800
========== ========= ========== ========== =============
</TABLE>
- ---------------
(1) Commenced business 11/01/99
F-I- 14
<PAGE> 59
<TABLE>
<CAPTION>
STRONG VARIABLE STRONG OPP. BERGER INSTITUTIONAL RYDEX
INSURANCE FUNDS, INC. FUND II, INC. PRODUCTS TRUST VARIABLE TRUST
- -------------------------- ------------- ---------------------- --------------
INTERNATIONAL SMALL
STOCK GROWTH OPPORTUNITY COMPANY
FUND II FUND II FUND II, INC. 100 FUND GROWTH NOVA
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO(1)
- ------------- ---------- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C>
14,371.502 13,728.553 25,354.875 15,450.336 7,402.572 --
27,156.996 20,587.953 18,843.245 27,535.173 4,621.412 159,527.784
21,719.513 9,234.913 16,644.176 22,096.955 6,869.211 134,374.433
---------- ---------- ---------- ---------- --------- -----------
19,808.985 25,081.593 27,553.944 20,888.554 5,154.773 25,153.351
========== ========== ========== ========== ========= ===========
6,823.144 1,511.266 2,072.755 13,489.758 5,350.946 --
8,593.796 16,051.054 25,586.526 38,729.529 2,807.857 --
1,045.438 3,833.767 2,304.406 36,768.951 756.231 --
---------- ---------- ---------- ---------- --------- -----------
14,371.502 13,728.553 25,354.875 15,450.336 7,402.572 --
========== ========== ========== ========== ========= ===========
</TABLE>
F-I- 15
<PAGE> 60
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
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>
RYDEX VARIABLE TRUST
------------------------------------------------------------
U.S.
PRECIOUS GOVERNMENT
OTC METALS URSA BOND
PORTFOLIO(1) PORTFOLIO(2) PORTFOLIO(3) PORTFOLIO(4)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Shares owned at January 1, 1999............... -- -- -- --
Shares acquired............................... 67,757.247 34,040.249 40,249.504 12,021.304
Shares disposed of............................ 17,355.031 26,703.462 39,163.406 12,021.304
---------- ---------- ---------- ----------
Shares owned at December 31, 1999............. 50,402.216 7,336.787 1,086.098 --
========== ========== ========== ==========
Shares owned at January 1, 1998............... -- -- -- --
Shares acquired............................... -- -- -- --
Shares disposed of............................ -- -- -- --
---------- ---------- ---------- ----------
Shares owned at December 31, 1998............. -- -- -- --
========== ========== ========== ==========
</TABLE>
- ---------------
(1) Commenced business 07/25/99
(2) Commenced business 08/13/99
(3) Commenced business 11/01/99
(4) Commenced business 07/20/99
F-I- 16
<PAGE> 61
INDEPENDENT AUDITORS' REPORT
Board of Directors
Ameritas Life Insurance Corp.
Lincoln, Nebraska
We have audited the accompanying consolidated balance sheets of Ameritas Life
Insurance Corp. (a wholly owned subsidiary of Ameritas Holding Company) and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, comprehensive income, stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Ameritas Life Insurance Corp. and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
Lincoln, Nebraska
February 5, 2000
F-II- 1
<PAGE> 62
AMERITAS LIFE INSURANCE CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Investments:
Fixed maturity securities held to maturity (fair value
$582,445 -- 1999, $620,543 -- 1998).................... $ 590,661 $ 586,419
Fixed maturity securities available for sale (amortized
cost $373,762 -- 1999, $466,025 -- 1998)............... 364,388 484,491
Redeemable preferred stock -- affiliate................... 25,000 --
Equity securities (cost $70,421 -- 1999,
$59,411 -- 1998)....................................... 159,819 121,905
Mortgage loans on real estate............................. 245,058 222,151
Loans on insurance policies............................... 37,645 29,047
Real estate, less accumulated depreciation
($13,083 -- 1999, $17,431 -- 1998)..................... 25,319 33,420
Other investments......................................... 47,416 45,104
Short-term investments.................................... 295 1,341
---------- ----------
Total investments................................. 1,495,601 1,523,878
Cash and cash equivalents................................... 47,538 79,019
Accrued investment income................................... 19,025 20,104
Deferred policy acquisition costs........................... 207,117 171,201
Property and equipment, less accumulated depreciation
($31,001 -- 1999, $31,985 -- 1998)........................ 23,829 20,946
Reinsurance receivable -- affiliate......................... 35,921 --
Other assets................................................ 22,339 21,903
Closed block assets......................................... 308,490 309,326
Separate accounts........................................... 2,728,169 1,954,931
---------- ----------
TOTAL............................................. $4,888,029 $4,101,308
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy and contract reserves................................ $ 106,097 $ 100,190
Policy and contract claims.................................. 30,091 29,823
Accumulated contract values................................. 965,246 1,019,849
Unearned policy charges..................................... 11,343 12,160
Unearned reinsurance ceded allowance........................ 1,768 1,480
Federal income taxes--
Current................................................... 7,660 6,710
Deferred.................................................. 52,690 50,795
Other liabilities........................................... 45,757 45,509
Closed block liabilities.................................... 334,769 334,622
Separate accounts........................................... 2,728,169 1,954,931
---------- ----------
TOTAL LIABILITIES................................. 4,283,590 3,556,069
---------- ----------
COMMITMENTS AND CONTINGENCIES
Minority interest in subsidiary............................. 29,519 27,523
Common stock, par value $0.10 per share, 25,000,000 shares
authorized, issued and outstanding........................ 2,500 2,500
Additional paid-in capital.................................. 5,000 5,000
Retained earnings........................................... 512,575 459,065
Accumulated other comprehensive income...................... 54,845 51,151
---------- ----------
TOTAL STOCKHOLDER'S EQUITY........................ 574,920 517,716
---------- ----------
TOTAL............................................. $4,888,029 $4,101,308
========== ==========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-II- 2
<PAGE> 63
[PAGE INTENTIONALLY LEFT BLANK]
F-II- 3
<PAGE> 64
AMERITAS LIFE INSURANCE CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
INCOME:
Insurance revenues:
Premiums:
Life Insurance......................................... $ 15,181 $ 21,159 $ 26,794
Accident and health insurance.......................... 270,263 256,742 181,952
Contract charges.......................................... 77,877 68,145 57,199
Reinsurance, net.......................................... (572) 19,930 (1,037)
Reinsurance, ceded allowance.............................. 3,986 3,667 2,475
Investment revenues:
Investment income, net.................................... 120,265 130,102 137,744
Realized gains, net....................................... 10,913 14,288 10,295
Other....................................................... 30,951 23,011 14,987
Gain/(loss) in closed block................................. 2,751 (105) --
-------- -------- --------
531,615 536,939 430,409
-------- -------- --------
BENEFITS AND EXPENSES:
Policy benefits:
Death benefits............................................ 14,642 19,879 20,710
Surrender benefits........................................ 137 6,730 10,084
Accident and health benefits.............................. 190,452 200,405 130,908
Interest credited......................................... 62,939 68,698 66,788
Increase/(decrease) in policy and contract reserves....... 6,290 (2,570) (3,307)
Other..................................................... 12,815 21,920 23,747
Sales and operating expenses................................ 137,830 126,199 90,737
Amortization of deferred policy acquisition costs........... 17,329 18,584 16,441
-------- -------- --------
442,434 459,845 356,108
-------- -------- --------
Income before federal income taxes and minority interest in
earnings of subsidiary.................................... 89,181 77,094 74,301
Income taxes -- current..................................... 32,130 27,229 26,401
Income taxes -- deferred.................................... 923 157 39
-------- -------- --------
Total federal income taxes........................... 33,053 27,386 26,440
-------- -------- --------
Income before minority interest in earnings of subsidiary... 56,128 49,708 47,861
Minority interest in earnings of subsidiary................. (2,618) (2,940) (1,987)
-------- -------- --------
NET INCOME.................................................. $ 53,510 $ 46,768 $ 45,874
======== ======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-II- 4
<PAGE> 65
AMERITAS LIFE INSURANCE CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Net Income.................................................. $53,510 $46,768 $45,874
Other comprehensive income (loss), net of tax:
Unrealized gains on securities:
Unrealized holding gains arising during period (net of
deferred tax of $2,664 -- 1999, $6,913 -- 1998, and
$11,628 -- 1997)..................................... 6,155 12,646 21,290
Reclassification adjustment for gains included in net
income (net of deferred tax of $1,659 -- 1999,
$1,635 -- 1998, and $2,548 -- 1997).................. (3,082) (3,036) (4,733)
Minority interest...................................... 621 (99) (158)
------- ------- -------
Other comprehensive income................................ 3,694 9,511 16,399
------- ------- -------
Comprehensive income........................................ $57,204 $56,279 $62,273
======= ======= =======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-II- 5
<PAGE> 66
AMERITAS LIFE INSURANCE CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)
<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, 1997........ -- $ -- $ -- $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 2,500 5,000 (7,500) -- --
Net realized 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 2,500 5,000 459,065 51,151 517,716
------ ------ ------ -------- ------- --------
Net unrealized investment
gains, net................. -- -- -- -- 3,073 3,073
Minority interest in net
unrealized investment
losses, net................ -- -- -- -- 621 621
Net income.................... -- -- -- 53,510 -- 53,510
------ ------ ------ -------- ------- --------
BALANCE, December 31, 1999...... 25,000 $2,500 $5,000 $512,575 $54,845 $574,920
====== ====== ====== ======== ======= ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-II- 6
<PAGE> 67
[THIS PAGE INTENTIONALLY LEFT BLANK]
F-II- 7
<PAGE> 68
AMERITAS LIFE INSURANCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------
1999 1998 1997
-------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 53,510 $ 46,768 $ 45,874
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization............................. 5,899 5,717 5,275
Amortization of deferred policy acquisition costs......... 18,544 19,090 16,441
Policy acquisition costs deferred......................... (45,600) (40,349) (36,117)
Interest credited to contract values...................... 65,577 69,487 66,788
Amortization of discounts or premiums..................... (3,615) (4,611) (1,747)
Net realized gains on investment transactions............. (11,554) (14,288) (10,295)
Deferred income taxes..................................... 923 157 39
Minority interest in earnings of subsidiary............... 2,618 2,940 1,987
Change in assets and liabilities:
Accrued investment income.............................. 1,057 (455) (10)
Other assets........................................... (2,869) (6,544) (3,239)
Policy and contract reserves........................... 3,187 (2,798) (3,446)
Policy and contract claims............................. 441 3,992 6,047
Unearned policy charges................................ (817) (1,017) (315)
Unearned reinsurance ceded allowance................... 288 (283) 511
Federal income taxes payable -- current................ 950 5,422 (7,977)
Dividends payable...................................... (96) 479 (183)
Other liabilities...................................... 2,080 6,039 6,509
Cash from closed block................................. (4,343) (2,526) --
-------- --------- ---------
Net cash from operating activities........................ 86,180 87,220 86,142
-------- --------- ---------
INVESTING ACTIVITIES
Purchase of investments:
Fixed maturity securities held to maturity................ (57,469) (62,244) (39,522)
Fixed maturity securities available for sale.............. (92,268) (137,319) (115,864)
Equity securities......................................... (34,982) (21,944) (29,432)
Redeemable preferred stock -- affiliate................... (25,000) -- --
Mortgage loans on real estate............................. (80,702) (68,518) (56,251)
Real estate............................................... (1,218) (998) (1,676)
Short-term investments.................................... (390) (1,632) (2,124)
Other investments......................................... (30,695) (16,343) (6,026)
Proceeds from sale of investments:
Fixed maturity securities available for sale.............. 7,762 22,282 16,419
Equity securities......................................... 30,527 24,681 19,914
Real estate............................................... 13,831 14,117 1,723
Other investments......................................... 1,162 4,166 649
Proceeds from maturities or repayment of investments:
Fixed maturity securities held to maturity................ 61,486 84,662 68,069
Fixed maturity securities available for sale.............. 127,068 60,503 45,942
Mortgage loans on real estate............................. 53,826 37,810 49,750
Short-term investments.................................... 1,445 958 6,278
Other investments......................................... 18,487 5,325 3,050
Purchase of property and equipment.......................... (6,753) (4,002) (5,413)
Proceeds from sale of property and equipment................ 27 43 45
Net change in loans on insurance policies................... (6,859) (3,377) (2,622)
Closed block investing activities........................... (2,765) 178 --
-------- --------- ---------
Net cash from investing activities........................ (23,480) (61,652) (47,091)
-------- --------- ---------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-II- 8
<PAGE> 69
AMERITAS LIFE INSURANCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
FINANCING ACTIVITIES:
Contribution for minority interest in subsidiary............ $ -- $ -- $ 1,530
Net change in accumulated contract values................... (96,953) (30,380) (34,584)
Closed block financing activities........................... 2,772 692 --
-------- -------- --------
Net cash from financing activities........................ (94,181) (29,688) (33,054)
-------- -------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............ (31,481) (4,120) 5,997
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 79,019 83,139 77,142
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 47,538 $ 79,019 $ 83,139
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes.................................. $ 30,992 $ 21,936 $ 34,397
NON-CASH ACTIVITIES:
Issuance of common stock.................................. $ -- $ 7,500 $ --
Assets transferred to closed block........................ -- 307,754 --
Liabilities transferred to closed block................... -- 332,223 --
Assets transferred on block co-insurance.................. 57,648 -- --
Accumulated contract values ceded in block co-insurance... 59,561 -- --
Release of deferred policy acquisition costs on block
co-insurance........................................... 1,815 -- --
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-II- 9
<PAGE> 70
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF OPERATIONS
Ameritas Life Insurance Corp. (Ameritas) is a wholly owned subsidiary of
Ameritas Holding Company (AHC) which is a wholly owned subsidiary of Ameritas
Acacia Mutual Holding Corporation (AAMHC).
In 1998, the Board of Directors of Ameritas Mutual Insurance Holding Company
(AMIHC) and Acacia Mutual Holding Corporation (AMHC) approved and adopted a plan
of merger under which the two would merge to form AAMHC. In addition, their two
wholly owned subsidiaries, AHC and Acacia Financial Group, Ltd. (AFG), would
merge to form Ameritas Holding Company. Public information hearings on the
proposed merger were held on November 20, 1998 with the Nebraska Insurance
Director and on December 17, 1998 with the D.C. Insurance Commissioner.
Following the commissioner's approval a special meeting with the eligible
members of AMHC was held on December 22, 1998 and the members of AMIHC on
December 29, 1998. With the members approval, the merger became effective
January 1, 1999. The business combination was accounted for as a pooling of
interests.
On September 13, 1997, the Board of Directors of 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 AMIHC as a mutual insurance
holding company under the insurance laws of the State of Nebraska, (ii) formed
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 AMIHC 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 AMIHC and have a
membership interest in AMIHC so long as such policy remains in force. The
membership interests in AMIHC follow, and are not severable, from the policy
from which the membership interest in AMIHC is derived.
On the effective date, Ameritas issued 25 million of its authorized shares of
capital stock to AMIHC. AMIHC 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 AMIHC 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).
F-II- 10
<PAGE> 71
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
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.
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, 1999 and
1998 and for the year ended December 31, 1999 and for the period from October 1,
1998 to December 31, 1998, is as follows:
<TABLE>
<CAPTION>
CLOSED BLOCK
--------------------
1999 1998
-------- --------
<S> <C> <C>
ASSETS:
Fixed maturity securities held to maturity (fair value
$136,940 -- 1999; $156,499 -- 1998).................... $139,517 $148,398
Fixed maturity securities available for sale (amortized
cost $58,087 -- 1999; $53,679 -- 1998)................. 56,443 56,384
Mortgage loans on real estate............................. 42,949 38,756
Loans on insurance policies............................... 43,229 44,968
Cash and cash equivalents................................. 5,992 1,656
Accrued investment income................................. 5,559 5,537
Deferred policy acquisition costs......................... 11,149 12,364
Other assets.............................................. 3,652 1,263
-------- --------
Total Closed Block Assets.............................. $308,490 $309,326
======== ========
LIABILITIES:
Policy and contract reserves.............................. $258,460 $261,180
Policy and contract claims................................ 1,809 1,636
Accumulated contract values............................... 58,878 59,196
Dividends payable......................................... 10,517 10,613
Other liabilities......................................... 5,105 1,997
-------- --------
Total Closed Block Liabilities......................... $334,769 $334,622
======== ========
INCOME, BENEFITS AND EXPENSES:
Premiums.................................................. $ 16,827 $ 4,354
Investment income, net.................................... 20,844 5,054
Policy benefits........................................... (20,261) (5,123)
Sales and operating expenses.............................. (2,835) (812)
Amortization of deferred policy acquisition costs......... (1,215) (506)
Dividends appropriated for policyowners................... (10,609) (3,072)
-------- --------
Gain/(Loss) in Closed Block............................ $ 2,751 $ (105)
======== ========
</TABLE>
F-II- 11
<PAGE> 72
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
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
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 reclassified 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, 1999 and 1998,
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 cost or equity method
(depending upon percentage ownership), and
F-II- 12
<PAGE> 73
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
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 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.
F-II- 13
<PAGE> 74
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
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.
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.
F-II- 14
<PAGE> 75
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
A roll-forward of the amounts reflected in the consolidated balance sheets as
deferred policy acquisition costs is as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Beginning balance........................................... $171,201 $164,564 $146,405
Acquisition costs deferred.................................. 45,694 40,324 36,117
Amortization of deferred policy acquisition costs........... (17,329) (18,584) (16,441)
Amount transferred to closed block.......................... -- (12,845) --
Adjustment for unrealized investment (gain)/loss............ 7,551 (2,258) (1,517)
-------- -------- --------
Ending balance.............................................. $207,117 $171,201 $164,564
======== ======== ========
</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
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, generally,
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. The IRS is currently examining the Company's 1996 through
1998 federal income tax returns. Management is currently appealing certain
adjustments proposed by the IRS for tax years 1988 and 1990
F-II- 15
<PAGE> 76
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -- (CONTINUED)
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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, entitled "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). The statement requires that
all derivatives (including certain derivatives embedded in contracts) be
recorded on the balance sheet and measured at fair value. SFAS No. 133 requires
that changes in the fair value of derivatives be recognized currently in
operations unless specific hedge accounting criteria are met. If such criteria
are met, the derivative's gain or loss will offset related results of the hedged
item in the statement of operations. A company must formally document, designate
and assess the effectiveness of transactions to apply hedge accounting
treatment.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000, with
earlier implementation permitted. The statement must be implemented as of the
beginning of a quarter and retroactive application to financial statements of
prior periods is prohibited. The Company has not determined the financial
statement impact of adopting this statement.
2. INVESTMENTS
Investment income summarized by type of investment was as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Fixed maturity securities held to maturity.................. $ 45,001 $ 53,680 $ 59,700
Fixed maturity securities available for sale................ 32,213 33,846 32,605
Equity securities........................................... 1,764 1,783 1,899
Mortgage loans on real estate............................... 19,085 20,312 19,866
Real estate................................................. 9,883 11,871 12,317
Loans on insurance policies................................. 2,254 3,849 4,341
Other investments........................................... 15,943 9,639 15,494
Short-term investments and cash and cash equivalents........ 5,493 8,665 4,266
-------- -------- --------
Gross investment income................................... 131,636 143,645 150,488
Investment expenses......................................... 11,371 13,543 12,744
-------- -------- --------
Net investment income..................................... $120,265 $130,102 $137,744
======== ======== ========
</TABLE>
F-II- 16
<PAGE> 77
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
2. INVESTMENTS -- (CONTINUED)
Net pretax realized investment gains (losses) were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Net gains (losses) on disposals, including calls, of
investments
Fixed maturity securities held to maturity................ $ (817) $ 2,235 $ 1,059
Fixed maturity securities available for sale.............. (1,816) 1,906 494
Equity securities......................................... 6,556 2,764 6,787
Mortgage loans on real estate............................. 282 1,583 959
Real estate............................................... 6,548 5,877 502
Other..................................................... 83 (2) 564
-------- -------- --------
10,836 14,363 10,365
-------- -------- --------
Provisions for losses on investments
Mortgage loans on real estate............................. (43) (100) (20)
Real estate............................................... 120 25 (50)
-------- -------- --------
Net pretax realized investment gains........................ $ 10,913 $ 14,288 $ 10,295
======== ======== ========
</TABLE>
Proceeds from sales of securities and gross gains and losses realized on those
sales were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999
--------------------------------
PROCEEDS GAINS LOSSES
-------- -------- --------
<S> <C> <C> <C>
Fixed maturity securities available for sale................ $ 7,762 $ 6 $ 80
Equity securities........................................... 30,527 8,330 1,774
-------- -------- --------
$ 38,289 $ 8,336 $ 1,854
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------
PROCEEDS GAINS LOSSES
-------- -------- --------
<S> <C> <C> <C>
Fixed maturity securities available for sale................ $ 22,282 $ 242 $ 301
Equity securities........................................... 24,681 3,874 1,110
-------- -------- --------
$ 46,963 $ 4,116 $ 1,411
======== ======== ========
</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>
F-II- 17
<PAGE> 78
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (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, 1999
---------------------------------------------
GROSS UNREALIZED
AMORTIZED ------------------
COST GAINS LOSSES FAIR VALUE
--------- ------- ------- ----------
<S> <C> <C> <C> <C>
Fixed maturity securities held to maturity
U.S. Corporate...................................... $369,467 $ 4,280 $11,368 $362,379
Mortgage-backed..................................... 96,708 1,474 898 97,284
Asset-backed........................................ 5,498 -- 306 5,192
U.S. Treasury securities and obligations of
U.S. government agencies......................... 48,547 1,989 116 50,420
Foreign............................................. 70,441 43 3,314 67,170
-------- ------- ------- --------
Total fixed maturity securities held to
maturity....................................... 590,661 7,786 16,002 582,445
-------- ------- ------- --------
Redeemable preferred stock -- affiliate............... 25,000 -- -- 25,000
-------- ------- ------- --------
Total held to maturity securities................ 615,661 7,786 16,002 607,445
-------- ------- ------- --------
Fixed maturity securities available for sale
U.S. Corporate...................................... 255,640 1,370 10,122 246,888
Mortgage-backed..................................... 70,844 108 1,750 69,202
Asset-backed........................................ 11,999 -- 303 11,696
U.S. Treasury securities and obligations of
U.S. government agencies......................... 23,083 1,830 157 24,756
Foreign............................................. 12,196 87 437 11,846
-------- ------- ------- --------
Total fixed maturity securities available for
sale........................................... 373,762 3,395 12,769 364,388
-------- ------- ------- --------
Equity securities................................... 70,421 91,549 2,151 159,819
Short-term investments.............................. 295 -- -- 295
-------- ------- ------- --------
Total available for sale securities.............. $444,478 $94,944 $14,920 $524,502
======== ======= ======= ========
</TABLE>
F-II- 18
<PAGE> 79
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
2. INVESTMENTS -- (CONTINUED)
<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
======== ======= ======= ========
</TABLE>
The amortized cost and fair value of fixed maturity securities by contractual
maturity at December 31, 1999 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............................. $ 17,363 $ 17,508 $ 11,810 $ 11,788
Due after one year through five years............... 120,461 118,239 163,223 162,980
Due after five years through ten years.............. 112,064 107,804 216,196 210,580
Due after ten years................................. 41,031 39,940 97,227 94,621
Mortgage-backed and asset-backed securities......... 82,843 80,897 102,205 102,476
-------- -------- -------- --------
Total............................................. $373,762 $364,388 $590,661 $582,445
======== ======== ======== ========
</TABLE>
F-II- 19
<PAGE> 80
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
3. INCOME TAXES
The items that give rise to deferred tax assets and liabilities relate to the
following:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------
1999 1998
-------- --------
<S> <C> <C>
Net unrealized investment gains............................. $ 33,060 $ 35,211
Equity in subsidiaries...................................... 13,414 12,058
Deferred policy acquisition costs........................... 63,753 53,003
Prepaid expenses............................................ 4,048 3,903
Other....................................................... 3,033 2,277
-------- --------
Gross deferred tax liability................................ 117,308 106,452
-------- --------
Future policy and contract benefits......................... 46,650 38,333
Deferred future revenues.................................... 5,697 5,845
Policyowner dividends....................................... 3,681 3,715
Pension and postretirement benefits......................... 3,494 2,917
Other....................................................... 5,096 4,847
-------- --------
Gross deferred tax asset.................................... 64,618 55,657
-------- --------
Net deferred tax liability................................ $ 52,690 $ 50,795
======== ========
</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
--------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Federal statutory tax rate.................................. 35.0% 35.0% 35.0%
Equity in subsidiaries...................................... 2.0 2.6 2.4
Surplus tax................................................. -- -- (2.7)
Other....................................................... 0.1 (2.1) 0.9
---- ---- ----
Effective tax rate........................................ 37.1% 35.5% 35.6%
==== ==== ====
</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 has an approximate $1.5 million capital loss carryforward available as
of December 31, 1999. At December 31, 1999 the Company provided for a valuation
allowance against the net deferred tax asset related to the capital loss
carryforward.
4. RELATED PARTY TRANSACTIONS
In addition to Ameritas, AHC is also a 100% owner of Acacia Life Insurance
Company, an insurance company domiciled in Washington, D.C., which in turn is a
100% owner of Acacia National Life Insurance Company, an insurance company
domiciled in Virginia.
Ameritas and its affiliates provide technical, financial, legal, marketing and
investment advisory support to the Acacia companies under administrative service
agreements which were effective July 1, 1999. The cost of these services for the
year ended December 31, 1999 was $4,372.
On December 20, 1999, Ameritas purchased $25,000 of redeemable preferred stock
from Acacia Life Insurance Company. The stock, which pays dividends in an amount
per annum equal to 8% and is non-voting, provides for redemption in equal
installments beginning in 2005 with final redemption on or by January 1, 2015.
F-II- 20
<PAGE> 81
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
4. RELATED PARTY TRANSACTIONS -- (CONTINUED)
Effective June 30, 1999, Ameritas' 66% indirectly owned subsidiary, Ameritas
Variable Life Insurance Company (AVLIC), agreed to 100% co-insure its equity
index annuity business to their 34% owner in a non-cash transaction. In December
1999 through assumption reinsurance the co-insured block was reduced
approximately 40%. The receivable of $35,921 from this affiliate which supports
the remaining co-insurance obligation is secured by a letter of credit.
During 1999, AVLIC formed a variable insurance trust (VIT). A 66% indirectly
owned subsidiary, Ameritas Investment Corp., serves as the investment advisor
and another affiliate provides administrative services to the VIT. At December
31, 1999 separate account assets under the VIT totaled $1,066,249.
5. 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 ended
December 31, 1999, and a statement of the funded status as of December 31 of
both years:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
------------------ ----------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
Reconciliation of benefit obligation
Benefit obligation at beginning of year................. $30,746 $23,232 $4,024 $4,498
Service cost............................................ 2,420 1,970 172 141
Interest cost........................................... 2,083 1,777 257 251
Actuarial (gain)/loss................................... (3,314) 4,488 (418) (711)
Benefits paid........................................... (2,637) (721) (232) (155)
------- ------- ------ ------
Benefit obligation at end of year....................... $29,298 $30,746 $3,803 $4,024
------- ------- ------ ------
Reconciliation of fair value of plan assets
Fair value of plan assets at beginning of year.......... $28,268 $24,271 $1,887 $1,767
Actual return on plan assets............................ 3,214 2,517 126 120
Employer contributions.................................. 2,278 2,201 -- --
Benefits paid........................................... (2,637) (721) (291) --
------- ------- ------ ------
Fair value of plan assets at end of year................ $31,123 $28,268 $1,722 $1,887
======= ======= ====== ======
</TABLE>
F-II- 21
<PAGE> 82
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
5. EMPLOYEE AND AGENT BENEFIT PLANS -- (CONTINUED)
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
------------------ ------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Funded Status
Funded status at end of year.......................... $ 1,825 $(2,478) $(2,081) $(2,137)
Unrecognized net actuarial (gain)/loss................ (1,168) 3,086 (2,373) (2,075)
Unrecognized prior service cost....................... 1,049 1,143 (13) (15)
------- ------- ------- -------
Prepaid/(accrual) benefit cost........................ $ 1,706 $ 1,751 $(4,467) $(4,227)
======= ======= ======= =======
</TABLE>
Periodic pension expense for the Company included the following components:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Service cost................................................ $ 2,420 $ 1,970 $ 1,408
Interest cost............................................... 2,083 1,777 1,496
Expected return on plan assets.............................. (3,214) (2,517) (3,329)
Amortization of transition (asset) obligation............... 94 94 94
Amortization of net loss.................................... 939 526 1,742
------- ------- -------
Net periodic benefit cost................................... $ 2,322 $ 1,850 $ 1,411
======= ======= =======
</TABLE>
Periodic post-retirement medical expense for the Company included the following
components:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Service cost................................................ $172 $141 $158
Interest cost............................................... 257 251 304
Expected return on plan assets.............................. (132) (124) (89)
Amortization of prior service cost.......................... (2) (2) --
Amortization of net gain.................................... (114) (130) (77)
---- ---- ----
Net periodic benefit cost................................... $181 $136 $296
==== ==== ====
</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
----------------- ---------------
1999 1998 1999 1998
----- ----- ---- ----
<S> <C> <C> <C> <C>
Weighted-average assumptions as of December 31
Discount rate............................................ 7.50% 6.75% 7.50% 6.75%
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
post-retirement benefit obligation, for pre-65 employees, was 6.5% in 1998
decreasing to 5.5% in 1999, after which it remains constant.
F-II- 22
<PAGE> 83
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
5. EMPLOYEE AND AGENT BENEFIT PLANS -- (CONTINUED)
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...... $ 21 $ (20)
Effect on the health care component of the accumulated
post-retirement benefit obligation........................ $117 $(110)
</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 $959 in 1999, $852 in 1998 and $868 in 1997.
6. 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 $51,200, $41,000, and
$47,200 for 1999, 1998 and 1997, respectively and statutory surplus was
$413,200, $357,700, and $311,300 at December 31, 1999, 1998 and 1997,
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 the State of Nebraska, the amount
of dividends payable to stockholders are limited.
7. 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
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Assumed..................................................... $ 13,529 $ 32,191 $ 9,740
Ceded....................................................... (14,101) (12,261) (10,777)
-------- -------- --------
$ (572) $ 19,930 $ (1,037)
======== ======== ========
</TABLE>
The Company remains contingently liable in the event that a reinsurer is unable
to meet the obligations ceded under the reinsurance agreement.
F-II- 23
<PAGE> 84
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
8. 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>
YEARS ENDED DECEMBER 31
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Balance at January 1........................................ $ 27,658 $ 22,433 $ 17,957
Reinsurance reserves (net).................................. (2,561) (1,748) (89)
-------- -------- --------
25,097 20,685 17,868
-------- -------- --------
Incurred related to:
Current year.............................................. 196,147 186,940 132,940
Prior year................................................ (8,206) (6,678) (4,675)
-------- -------- --------
Total incurred......................................... 187,941 180,262 128,265
-------- -------- --------
Paid related to:
Current year.............................................. 171,312 161,843 112,255
Prior year................................................ 16,890 14,007 13,193
-------- -------- --------
Total paid........................................ 188,202 175,850 125,448
-------- -------- --------
24,836 25,097 20,685
Reinsurance reserves (net).................................. 2,208 2,561 1,748
-------- -------- --------
Balance at December 31...................................... $ 27,044 $ 27,658 $ 22,433
======== ======== ========
</TABLE>
The liability for unpaid accident and health claims and claim adjustment
expenses is included in policy and contract claims on the consolidated balance
sheets.
9. COMMITMENTS AND CONTINGENCIES
INVESTMENTS
Securities commitments of $24,802 and $30,545, and mortgage loan and real estate
commitments of $9,897 and $8,284 were outstanding for investments to be
purchased in subsequent years as of December 31, 1999 and 1998, 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,
1999. No balance was outstanding at any time during 1999 or 1998.
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 $3,000
and $2,650 as of December 31, 1999 and 1998, respectively.
F-II- 24
<PAGE> 85
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
9. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
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.
10. 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, 1999 and 1998. 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.
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 cost or 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, REDEEMABLE PREFERRED STOCK-AFFILIATE, AND
REINSURANCE RECEIVABLE-AFFILIATE -- The carrying amounts equal fair value.
ACCRUED INVESTMENT INCOME -- Fair value equals book value.
F-II- 25
<PAGE> 86
AMERITAS LIFE INSURANCE CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
(IN THOUSANDS)
10. FAIR VALUE OF FINANCIAL INSTRUMENTS -- (CONTINUED)
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.
Estimated fair values are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
------------------------------------------------
1999 1998
---------------------- ----------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Financial assets:
Fixed maturity securities
Held to maturity............................... $590,661 $ 582,445 $586,419 $ 620,543
Available for sale............................. 364,388 364,388 484,491 484,491
Redeemable preferred stock -- affiliate........... 25,000 25,000 -- --
Equity securities................................. 159,819 159,819 121,905 121,905
Loans on insurance policies....................... 37,645 36,304 29,047 30,332
Mortgage loans on real estate..................... 245,058 241,952 222,151 238,006
Other investments................................. 32,419 35,398 23,901 28,391
Short-term investments............................ 295 295 1,341 1,341
Cash and cash equivalents......................... 47,538 47,538 79,019 79,019
Accrued investment income......................... 19,025 19,025 20,104 20,104
Reinsurance receivable -- affiliate............... 35,921 35,921 -- --
Financial liabilities:
Accumulated contract values excluding amounts held
under insurance contracts...................... 672,020 669,289 783,275 786,152
</TABLE>
F-II- 26
<PAGE> 87
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-2 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 1.35% 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). 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. Bankers Trust Company, as investment adviser to the
Bankers Trust Funds, has entered into agreements to waive and/or reimburse
operating expenses, including its fees, that exceed .30% of the Equity 500
Index, .45% of the Small Cap Index, and .65% of the EAFE(R) Index aggregate
average daily net asset values. 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%. 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
- -1.95%, 4.05%, and 10.05%, respectively.
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
LLSVUL
A- 1
<PAGE> 88
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, Ameritas 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- 2
<PAGE> 89
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP
SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
Male Issue Age: 45 Nontobacco Preferred Underwriting Class
Female Issue Age: 45 Nontobacco Preferred Underwriting Class
PLANNED PERIODIC ANNUAL PREMIUM: $22,522
INITIAL SPECIFIED AMOUNT: $1,000,000
DEATH BENEFIT OPTION: A
USING CURRENT SCHEDULE OF COST OF INSURANCE RATES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN
(-1.75% NET) (4.25% NET) (10.25% NET)
ACCUMULATED ------------------------- ------------------------- -------------------------
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
- -------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 23,648 20,823 1,000,000 22,113 1,000,000 23,404 1,000,000
2 48,479 41,176 1,000,000 45,057 1,000,000 49,094 1,000,000
3 74,551 61,046 1,000,000 68,846 1,000,000 77,285 1,000,000
4 101,926 80,422 1,000,000 93,499 1,000,000 108,217 1,000,000
5 130,671 99,301 1,000,000 119,042 1,000,000 142,164 1,000,000
6 160,852 118,263 1,000,000 146,108 1,000,000 180,055 1,000,000
7 192,543 136,705 1,000,000 174,146 1,000,000 221,668 1,000,000
8 225,818 154,612 1,000,000 203,180 1,000,000 267,378 1,000,000
9 260,757 171,982 1,000,000 233,251 1,000,000 317,620 1,000,000
10 297,443 188,813 1,000,000 264,403 1,000,000 372,882 1,000,000
11 335,964 205,090 1,000,000 296,675 1,000,000 433,701 1,000,000
12 376,410 220,822 1,000,000 330,131 1,000,000 500,702 1,000,000
13 418,878 235,982 1,000,000 364,810 1,000,000 574,561 1,000,000
14 463,470 250,575 1,000,000 400,786 1,000,000 656,067 1,000,000
15 510,292 264,547 1,000,000 438,095 1,000,000 746,087 1,000,000
16 559,455 278,605 1,000,000 478,088 1,000,000 847,899 1,000,000
17 611,076 291,874 1,000,000 519,643 1,000,000 960,749 1,066,431
18 665,277 304,296 1,000,000 562,862 1,000,000 1,085,430 1,183,119
19 722,189 315,797 1,000,000 607,863 1,000,000 1,223,204 1,308,828
20 781,947 326,092 1,000,000 654,679 1,000,000 1,375,473 1,444,247
25 1,128,655 353,669 1,000,000 924,575 1,000,000 2,410,503 2,531,028
30 1,571,153 307,310 1,000,000 1,268,363 1,331,781 4,090,906 4,295,452
35 2,135,904 89,150 1,000,000 1,678,325 1,762,241 6,775,798 7,114,588
</TABLE>
- ---------------
1) Assumes an annual $22,522 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 AVLIC 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> 90
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP
SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<TABLE>
<S> <C> <C>
Male Issue Age: 45 Nontobacco Preferred Underwriting Class
Female Issue Age: 45 Nontobacco Preferred Underwriting Class
</TABLE>
PLANNED PERIODIC ANNUAL PREMIUM: $22,522
INITIAL SPECIFIED AMOUNT: $1,000,000
DEATH BENEFIT OPTION: A
USING MAXIMUM ALLOWABLE COST OF INSURANCE RATES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN
(-1.75% NET) (4.25% NET) (10.25% NET)
ACCUMULATED ------------------------- ------------------------- -------------------------
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
- ------ ----------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 23,648 20,823 1,000,000 22,113 1,000,000 23,404 1,000,000
2 48,479 40,642 1,000,000 44,505 1,000,000 48,525 1,000,000
3 74,551 59,898 1,000,000 67,629 1,000,000 75,996 1,000,000
4 101,926 78,563 1,000,000 91,478 1,000,000 106,024 1,000,000
5 130,671 96,604 1,000,000 116,043 1,000,000 138,836 1,000,000
6 160,852 113,978 1,000,000 141,308 1,000,000 174,680 1,000,000
7 192,543 130,632 1,000,000 167,247 1,000,000 213,825 1,000,000
8 225,818 146,498 1,000,000 193,824 1,000,000 256,571 1,000,000
9 260,757 161,489 1,000,000 220,986 1,000,000 303,245 1,000,000
10 297,443 175,509 1,000,000 248,680 1,000,000 354,230 1,000,000
11 335,964 188,448 1,000,000 276,844 1,000,000 409,969 1,000,000
12 376,410 200,189 1,000,000 305,423 1,000,000 470,993 1,000,000
13 418,878 210,600 1,000,000 334,358 1,000,000 537,938 1,000,000
14 463,470 219,536 1,000,000 363,599 1,000,000 611,576 1,000,000
15 510,292 226,819 1,000,000 393,088 1,000,000 692,847 1,000,000
16 559,455 232,967 1,000,000 424,003 1,000,000 785,056 1,000,000
17 611,076 236,985 1,000,000 455,201 1,000,000 888,036 1,000,000
18 665,277 238,524 1,000,000 486,619 1,000,000 1,002,506 1,092,731
19 722,189 237,155 1,000,000 518,208 1,000,000 1,128,859 1,207,879
20 781,947 232,373 1,000,000 549,943 1,000,000 1,268,485 1,331,909
25 1,128,655 132,493 1,000,000 714,164 1,000,000 2,212,253 2,322,866
30 1,571,153 * 1,000,000 924,980 1,000,000 3,714,763 3,900,502
35 2,135,904 * 1,000,000 1,229,223 1,290,685 6,047,679 6,350,063
</TABLE>
- ---------------
* In the absence of an additional premium, the Policy would lapse.
1) Assumes an annual $22,522 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 AVLIC 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> 91
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP
SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
Male Issue Age: 45 Nontobacco Preferred Underwriting Class
Female Issue Age: 45 Nontobacco Preferred Underwriting Class
PLANNED PERIODIC ANNUAL PREMIUM: $77,903
INITIAL SPECIFIED AMOUNT: $1,000,000
DEATH BENEFIT OPTION: B
USING CURRENT SCHEDULE OF COST OF INSURANCE RATES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN
(-1.75% NET) (4.25% NET) (10.25% NET)
ACCUMULATED ------------------------- ------------------------- -------------------------
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
- ------ ----------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 81,798 73,602 1,073,602 78,115 1,078,115 82,628 1,082,628
2 167,686 145,804 1,145,804 159,434 1,159,434 173,607 1,173,607
3 257,869 216,604 1,216,604 244,066 1,244,066 273,763 1,273,763
4 352,560 286,000 1,286,000 332,125 1,332,125 384,010 1,384,010
5 451,986 353,995 1,353,995 423,734 1,423,734 505,358 1,505,358
6 556,384 421,176 1,421,176 519,624 1,519,624 639,546 1,639,546
7 666,001 486,944 1,486,944 619,346 1,619,346 787,236 1,787,236
8 781,099 551,287 1,551,287 723,021 1,723,021 949,771 1,949,771
9 901,953 614,204 1,614,204 830,794 1,830,794 1,128,648 2,128,648
10 1,028,848 675,693 1,675,693 942,810 1,942,810 1,325,514 2,325,514
11 1,162,089 735,737 1,735,737 1,059,207 2,059,207 1,542,167 2,542,167
12 1,301,992 794,348 1,794,348 1,180,156 2,180,156 1,780,622 2,780,622
13 1,448,889 851,487 1,851,487 1,305,787 2,305,787 2,043,047 3,043,047
14 1,603,132 907,159 1,907,159 1,436,274 2,436,274 2,331,877 3,331,877
15 1,765,087 961,285 1,961,285 1,571,720 2,571,720 2,649,709 3,649,709
16 1,935,139 1,016,757 2,016,757 1,717,022 2,717,022 3,007,432 4,007,432
17 2,113,694 1,070,495 2,070,495 1,867,980 2,867,980 3,401,918 4,401,918
18 2,301,177 1,122,397 2,122,397 2,024,720 3,024,720 3,836,911 4,836,911
19 2,498,034 1,172,334 2,172,334 2,187,344 3,187,344 4,316,524 5,316,524
20 2,704,734 1,219,858 2,219,858 2,355,632 3,355,632 4,844,967 5,844,967
25 3,903,988 1,411,788 2,411,788 3,279,947 4,279,947 8,408,082 9,408,082
30 5,434,575 1,481,223 2,481,223 4,311,012 5,311,012 14,154,367 15,154,367
35 7,388,034 1,353,391 2,353,391 5,379,944 6,379,944 23,391,538 24,561,115
</TABLE>
- ---------------
1) Assumes an annual $77,903 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 AVLIC 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> 92
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP
SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE
<TABLE>
<S> <C> <C>
Male Issue Age: 45 Nontobacco Preferred Underwriting Class
Female Issue Age: 45 Nontobacco Preferred Underwriting Class
</TABLE>
PLANNED PERIODIC ANNUAL PREMIUM: $77,903
INITIAL SPECIFIED AMOUNT: $1,000,000
DEATH BENEFIT OPTION: B
USING MAXIMUM ALLOWABLE COST OF INSURANCE RATES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN ANNUAL INVESTMENT RETURN
(-1.75% NET) (4.25% NET) (10.25% NET)
ACCUMULATED ------------------------- ------------------------- -------------------------
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
- ------ ----------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 81,798 73,602 1,073,602 78,115 1,078,115 82,628 1,082,628
2 167,686 145,267 1,145,267 158,879 1,158,879 173,035 1,173,035
3 257,869 215,442 1,215,442 242,834 1,242,834 272,458 1,272,458
4 352,560 284,105 1,284,105 330,062 1,330,062 381,768 1,381,768
5 451,986 351,221 1,351,221 420,641 1,420,641 501,916 1,501,916
6 556,384 416,743 1,416,743 514,637 1,514,637 633,933 1,633,933
7 666,001 480,610 1,480,610 612,103 1,612,103 778,940 1,778,940
8 781,099 542,737 1,542,737 713,069 1,713,069 938,150 1,938,150
9 901,953 603,014 1,603,014 817,538 1,817,538 1,112,868 2,112,868
10 1,028,848 661,312 1,661,312 925,496 1,925,496 1,304,514 2,304,514
11 1,162,089 717,485 1,717,485 1,036,901 2,036,901 1,514,631 2,514,631
12 1,301,992 771,369 1,771,369 1,151,696 2,151,696 1,744,901 2,744,901
13 1,448,889 822,781 1,822,781 1,269,793 2,269,793 1,997,154 2,997,154
14 1,603,132 871,522 1,871,522 1,391,084 2,391,084 2,273,389 3,273,389
15 1,765,087 917,352 1,917,352 1,515,410 2,515,410 2,575,765 3,575,765
16 1,935,139 962,945 1,962,945 1,647,309 2,647,309 2,914,543 3,914,543
17 2,113,694 1,005,077 2,005,077 1,782,328 2,782,328 3,286,113 4,286,113
18 2,301,177 1,043,313 2,043,313 1,920,112 2,920,112 3,693,429 4,693,429
19 2,498,034 1,077,154 2,077,154 2,060,217 3,060,217 4,139,687 5,139,687
20 2,704,734 1,106,056 2,106,056 2,202,123 3,202,123 4,628,365 5,628,365
25 3,903,988 1,156,368 2,156,368 2,917,201 3,917,201 7,856,401 8,856,401
30 5,434,575 989,679 1,989,679 3,566,869 4,566,869 12,914,959 13,914,959
35 7,388,034 513,502 1,513,502 4,011,870 5,011,870 20,868,340 21,911,757
</TABLE>
- ---------------
1) Assumes an annual $77,903 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 AVLIC 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- 6
<PAGE> 93
INCORPORATION BY REFERENCE
The Registrant Separate Account LLVL, purchases or will purchase units from the
portfolios of these funds at the direction of its policyholders. The
prospectuses of the funds will be distributed with this prospectus and are
hereby incorporated by reference. The prospectuses incorporated by reference are
as follows:
Calvert Variable Series, Inc.
Ameritas Portfolios
Registration No. 2-80154
Calvert Variable Series, Inc.
Registration No. 2-80154
Variable Insurance Products Fund
Registration No. 2-75010
Variable Insurance Products Fund II
Registration No. 33-20773
Neuberger Berman Advisers Management Trust
Registration No. 2-88566
Deutsche Asset Management VIT Funds
Registration No. 333-00479
Rydex Variable Trust
Registration No. 333-57017
<PAGE> 94
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"S 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 of 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> 95
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following Papers and Documents:
The facing sheet.
The prospectus consisting of 87 pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
Representations pursuant to Rule 6e-3(T).
The signatures.
Written consents of the following:
(a) Russell J. Wiltgen
(b) Donald R. Stading
(c) Deloitte & Touche LLP
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. *
(4) Not Applicable.
(5) (a) Proposed Form of Policy. ***
(b) Proposed Form of Policy Riders. ****
(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 in the BT Insurance Funds Trust*****
(c) Participation Agreement in the Rydex Variable Trust.****
(d) Participation Agreement in the Calvert Variable Series, Inc.
(e) Participation Agreement in the Variable Insurance Products
Fund
(f) Participation Agreement in the Variable Insurance Products
Fund II
(9) Not Applicable.
(10) Application for Policy. ***
2. (a)(b) Opinion and Consent of Donald R. Stading.
3. No financial statements will be omitted from the final Prospectus pursuant
to Instruction 1(b) or (c) or Part I.
4. Not applicable.
5. Not applicable.
7. (a)(b) Opinion and Consent of Russell J. Wiltgen.
8. Consent of Deloitte & Touche LLP.
9. 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
Ameritas Life Insurance Corp. Separate Account LLVL.
File No. 333-86500, 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 January 17, 1996.
*** Incorporated by reference to Post-Effective Amendment No. 5 Ameritas
Life Insurance Corp. Separate Account LLVL. File No. 33-86500, filed
February 26, 1999.
**** Incorporated by reference to Pre-Effective Amendment No. 1 for
Ameritas Life Insurance Corp. Separate Account LLVL.
File No. 333-76359, filed June 11, 1999.
***** Incorporated by reference to Pre-Effective Amendment No. 2 for
Ameritas Life Insurance Corp. Separate Account LLVL.
File No. 333-76359, filed on July 14, 1999.
<PAGE> 96
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ameritas Life Insurance Corp. Separate Account LLVL, certifies that it meets all
the requirements for effectiveness of this Post-Effective Amendment No. 1 to the
Registration Statement pursuant to Rule 485(a) under the Securities Act of 1933
and has caused this Amendment to the 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 25th day of February, 2000.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Lawrence J. Arth Director, Chairman of the Board February 25, 2000
- -------------------------------------------- and Chief Executive Officer
Lawrence J. Arth
/s/ Kenneth C. Louis Director, President and February 25, 2000
- -------------------------------------------- Chief Operating Officer
Kenneth C. Louis
/s/ Donald R. Stading Senior Vice President, Secretary and February 25, 2000
- -------------------------------------------- Corporate General Counsel
Donald R. Stading
/s/ William W. Lester Senior Vice President-Investments February 25, 2000
- -------------------------------------------- and Treasurer
William W. Lester
/s/ JoAnn M. Martin Senior Vice President and February 25, 2000
- -------------------------------------------- Chief Financial Officer
JoAnn M. Martin
/s/ James P. Abel Director February 25, 2000
- --------------------------------------------
James P. Abel
/s/ Duane W. Acklie Director February 25, 2000
- --------------------------------------------
Duane W. Acklie
</TABLE>
<PAGE> 97
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert W. Clyde Director February 25, 2000
- --------------------------------------------
Robert W. Clyde
/s/ William W. Cook, Jr. Director February 25, 2000
- --------------------------------------------
William W. Cook, Jr.
/s/ Bert A. Getz Director February 25, 2000
- --------------------------------------------
Bert A. Getz
/s/ James R. Knapp Director February 25, 2000
- --------------------------------------------
James R. Knapp
/s/ Robert F. Krohn Director February 25, 2000
- --------------------------------------------
Robert F. Krohn
/s/ Wilfred J. Maddux Director February 25, 2000
- --------------------------------------------
Wilfred J. Maddux
/s/ Charles T. Nason Director February 25, 2000
- --------------------------------------------
Charles T. Nason
/s/ Paul C. Schorr, III Director February 25, 2000
- --------------------------------------------
Paul C. Schorr, III
/s/ William C. Smith Director February 25, 2000
- --------------------------------------------
William C. Smith
/s/ Neal E. Tyner Director February 25, 2000
- --------------------------------------------
Neal E. Tyner
/s/ Winston J. Wade Director February 25, 2000
- --------------------------------------------
Winston J. Wade
</TABLE>
<PAGE> 98
EXHIBIT INDEX
EXHIBIT
1.(8) (d) Form of Participation Agreement Calvert Variable Series, Inc.
1.(8) (e) Form of Participation Agreement Variable Insurance Products Fund
1.(8) (f) Form of Participation Agreement Variable Insurance Products
Fund II
2.(a) (b) Opinion and Consent of Donald R. Stading
7.(a) (b) Opinion and Consent of Russell J. Wiltgen
8 Consent of Deloitte & Touche LLP
<PAGE> 1
EXHIBIT (8)(d)
PARTICIPATION AGREEMENT
AMONG
CALVERT VARIABLE SERIES, INC.
AMERITAS INVESTMENT, CORP.,
AND
AMERITAS LIFE INSURANCE CORP.
THIS AGREEMENT, made and entered into this 1st day of May, 2000 by and
among AMERITAS LIFE INSURANCE CORP., (hereinafter the "Company"), a Nebraska
corporation, on its own behalf and on behalf of each segregated asset account of
the Company set forth on Schedule C hereto as may be amended from time to time
(each such account hereinafter referred to as the "Account"), and the CALVERT
VARIABLE SERIES, a corporation organized under the laws of the State of Maryland
(hereinafter the "CVS") and AMERITAS INVESTMENT CORP. (hereinafter the
"Underwriter"), a Nebraska corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements substantially
identical to this Agreement (hereinafter "Participating Insurance Companies");
and
WHEREAS, the beneficial interest in CVS is divided into several series of
shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and
WHEREAS, only certain of the Portfolios of CVS set forth in Exhibit "A"
(the "Fund") are subject to this Participation Agreement; and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated November 21, 1988 (File No. 812-7095), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940
Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent
necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, AMERITAS INVESTMENT CORP. (the "Adviser") is duly registered as an
investment adviser under the Federal Investment Advisers Act of 1940 and any
applicable state securities law; and
WHEREAS, the Company has registered or will register certain variable life
and variable annuity contracts under the 1933 Act; and
WHEREAS, each Account is duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company on
the date shown for such Account on Schedule C hereto, to set aside and invest
assets attributable to the aforesaid variable life and annuity contracts; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforesaid variable life and variable annuity
contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, and the Underwriter agree as follows:
ARTICLE I. SALE OF FUND SHARES
1.1 The Underwriter agrees to sell to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company shall
be the designee of the Fund for receipt of such orders from each Account and
receipt by such designee shall constitute receipt by the Fund; provided that the
Fund receives notice of such order by 9:30 a.m. Eastern time on the next
following Business Day and provided further that the Fund timely made the net
asset value
<PAGE> 2
available to the Company, pursuant to Section 1.10. "Business Day" shall mean
any day on which the New York Stock Exchange is open for trading and on which
the Fund calculates its net asset value pursuant to the rules of the Securities
and Exchange Commission.
1.2 The Fund agrees to make its shares available indefinitely for purchase
at the applicable net asset value per share by the Company and its Accounts on
those days on which the Fund calculates its net asset value pursuant to rules of
the Securities and Exchange Commission and the Fund shall use reasonable efforts
to calculate such net asset value on each day which the New York Stock Exchange
is open for trading. Notwithstanding the foregoing, the Board of Directors of
the Fund (hereinafter the "Directors") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares of any
Portfolio if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Directors acting in good faith
and light of their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of such Portfolio.
1.3 The Fund and the Underwriter agree that shares of the Fund will be sold
only to Participating Insurance Companies and their separate accounts. No shares
of any Portfolio will be sold to the general public.
1.4 The Fund and the Underwriter will not sell Fund shares to any insurance
company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Sections 2.5 and 2.12 of
Article II of this Agreement is in effect to govern such sales.
1.5 The Fund agrees to redeem for cash, on the Company's request, any full
or fractional shares of the Fund held by the Company, executing such requests on
a daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. For purposes of this Section 1.5,
the Company shall be the designee of the Fund for receipt of requests for
redemption from each Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund receives notice of such request for
redemption on the next following Business Day and provided further that the Fund
timely made the net asset value available to the Company, pursuant to Section
1.10. In situations involving late delivery of net asset value by the Fund,
Section 1.11 governs.
1.6 The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund and in accordance with the
provisions of such prospectus. The Company agrees that all net amounts available
under the variable life and variable annuity contracts with the form number(s)
which are listed on Schedule A attached hereto and incorporated herein by this
reference, as such Schedule A may be amended from time to time hereafter by
mutual written agreement of all the parties hereto, (the "Contracts") shall be
invested in the Fund, in such other funds advised by the Adviser as may be
mutually agreed to in writing by the parties hereto, or in the Company's general
account, provided that such amounts may also be invested in an investment
company other than the Fund.
1.7 The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For
purposes of Section 2.10 and 2.11, upon receipt by the Fund of the federal funds
so wired, such funds shall cease to be the responsibility of the Company and
shall become the responsibility of the Fund.
1.8 Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account. Fund agrees to confirm to Company
share balances on a daily basis.
1.9 The Fund shall furnish same day notice (by wire, telephone, followed by
written confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Funds' shares. The Company hereby elects to receive
all such income, dividends, and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such income, dividends, and
capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions.
1.10 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7:00 p.m. Eastern time. In the
event the Fund makes such net asset value available to the Company later than
7:00 p.m., but before 9:00 p.m. Eastern time, the additional time taken by the
Fund shall also be allowed to the Company in providing order information
required under Sections 1.1 and 1.5.
1.11 In the event the Fund fails to make such net asset value available by
9:00 p.m. Eastern time, the Fund acknowledges that its delivery of net asset
value is late. The Company will execute estimated trades in lieu of actual
trades. The following day (T+2), the Company will true-up, trading the
difference between the prior day's estimated trades and the prior day's actual
trades, including any gain/loss on the difference.
-2-
<PAGE> 3
The Fund and the Underwriter agree to reimburse the Company for any market
exposure it incurs to its detriment on the true-up of actual trades due to the
net asset values having been provided late.
1.12 If the Fund provides the Company with materially incorrect share net
asset value information (as determined under SEC guidelines), the Company, on
behalf of the Account, shall be entitled to an adjustment to the number of
shares purchased or redeemed to reflect the correct share net asset value and to
reimbursement to the extent necessary to cover losses of the Company resulting
from such incorrect net asset value information. Any material error in the
calculation of net asset value per share, dividend or capital gain information
shall be reported promptly upon discovery to the Company. Furthermore, the
Underwriter shall be liable for the reasonable administrative costs incurred by
the Company in relation to the correction of any material error.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable Federal and State laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in good standing
under applicable law and that it has legally and validly established each
Account prior to any issuance or sale thereof as a segregated asset account
under Section 44-402.01 of the Nebraska Insurance Code and has registered or,
prior to any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act to serve
as a segregated investment account for the Contracts.
2.2 The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with the laws of the State of Nebraska and all applicable
federal and state securities laws and that the Fund is and shall remain
registered under the 1940 Act. The Fund shall amend the Registration Statement
for its shares under the 1933 Act and the 1940 Act from time to time as required
in order to effect the continuous offering of its shares. The Fund shall
register and qualify the shares for sale in accordance with the laws of the
various states only if and to the extent deemed advisable by the Fund or the
Underwriter.
2.3 The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.
2.4 The Company represents that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable provisions of
the Code and that it will make every effort to maintain such treatment and that
it will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.
2.5 The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted a "no
fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of
trustees, a majority of whom are not interested persons of the Fund, formulate
and approve any plan under Rule 12b-1 to finance distribution expenses.
2.6 The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees, and
expenses are and shall at all times remain in compliance with the laws of the
State of Nebraska and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Nebraska to the extent required to perform this
Agreement.
2.7 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Nebraska and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.
2.8 The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Maryland and that it does and will comply in all
material respects with the 1940 Act.
2.9 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its
-3-
<PAGE> 4
obligations for the Fund in compliance in all material respects with the laws of
the State of Nebraska and any applicable state and federal securities laws.
2.10 The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Section 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.
2.11 The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund, in an amount not less than the minimal coverage as required currently
by Section 270.17g-1 of the 1940 Act or related provisions as may be promulgated
from time to time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
2.12 The Company represents and warrants that it will not purchase Fund
shares with Account assets derived from the sale of Contracts to deferred
compensation plans with respect to service for state and local governments which
qualify under Section 457 of the federal Internal Revenue Code, as may be
amended. The Company may purchase Fund shares with Account assets derived from
any sale of a Contract to any other type of tax-advantaged employee benefit
plan; provided however that such plan has no more than 500 employees who are
eligible to participate at the time of the first such purchase hereunder by the
Company of Fund shares derived from the sale of such Contract.
ARTICLE III. PROSPECTUS AND PROXY STATEMENTS; VOTING
3.1 The Underwriter shall provide the Company (at the Company's expense)
with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the Fund's prospectus printed either
separately, or together with the prospectus for the Contracts in one document
(such printing to be at the Company's expense).
3.2 The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the Fund's
discretion, the Prospectus shall state that such Statement is available from the
Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner who requests such Statement.
3.3 The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to stockholders and other communications to stockholders
in such quantity as the Company shall reasonably require for distributing to
Contract owners.
3.4 If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received
from Contract owners; and
(iii) vote Fund shares for which no instructions have been received
in the same proportion as Fund shares of such portfolio for
which instructions have been received: so long as and to the
extent that the Securities and Exchange Commission continues
to interpret the Investment Company Act to require
pass-through voting privileges for variable contract owners.
The Company reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent
permitted by law. Participating Insurance Companies shall be
responsible for assuring that each of their separate accounts
participating in the Fund calculates voting privileges in a
manner consistent with the standards set forth in Schedule B
attached hereto and incorporated herein by this reference,
which standards will also be provided to the other
Participating Insurance Companies.
3.5 The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the trusts described in Section 16(c) of the Act) as well as
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees and
with whatever rules the Commission may promulgate with respect thereto.
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<PAGE> 5
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 The Company Shall furnish, or shall cause to be furnished, to the Fund
or its designee, each piece of sales literature or other promotional material in
which the Fund or its investment adviser or the Underwriter is named, at least
fifteen (15) Business Days prior to its use. No such material shall be used if
the Fund or its designee object to such use within fifteen (15) Business Days
after receipt of such material.
4.2 The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus for the Fund shares, as
such registration statement and prospectus may be amended or supplemented from
time to time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional material approved by the Fund or its designee or
by the Underwriter, except with the permission of the Fund or the Underwriter or
the designee of either.
4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to
be furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company and/or its separate account(s),
is named at least fifteen (15) Business Days prior to its use. No such material
shall be used if the Company or its designee object to such use within fifteen
(15) Business Days after receipt of such material.
4.4 The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.
4.6 The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the
Securities and Exchange Commission.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
Statements of Additional Information, shareholder reports, and proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1 The Fund and Underwriter shall pay no fee or other compensation to the
Company under this Agreement, except that if the Fund or any Portfolio adopts
and implements a plan pursuant to Rule 12b-1 to finance distribution expenses,
then the Underwriter may make payments to the Company or to the underwriter for
the Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the Underwriter or other resources available to the Underwriter.
No such payments shall be made directly by the Fund. Currently, no such payments
are contemplated.
5.2 All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal
laws and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy
materials and
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<PAGE> 6
reports to shareholders (including the costs of printing a prospectus that
constitutes an annual report), the preparation of all statements and notices
required by any federal or state law, all taxes on the issuance or transfer of
the Fund's shares.
5.3 The Fund shall bear the expenses of printing and distributing the
Fund's prospectus to owners of Contracts issued by the Company and of
distributing the Fund's proxy materials and reports to such Contract owners.
ARTICLE VI. DIVERSIFICATION
6.1 The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation ss. 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations.
ARTICLE VII. POTENTIAL CONFLICTS
7.1 The Board of Directors of the Fund (the "Board") will monitor the Fund
for the existence of any material irreconcilable conflict between the interests
of the contract owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons, including;
(a) an action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance, tax, or securities laws or regulations,
or a public ruling, private letter ruling, no-action or interpretative letter,
or any similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Board shall promptly
inform the Company if it determines that an irreconcilable material conflict
exists and the implications thereof.
7.2 The Company will report any potential or existing conflicts of which it
is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3 If it is determined by a majority of the Board, or a majority of its
disinterested Directors, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Directors), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.
7.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement; provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must
take place within six (6) months after the Fund gives written notice that this
provision is being implemented, and until the end of that six (6) month period
the Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the affected
Account's investment in the Fund and terminate this Agreement within six (6)
months after the Board informs the Company in writing that it has determined
that such decision has created an irreconcilable material conflict; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the
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<PAGE> 7
disinterested members of the Board. Until the end of the foregoing six (6) month
period, the Underwriter and Fund shall continue to accept and implement orders
by the Company for the purchase (and redemption) of shares of the Fund.
7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.3 to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict. In the event that the Board determines that any proposed
action does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Fund and terminate this
Agreement within six (6) months after the Board informs the Company in writing
of the foregoing determination, provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.
7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.
ARTICLE VIII. INDEMNIFICATION
8.1 INDEMNIFICATION BY THE COMPANY
8.1(a)The Company agrees to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any who controls the Fund
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company), or litigation (including legal and other expenses), to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration
Statement or prospectus for the Contracts or contained in the Contracts
or sales literature for the Contracts (or any amendment or supplement
to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to indemnify shall
not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Company by or on behalf of
the Fund for use in the Registration Statement or prospectus for the
Contracts or in the Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature of the Fund not supplied by
the Company, or persons under its control) or wrongful conduct of the
Company or persons under its control, with respect to the sale or
distribution of the Contract or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a Registration Statement, prospectus, or
sales literature of the Fund or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in
reliance upon information furnished to the Fund by or on behalf of the
Company; or
(iv)arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or
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<PAGE> 8
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Company, as limited by and in accordance with the provisions of
Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification
provisions with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject to by reason
of such Indemnified Party's willful misfeasance, bad faith, or gross negligence
in the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations or duties under this
Agreement or to the Fund, whichever is applicable.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Contracts or the operation of the
Fund.
8.2 INDEMNIFICATION BY THE UNDERWRITER
8.2(a).The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:
(i)arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such statement
or omission or alleged statement or omission was made in reliance upon
and in conformity with information furnished to the Underwriter or Fund
by or on behalf of the Company for use in the Registration Statement or
prospectus for the Fund or in sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or Fund shares; or
(ii)arise out of or as result of statements or representations (other
than statements or representations contained in the Registration
Statement, prospectus or sales literature for the Contracts not
supplied by the Underwriter or persons under its control) or wrongful
conduct of the Fund, Adviser or Underwriter or persons under their
control, with respect to the sale or distribution of the Contracts or
Fund shares; or
(iii)arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus, or
sales literature covering the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
by the Company by or on behalf of the Fund; or
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<PAGE> 9
(vi)arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified in
Article VI of this Agreement); or
(v)arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material breach of
this Agreement by the Underwriter; as limited by and in accordance with
the provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation to which
an Indemnified Party would otherwise be subject by reason of such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to each
Company or the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon Indemnified
Party (or after such Indemnified Party shall have received notice of such
services on any designated agent), but failure to notify the Underwriter of any
such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
ARTICLE IX. APPLICABLE LAW
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Maryland.
9.2 This Agreement shall be subject to the provisions of the 1933, 1934, and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules, and regulations as the Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTICLE X. TERMINATION
10.1 This Agreement shall terminate:
(a) at the option of any party, upon one year advance written notice to the
other parties; provided, however such notice shall not be given earlier than
one year following the date of this Agreement; or
(b) at the option of the Company, to the extent that shares of Portfolios
are not reasonably available to meet the requirements of the Contracts as
determined by the Company, provided, however that such termination shall
apply only to the Portfolio(s) not reasonably available. Prompt notice of
the election to terminate for such cause shall be furnished by the Company;
or
(c) at the option of the Fund, in the event that formal administrative
proceedings are instituted against the Company by the National Association
of Securities Dealers, Inc. ("NASD"), the Securities and Exchange
Commission, the Insurance Commissioner or any other regulatory body
regarding the Company's duties under this Agreement or related to the sale
of the Contracts, with respect to the operation of any Account, or the
purchase of the Fund shares, provided, however that the Fund determines in
its sole judgment exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the ability of the
Company to perform its obligations under this Agreement; or
(d) at the option of the Company, in the event that formal administrative
proceedings are instituted against the Fund or the Underwriter by the NASD,
the Securities and Exchange Commission, or any state securities or insurance
department or any other regulatory body, provided, however that the Company
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon the
ability of the Fund or Underwriter to perform its obligations under this
Agreement; or
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(e) with respect to any Account, upon requisite vote of the Contract owners
having an interest in such Account (or any subaccount) to substitute the
shares of another investment company for the corresponding Portfolio shares
of the Fund in accordance with the terms of the Contracts for which those
Portfolio shares had been selected to serve as the underlying investment
media. The Company will give thirty (30) days' prior written notice to the
Fund of the date of any proposed vote to replace the Fund's shares; or
(f) at the option of the Company, in the event any of the Fund's shares are
not registered, issued or sold in accordance with applicable state and/or
federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by the Company; or
(g) at the option of the Company, if the Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Code or under any
successor or similar provision, or if the Company reasonably believes that
the Fund may fail to so qualify; or
(h) at the option of the Company, if the Fund fails to meet the
diversification requirements specified in Article VI hereof; or
(i) at the option of either the Fund or the Underwriter, if (1) the Fund or
the Underwriter, respectively, shall determine, in their sole judgment
reasonably exercised in good faith, that the Company has suffered a material
adverse change in its business or financial condition or is the subject of
material adverse publicity and such material adverse change or material
adverse publicity will have a material adverse impact upon the business and
operations of either the Fund or the Underwriter, (2) the Fund or the
Underwriter shall notify the Company in writing of such determination and
its intent to terminate this Agreement, and (3) after considering the
actions taken by the Company and any other changes in circumstances since
the giving of such notice, such determination of the Fund or the Underwriter
shall continue to apply on the sixtieth (60th) day following the giving of
such notice, which sixtieth (60th) day shall be the effective date of
termination; or
(j) at the option of the Company, if (1) the Company shall determine, in its
sole judgment reasonably exercised in good faith, that either the Fund or
the Underwriter has suffered a material adverse change in its business or
financial condition or is the subject of material adverse publicity and such
material adverse change or material adverse publicity will have a material
adverse impact upon the business and operations of the Company, (2) the
Company shall notify the Fund and the Underwriter in writing of such
determination and its intent to terminate the Agreement, and (3) after
considering the actions taken by the Fund and/or the Underwriter and any
other changes in circumstances since the giving of such notice, such
determination shall continue to apply on the sixtieth (60th) day following
the giving of such notice, which sixtieth (60th) day shall be the effective
date of termination; or
(k) at the option of either the Fund or the Underwriter, if the Company
gives the Fund and the Underwriter the written notice specified in Section
1.6(b) hereof and at the time such notice was given there was no notice of
termination outstanding under any other provision of this Agreement;
provided, however any termination under this Section 10.1(k) shall be
effective forty-five (45) days after the notice specified in Section 1.6(b)
was given.
10.2 It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised for any
reason or for no reason.
10.3 NOTICE REQUIREMENT. No termination of this Agreement shall be effective
unless and until the party terminating this Agreement gives prior written notice
to all other parties to this Agreement of its intent to terminate which notice
shall set forth the basis for such termination. Furthermore,
(a)In the event that any termination is based upon the provisions of Article
VII, or the provision of Sections 10.1(a), 10.1(i), 10.1(j) or 10.1(k) of
this Agreement, such prior written notice shall be given in advance of the
effective date of termination as required by such provisions; and
(b)In the event that any termination is based upon the provisions of
Sections 10.1(c) or 10.1(d) of this Agreement, such prior written notice
shall be given at least ninety (90) days before the effective date of
termination.
10.4 EFFECTIVE OF TERMINATION. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall, at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this
Section 10.4 shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by Article VII of this
Agreement.
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<PAGE> 11
10.5 The Company shall not redeem Fund shares attributable to the Contracts
(as opposed to Fund shares attributable to the Company's assets held in either
Account) except (i) as necessary to implement Contract owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"). Upon request, the Company will promptly
furnish to the Fund and the Underwriter the opinion of counsel for the Company
(which counsel shall be reasonably satisfactory to the Fund and the Underwriter)
to the effect that any redemption pursuant to clause (ii) above is a Legally
Required Redemption. Furthermore, except in cases where permitted under the
terms of the Contracts, the Company shall not prevent Contract owners from
allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Underwriter ninety (90) days
notice of its intention to do so.
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Fund: Calvert Variable Series, Inc.
4550 Montgomery Avenue
Bethesda, MD 20814
Attn: Legal Department
If to the Company: Ameritas Life Insurance Corp
5900 "O" Street
P.O. Box 81889
Lincoln, NE 68501
Attn: Legal Department
If to the Underwriter: Ameritas Investment Corp.
5900 "O" Street, 4th Floor
P.O. Box 5507
Lincoln, NE 68505-0507
Attn: Legal Department
ARTICLE XII. MISCELLANEOUS
12.1 All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
directors, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby. Notwithstanding the generality of the
foregoing, each party hereto further agrees to furnish the California Insurance
Commissioner with any information or reports in connection with services
provided under this Agreement which such Commission may request in order to
ascertain whether the variable life insurance operations of the Company are
being conducted in a manner consistent with the California Variable Life
Insurance Regulations and any other applicable law or regulations.
12.7 The Underwriter agrees that to the extent any advisory or other fees
received by the Fund, the Underwriter or the Adviser are determined to be
unlawful in legal or administrative proceedings under the 1973 NAIC model
variable life insurance regulation in the states of California, Colorado,
Maryland, and
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<PAGE> 12
Michigan, the Underwriter shall indemnify and reimburse the Company for any out
of pocket expenses and actual damages the Company has incurred as a result of
any such proceeding; provided, however that the provisions of Section 8.2(b) and
8.2(c) shall apply to such indemnification and reimbursement obligation. Such
indemnification and reimbursement obligation shall be in addition to any other
indemnification and reimbursement obligations of the Fund and/or Underwriter
under this Agreement.
12.8 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.
COMPANY:
AMERITAS LIFE INSURANCE CORP.
By its authorized officer,
SEAL
By:
-----------------------------------------------
Title:
--------------------------------------------
Date:
---------------------------------------------
FUND:
CALVERT VARIABLE SERIES, INC.
By its authorized officer,
SEAL By:
--------------------------------------------
Title:
--------------------------------------------
Date:
--------------------------------------------
UNDERWRITER:
AMERITAS INVESTMENT CORP.
By its authorized officer,
SEAL By:
--------------------------------------------
Title:
--------------------------------------------
Date:
--------------------------------------------
<PAGE> 1
EXHIBIT (8)(e)
PARTICIPATION AGREEMENT
AMONG
VARIABLE INSURANCE PRODUCTS FUND,
FIDELITY DISTRIBUTORS CORPORATION
and
AMERITAS LIFE INSURANCE CORP.
THIS AGREEMENT, made and entered into as of this 15th day of July, 1989 by and
among AMERITAS LIFE INSURANCE CORP., (hereinafter the "Company"), a Nebraska
corporation, on its own behalf and on behalf of each segregated asset account of
the Company set forth on Schedule C hereto as may be amended from time to time
(each such account hereinafter referred to as the "Account"), and the VARIABLE
INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (hereinafter the "Fund"), and FIDELITY
DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts
corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company an is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements substantially
identical to this Agreement (hereinafter "Participating Insurance Companies");
and
WHEREAS, the beneficial interest in the Fund is divided into several series of
shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated October 15, 1985 (File No. 812-6102), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
account exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b)
of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act")
and Rules 6e-2(b) (15) and 6e-3(T) (b) (15)thereunder, to the extent necessary
to permit shares of the Fund to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, Fidelity management & Research Company (the "Advisor") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and
WHEREAS, the Company has registered or will register certain variable life and
variable annuity contracts under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company on
the date shown for such Account on Schedule C hereto, to set aside and invest
assets attributable to the aforesaid variable life and annuity contracts; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
(hereinafter the "1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance law and regulations,
the Company intends to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforesaid variable life and variable annuity
contracts and the Underwriter is authorized to sell such shares to unit
investment
1
<PAGE> 2
trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Underwriter agrees to sell to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the Fund. For purposes of the
Section 1.1, the Company shall be the designee of the Fund for receipt
of such orders from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice
of such order by 9:30 a.m. Boston time on the next following Business
Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange
Commission.
1.2 The Fund agrees to make its shares available indefinitely for purchase
at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value
pursuant to rules of the Securities and Exchange Commission and the
Fund shall use reasonable efforts to calculate such net asset value on
each day which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, the Board of Trustees of the Fund
(hereinafter the "Trustees") may refuse to sell shares of any Portfolio
to any person, or suspend or terminate the offering of shares of any
Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the
Trustees acting in good faith and in light of their fiduciary duties
under federal and any applicable state laws, necessary in the best
interests of the shareholders of such Portfolio.
1.3 The Fund and the Underwriter agree that shares of the Fund will be sold
only to Participating Insurance Companies and their separate accounts.
No shares of any Portfolio will be sold to the general public.
1.4 The Fund and the Underwriter will not sell Fund shares to any insurance
company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 and
2.12 of Article II of this Agreement is in effect to govern such sales.
1.5 The Fund agrees to redeem for cash, on the Company's request, any full
or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after
receipt by the Fund or its designee of the request for redemption. For
purposes of the Section 1.5, the Company shall be the designee of the
Fund for receipt of requests for redemption from each Account and
receipt by such designee shall constitute receipt by the Fund; provided
that the Fund receives notice of such request for redemption on the
next following Business Day.
1.6 The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund and in accordance
with the provisions of such prospectus. The Company agrees that all net
amounts available under the variable life and variable annuity
contracts with the form number(s) which are listed on Schedule A
attached hereto and incorporated herein by this reference, as such
Schedule A may be amended from time to time hereafter by mutual written
agreement of all the parties hereto, (the "Contracts") shall be
invested in the Fund, in such other Funds advised by the Adviser as may
be mutually agreed to in writing by the parties hereto, or in the
Company's general account, provided that such amounts may also be
invested in an investment company other
2
<PAGE> 3
than the Fund if (a) such other investment company, or series thereof,
has investment objectives and policies of all the Portfolios of the
Fund; or (b) the Company gives the Fund and the Underwriter 45 days
written notice of its intention to make such other investment company
available as a funding vehicle for the Contracts; or (c) such other
investment company was available as a funding vehicle for the Contracts
prior to the date of this Agreement and the Company so informs the Fund
and Underwriter prior to their signing this Agreement; or (d) the Fund
or Underwriter consents to the use of such other investment company.
1.7 The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds transmitted by
wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of
the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of
the Fund.
1.8 Issuance and transfer of the Fund's Shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account.
1.9 The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Funds' shares. The Company
hereby elects to receive all such income dividends and capital gain
distributions as are payable on the Portfolio shares in additional
shares of the Portfolio. The Company reserves the right to revoke this
election and to receive all such income dividends and capital gain
distributions in cash. The Fund shall notify the Company of the number
of shares so issued as payment of such dividends and distributions.
1.10 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall
use its best efforts to make such net asset value per share available
by 7 p.m. Boston time.
ARTICLE II. Representations and Warranties
2.1 The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable Federal
and State laws and that the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements. The
Company further represents and warrants that it is an insurance company
duly organized and in good standing under applicable law and that it
has legally and validly established each Account prior to any issuance
or sale thereof as a segregated asset account under Section44-402.01 of
the Nebraska Insurance Code and has registered or, prior to any
issuance or sale of the Contracts, will register each Account as a unit
investment trust in accordance with the provisions of the 1940 Act to
serve as a segregated investment account for the Contracts.
2.2 The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Nebraska
and all applicable federal and state securities laws and that the Fund
is and shall remain registered under the 1940 Act. The Fund shall amend
the Registration Statement for its shares under the 1933 Act and the
1940 Act from time to time as required in order to effect the
continuous offering of its shares. The fund shall register and qualify
the shares for sale in accordance with the laws of the various states
only if and to the extent deemed advisable by the Fund or the
Underwriter.
3
<PAGE> 4
2.3 The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or
similar provision) and that it will notify the Company immediately upon
having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.
2.4 The Company represent that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable
provisions of the Code and that it will make every effort to maintain
such treatment and that it will notify the Fund and the Underwriter
immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might no be so
treated in the future.
2.5 The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it may make such payments in the future. The Fund
has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it
makes no payment for distribution expenses. To the extent that it
decides to finance distribution expenses pursuant to Rule 12b-1 to
finance distribution expenses.
2.6 The Fund makes no representation as the whether any aspect of its
operation (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or regulation of
the various states except that the Fund represents that the Fund's
investment policies, fees and expenses are and shall at all times
remain in compliance with the law of the State of Nebraska and the Fund
and the Underwriter represent that their respective operations are and
shall at all times remain in material compliance with the law of the
Sate of Nebraska to the extent required to perform this Agreement.
2.7 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the
Fund shares in accordance with the laws of the State of Nebraska and
all applicable state and federal securities laws, including without
limitation the 1933 Act, the 1934 Act, and the 1940 Act.
2.8 The Fund represents that it is lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.
2.9 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall
perform its obligations for the Fund in compliance in all material
respects with the laws of the State of Nebraska and any applicable
state and federal securities laws.
2.10 The Fund and Underwriter represent and warrant that all of their
directors, officer, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the
Fund are and shall continue to be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the Fund in an
amount no less than the minimal coverage as required currently by
Section 17g-(1) of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid Bond shall include
coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.
2.11 The Company represents and warrants that all of its directors, officers
employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to
be at all times covered by a blanket fidelity bond or similar coverage
for the benefit of the Fund, in an amount not less than the minimal
coverage as required currently by Section 270.17g-1 of the 1940 Act or
related provisions
4
<PAGE> 5
as may be promulgated from time to time. The aforesaid Bond shall
include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.
2.12 The Company represents and warrants that it will not purchase Fund
shares with Account assets derived from the sale of Contracts to
deferred compensation plans with respect to service for state and local
governments which qualify under Section 457 of the federal Internal
Revenue Code, as may be amended. The Company may purchase Fund shares
with Account assets derived from any sale of a Contract to any other
type of tax-advantaged employee benefit plan; provided however that
such plan has no more that 500 employees who are eligible to
participate at the time of the first such purchase hereunder by the
Company of Fund shares derived from the sale of such Contract.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1 The Underwriter shall provide the Company (at the Company's expense)
with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the
Fund shall provide such documentation (including a final copy of the
new prospectus as set in type at the Fund's expense) and other
assistance as is reasonably necessary in order for the Company once
each year (or more frequently if the prospectus for the Fund is
amended) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document (such printing to be at the
Company's expense).
3.2 The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the
Fund's discretion, the Prospectus shall state that such Statement is
available from the Fund), and the Underwriter (or the Fund), at its
expense, shall print and provide such Statement free of charge to the
Company and to any owner of a Contract or prospective owner who
requests such Statement.
3.3 The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to stockholders and other communication to
stockholders in such quantity as the Company shall reasonably require
for distributing to Contract Owners.
3.4 If and to the extent required by law the Company shall:
1. solicit voting instruction from Contract Owners;
2. vote the Fund shares in accordance with instructions
received from Contract Owners; and
3. vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such
portfolio for which instructions have been received: so
long as and to the extent that the Securities and Exchange
Commission continues to interpret the Investment Company
Act to require pass-through voting privileges for variable
contract owners. The Company reserves the right to vote
Fund shares held in any segregated asset account in its own
right, to the extent permitted by law. Participating
Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with
the standards set forth on Schedule B attached hereto and
incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance
Companies.
3.5 The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide
for annual meetings or comply with Section 16(c) of the 1940 Act
(although the Fund is not one of the trusts described in Section 16(c)
of that Act) as well as with Sections 16(a) and, if and when
applicable, 16(b). Further, the Fund will act in accordance with the
Securities and Exchange
5
<PAGE> 6
Commission's interpretation of the requirements of Section 16(a) with
respect to periodic elections of trustees and with whatever rules the
Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund
or its designee, each piece os sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter
is named, at least fifteen Business Days prior to its use. No such
material shall be used if the Fund or its designee object to such use
within fifteen Business Days after receipt of such material
4.2 The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus
for the Fund shares, as such registration statement and prospectus may
be amended or supplemented from time to time, or in reports or proxy
statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee or by the Underwriter,
except with the permission of the Fund or the Underwriter or the
designee of either.
4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to
be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or
its separate account(s), is named at least fifteen Business Days prior
to its use. No such material shall be used if the Company or its
designee object to such use within fifteen Business Days after receipt
of such material.
4.4 The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or
representation contained in a registration statement or prospectus for
the Contracts, as such registration statement and prospectus may be
amended or supplemented from time to time, or in published reports for
each Account which are in the public domain or approved by the Company
for distribution to Contract owner, or in sales literature or other
promotional material approved by the Company or its designee, except
with the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate
to the Fund or its shares, contemporaneously with the filing of such
document with the Securities and Exchange Commission or other
regulatory authorities.
4.6 The Company will provide to the fund at least one complete copy of all
registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for
exemptions, requests for no action letters, and all amendments to any
of the above, that relate to the Contracts or each Account,
contemporaneously with the filing of such document with the Securities
and Exchange Commission.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is no limited to, advertisements
(such as material published, or designed for use in, a newspaper,
magazine, or other periodical, radio television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, or
other public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public,
including brochures, circulars, research reports, market letters,
6
<PAGE> 7
form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made
generally available to some or all agents or employees, and
registration statements, prospectuses, Statement of Additional
Information, shareholder reports, and proxy materials.
ARTICLE V. Fees and Expenses
5.1 The Fund and Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule12b-1 to finance
distribution expenses, then the Underwriter may make payment to the
Company or to the underwriter for the Contracts if and in amounts
agreed to by the Underwriter in writing and such payments will be made
out of existing fees otherwise payable to the Underwriter. No such
payments shall be made directly by the Fund. Currently no payments are
contemplated.
5.2 All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares
are registered and authorized for issuance in accordance with
applicable federal law and, if and to the extent deemed advisable by
the Fund, in accordance with applicable state laws prior to their sale.
The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the
Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing
the proxy material and reports to shareholders (including the costs of
printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or
state law, all taxes on the issuance or transfer of the Fund's shares.
5.3 The Company shall bear the expenses of printing and distributing the
Fund's prospectus to owners of Contracts issued by the Company and
distributing the Fund's proxy materials and reports to such Contract
owners.
ARTICLE VI. Diversification
6.1 The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Fund will at all times comply
with Section 817(h) of the Code and Treasury Regulation ss.1.817-5,
relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations.
ARTICLE VII. Potential Conflicts
7.1 The Board of Trustees of the Fund (the "Board") will monitor the Fund
for the existence of any material irreconcilable conflict between the
interests of the contract owners of all separate account investing in
the Fund. An irreconcilable material conflict may arise for a variety
of reasons, including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance, tax
or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e)
a difference in voting instructions given by variable annuity contract
and variable life insurance contract owners; or (f) a decision by an
insurer to disregard the voting instructions of contract owners. The
Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the
7
<PAGE> 8
implications thereof.
7.2 The Company will report any potential or existing conflicts of which it
is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by
providing the Board with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Company to inform the Board whenever contract
owner voting instructions are disregarded.
7.3 If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists,
the Company and other Participating Insurance Companies shall, at their
expense and to the extent reasonably practicable (as determined by a
majority of the disinterested trustees), take whatever steps are
necessary to remedy or eliminate the irreconcilable material conflict,
up to and including: (1), withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and
reinvesting such assets in a different investment medium, including
(but not limited to) another Portfolio of the Fund, or submitting the
question whether such segregation should be implemented to a vote of
all affected Contract owners and, as appropriate, segregating the
assets of any appropriate group (i.e., annuity contract owners, life
insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of
making such a change; and (2) establishing a new registered management
investment company or manage separate account.
7.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority
vote, the Company may be required, at the Fund's election, to withdraw
the Account's investment in the Fund and terminate this Agreement;
provided, however that such withdrawal and termination shall be limited
to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of
the Board. Any such withdrawal and termination must take place within
six (6) months after the Fund gives written notice that this provision
is being implemented, and until the end of that six month period the
Underwriter and Fund shall continue to accept and implement orders by
the Company for the purchase (and redemption) of shares of the Fund.
7.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw
the affected Account's investment in the Fund and terminate this
Agreement within six months after the Board informs the Company in
writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Until the end of
the foregoing six month period, the Underwriter and Fund shall continue
to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Fund.
7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Fund be required to establish a new
funding medium for the Contracts. The Company shall not be required by
Section 7.3 to establish a new funding medium for the Contracts if an
offer to do so has been declined by vote of majority of Contract owners
materially adversely affected by the irreconcilable material conflict.
In the event that the Board determines that
8
<PAGE> 9
any proposed action does not adequately remedy any irreconcilable
material conflict, then the Company will withdraw the Account's
investment in the Fund and terminate this Agreement within six (6)
months after the Board informs the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of
the Act or the rules promulgated thereunder with respect to mixed or
shared funding (as defined in the Shared Funding Exemptive Order) on
terms and conditions materially different from those contained in the
Shared Funding Exemptive Order, then (a) the Fund and/or the
Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
amended, and Rule 6e-3m as adopted, to the extent such rules are
applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of
this Agreement shall continue in effect only to the extent that terms
and conditions substantially identical to such Sections are contained
in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1 Indemnification By The Company
8.1(a) The Company agrees to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any, who
controls the Fund within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of
this Section 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the
written consent of the Company) or litigation ( including
legal and other expenses), to which the Indemnified Parties
may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damage,
liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and:
4. Arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained
in the Registration Statement or prospectus for the
Contracts or contained in the Contracts or sales
literature for the Contracts or contained in the
Contracts or sales literature for the Contracts (or any
amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the
alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon
and in conformity with information furnished to the
Company by or on behalf of the Fund for use in the
Registration Statement or prospectus for the Contracts
or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund
shares; or
5. arise out of or as a result of statements or
representations (other than statements or
representations contained in the Registration Statement,
prospectus or sales literature of the Fund not supplied
by the Company, or persons under its control) or
wrongful conduct of the Company or persons
9
<PAGE> 10
under its control, with respect to the sale or
distribution of the Contracts or Fund Shares; or
6. arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature of the Fund
or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make
the statements therein not misleading if such a
statement or omission was made in reliance upon
information furnished to the Fund by or on behalf of the
Company: or
7. arise as a result of any failure by the Company to
provide the services and furnish the materials under the
terms of this Agreement; or
8. arise out of or result from any material breach of any
representation and/or warranty made by the Company in
this Agreement or arise out of or result from any other
material breach of this Agreement by the Company, as
limited by and in accordance with the provisions of
Sections 8.1(b) and 8.1(c) hereof.
8.1(b) The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations or
duties under this Agreement or to the Fund, whichever is
applicable.
8.1(c) The Company shall not be liable under this indemnification
provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have
notified the Company in writing within a reasonable time after
the summons or other first legal process giving information of
the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but
failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified
Parties, the Company shall be entitled to participate, at its
own expense, in the defense of such action. The Company also
shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice
from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by
it, and the Company will not be liable to such party under
this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
8.1(d) Th Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Fund Shares or the
Contracts or the operation of the Fund.
8.2 Indemnification by the Underwriter
8.2(a) The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each
person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or
litigation (including legal and other expenses) to which the
10
<PAGE> 11
Indemnified Parties may become subject under any statue, at
common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses ( or actions in respect
thereof) or settlements are related to the sale or acquisition
of the Fund's shares or the Contracts and:
9. arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained
in the Registration Statement or prospectus or sales
literature of the Fund (or any amendment or supplement
to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not
apply as to any Indemnified Party is such statement or
omission or such alleged statement or omission was made
in reliance upon and in conformity with information
furnished to the Underwriter or Fund by or on behalf of
the company for use in the Registration Statement or
prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or fund
shares: or
10. arise out of or as a result of statements or
representations (other than statements or
representations contained in the Registration Statement,
prospectus or sales literature for the Contracts not
supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund, Adviser or
Underwriter or persons under their control, with respect
to the sale or distribution of the Contracts or Fund
shares; or
11. arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature covering the
Contracts, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statement or statements therein
not misleading, if such statement or omission was made
in reliance upon information furnished to the Company by
or on behalf of the Fund; or
12. arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply
with the diversification requirements specified in
Article VI of this Agreement); or
13. arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter
in this Agreement or arise out of or result from any
other material breach of this Agreement by the
Underwriter; as limited by and in accordance with the
provisions of Sections 8.02(b) and 8.2(c) hereof.
8.2(b) The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations and
duties under this Agreement or to each Company or the Account,
whichever is applicable.
8.2(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have
notified the Underwriter in writing within a reasonable time
after
11
<PAGE> 12
the summons or other first legal process giving information of
the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but
failure to notify the Underwriter of any such claim shall not
relieve the Underwriter from any liability which it may have
to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified
Parties, the Underwriter will be entitled to participate, at
its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice
from the Underwriter to such party of the Underwriter's
election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel
retained by it, and the Underwriter will not be liable to such
party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in
connection with the defense thereof other than reasonable
costs of investigation.
8.2(d) The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or
any of its officers or directors in connection with the
issuance or sale of the Contracts or the operation of each
Account.
8.3 Indemnification By the Fund
8.3(a) The fund agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if
any, who controls the Company within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for
purposes of this Section 8.3) against any and all losses,
claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Fund) or litigation
(including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or
settlements result from the gross negligence, bad faith or
willful misconduct of the Trustees or any member thereof, are
related to the operation of the fund and:
14. arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure to comply with
the diversification requirements specified in Article VI
of this Agreement); or
15. arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 8.3(b)
and 8.3(c) hereof.
8.3(b) The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations and
duties under this Agreement or to the Company, the Fund, the
Underwriter or each Account, whichever is applicable.
8.3(c) The Fund shall no be liable under this indemnified provision
with respect to any claim made against and Indemnified Party
unless such Indemnified Party shall have
12
<PAGE> 13
notified the Fund in writing within a reasonable time after
the summons or other first legal process giving information of
the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but
failure to notify the Fund of any such claim shall not relieve
the Fund from any liability which it may have to the
Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified
Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice
from the Fund to such party of the Fund's election to assume
the defense thereof, the Indemnified Party shall bear the fees
and expense of any additional counsel retained by it, and the
Fund will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such
party independently in connection with the defense thereof
other than reasonable costs of investigation.
8.3(d) The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings
against it or any of its respective officers or directors in
connection with this Agreement, the issuance or sale of the
Contracts, with respect to the operation of either Account, or
the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of
Massachusetts.
9.2 This Agreement shall be subject to the provision of the 1933, 1934, and
1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as
the Securities and Exchange Commission may grant (including, but not
limited to, the Shared Funding Exemptive Order) and the terms hereof
shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1 This agreement shall terminate:
(1) at the option of any party upon one year advance written
notice to the other parties; provided, however such notice
shall not be given earlier than one year following the date of
this Agreement; or
(2) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the
requirements of the Contracts as determined by the Company,
provided however, that such termination shall apply only to
the Portfolio(s) not reasonably available. Prompt notice of
the election to terminate for such cause shall be furnished by
the Company; or
(3) at the option of the Fund in the event that formal
administrative proceedings are instituted against the Company
by the National Association of Securities Dealer, Inc.
("NASD"), the Securities and Exchange Commission, the
Insurance Commissioner or any other regulatory body regarding
the Company's duties under this Agreement or related to the
sale of the Contracts, with respect to the operation of any
Account, or the purchase of the Fund shares, provided,
however, that the Fund determines in its sole judgment
exercised in good faith, that any such
13
<PAGE> 14
administrative proceedings will have a material adverse effect
upon the ability of the Company to perform its obligations
under this Agreement; or
(4) at the option of the Company in the event that formal
administrative proceedings are instituted against the Fund or
Underwriter by the NASD, the Securities and Exchange
Commission, or any state securities or insurance department or
any other regulatory body, provided, however, that the Company
determines in its sole judgment exercised in good faith, that
any such administrative proceedings will have a material
adverse effect upon the ability of the Fund or Underwriter to
perform its obligations under this Agreement; or
(5) with respect to any Account, upon requisite vote of the
Contract owners having an interest in such Account (or any
subaccount) to substitute the shares of another investment
company for the corresponding Portfolio shares of the Fund in
accordance with the terms of the Contracts for which those
Portfolio shares had been selected to serve as the underlying
investment media. The Company will give 30 days' prior written
notice to the Fund of the date of any proposed vote to replace
the Fund's shares; or
(6) at the option of the Company, in the event any of the Fund's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the
use of such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or
(7) at the option of the Company, if the Fund ceases to qualify as
a Regulated Investment Company under Subchapter M of the Code
or under any successor or similar provision, or if the Company
reasonably believes that the Fund may fail to so qualify; or
(8) at the option of the Company, if the Fund fails to meet the
diversification requirements specified in Article VI hereof;
or
(9) at the option of either the Fund or the Underwriter, if (1)
the Fund or the Underwriter, respectively, shall determine, in
their sole judgment reasonably exercised in good faith, that
the Company has suffered a material adverse change in its
business or financial condition or is the subject of material
adverse publicity and such material adverse change or material
adverse publicity will have a material adverse impact upon the
business and operations of either the Fund or the Underwriter,
(2) the Fund or the Underwriter shall notify the Company in
writing of such determination and its intent to terminate this
Agreement, and (3) after considering the action taken by the
Company and any other changes in circumstances since the
giving of such notice, such determination of the Fund or the
Underwriter shall continue to apply on the sixtieth (60th) day
following the giving of such notice, which sixtieth day shall
be the effective date of termination; or
(10) at the option of the Company, if (1) the Company shall
determine, in its sole judgment reasonably exercised in good
faith, that either the Fund or the Underwriter has suffered a
material adverse change in its business or financial condition
or is the subject of material adverse publicity and such
material adverse change or material adverse publicity will
have a material adverse impact upon the business and
operations of the Company, (2) the Company shall notify the
Fund and the Underwriter in writing of such determination and
its intent to terminate the Agreement, and (3) after
considering the action taken by the Fund and/or the
Underwriter and any other changes in circumstances since the
giving of such notice, such determination shall continue to
apply on the sixtieth (60th) day
14
<PAGE> 15
following the giving of such notice, which sixtieth day shall
be effective date of termination; or
(11) at the option of either the Fund or the Underwriter, if the
Company gives the Fund and the Underwriter the written notice
specified in Section 1.6(b) hereof and at the time such notice
was given there was no notice of termination outstanding under
any other provision of this Agreement; provided, however any
termination under this Section 10.1(k) shall be effective
forty five (45) days after the notice specified in Section
1.6(b) was given.
10.2 It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised
for any reason or for no reason.
10.3 Notice Requirement No termination of this Agreement shall be effective
unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement of its intent to
terminate which notice shall set forth the basis for such termination.
Furthermore,
(12) In the event that any termination is based upon the provisions
of Article VII, or the provision of Section 10.1(a), 10.1(i),
10.1(j) or 10.1(k) of this Agreement, such prior written
notice shall be given in advance of the effective date of
termination as required by such provisions; and
(13) in the event that any termination is based upon the provisions
of Section 10.1(c) or 10.1(d) of this Agreement, such prior
written notice shall be given at least (90) days before the
effective date of termination.
10.4 Effect of Termination Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall at the option of the
Company, continue to make available additional shares of the Fund
pursuant to the terms and conditions of this Agreement, for all
Contracts in effect on the effective date of termination (hereinafter
referred to as "Existing Contracts"). Specifically, without limitation,
the owners of the Existing Contracts shall be permitted to reallocate
investments in the Fund, redeem investments in the Fund and/or invest
in the Fund upon the making of additional purchase payments under the
Existing Contacts. The parties agree that this Section 10.4 shall not
apply to any termination under Article VII and the effect of such
Article VII terminations shall be governed by Article VII of this
Agreement.
10.5 The Company shall not redeem Fund shares attributable to the Contracts
(as opposed to Fund shares attributable to the Company's assets held in
either Account) except (i) as necessary to implement Contract Owner
initiated transactions, or (ii) as required by state and/or federal law
or regulation or judicial or other legal precedent of general
application (hereinafter referred to as a "Legally Required
Redemption"). Upon request, the Company will promptly furnish to the
Fund and Underwriter the opinion of counsel for the Company (which
counsel shall be reasonably satisfactory to the Fund and the
Underwriter) to the effect that any redemption pursuant to clause (ii)
above is a Legally Required Redemption. Furthermore, except in cases
where permitted under the terms of the Contracts, the Company shall not
prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the
Fund or the Underwriter 90 days notice of its intention to do so.
ARTICLE XI Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to
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<PAGE> 16
time specify in writing to the other party.
If to the Fund: 82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
If to the Company: 5900 "O" Street, P.O. Box 8i889
Lincoln, Nebraska 68501
Attention: Legal Department
If to the Underwriter: 82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither
the Trustee, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and,
except as permitted by this Agreement, shall not disclose, disseminate
or utilize such names and addresses and other confidential information
until such time as it may come into the public domain without the
express written consent of the affected party.
12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the
same instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry
relating to this Agreement or the transaction contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto
further agrees to furnish the California Insurance Commissioner with
any information or reports in connection with services provided under
this Agreement with such Commissioner may request in order to ascertain
whether the variable life insurance operation of the Company are being
conducted in a manner consistent with the California Variable Life
Insurance Regulations and any other applicable law or regulations.
12.7 The Fund and Underwriter agree that to the extent any advisory or other
fees received by the Fund, the Underwriter or the Adviser are
determined to be unlawful in legal or administrative proceedings under
the 1973 NAIC model variable life insurance regulation in the states of
California, Colorado, Maryland or Michigan, the Underwriter shall
indemnify and reimburse the Company for any out of pocket expenses and
actual damages the Company has incurred as a result of any such
proceeding; provided however that the provisions of Section 8.2(b) of
this and 8.2(c) shall apply to such indemnification and reimbursement
obligation. Such indemnification and reimbursement obligation shall be
in addition to any other indemnification and reimbursement obligations
of the Fund and/or the Underwriter under this Agreement.
12.8 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled
to under state and federal laws.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name on its behalf by its duly authorized representative and its
seal to be hereunder affixed hereto as of the date specified below.
16
<PAGE> 17
Company:
AMERITAS LIFE INSURANCE CORP.
By its authorized officer,
SEAL By:
--------------------------------------
Title:
--------------------------------------
Date:
--------------------------------------
Fund:
VARIABLE INSURANCE PRODUCTS FUND
By its authorized officer,
SEAL By:
--------------------------------------
Title:
--------------------------------------
Date:
--------------------------------------
Underwriter:
FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,
SEAL By:
--------------------------------------
Title:
--------------------------------------
Date:
--------------------------------------
17
<PAGE> 1
EXHIBIT (8)(f)
PARTICIPATION AGREEMENT
AMONG
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION
and
AMERITAS LIFE INSURANCE CORP.
THIS AGREEMENT, made and entered into as of this 1st day of May,2000 by and
among AMERITAS LIFE INSURANCE CORP., (hereinafter the "Company"), a Nebraska
corporation, on its own behalf and on behalf of each segregated asset account of
the Company set forth on Schedule C hereto as may be amended from time to time
(each such account hereinafter referred to as the "Account"), and the VARIABLE
INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (hereinafter the "Fund"), and FIDELITY
DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts
corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company an is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements substantially
identical to this Agreement (hereinafter "Participating Insurance Companies");
and
WHEREAS, the beneficial interest in the Fund is divided into several series of
shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated September 17, 1986 (File No. 812-6422), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
account exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b)
of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act")
and Rules 6e-2(b) (15) and 6e-3(T) (b) (15)thereunder, to the extent necessary
to permit shares of the Fund to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, Fidelity management & Research Company (the "Advisor") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and
WHEREAS, the Company has registered or will register certain variable life and
variable annuity contracts under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company on
the date shown for such Account on Schedule C hereto, to set aside and invest
assets attributable to the aforesaid variable life and annuity contracts; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
(hereinafter the "1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
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WHEREAS, to the extent permitted by applicable insurance law and regulations,
the Company intends to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforesaid variable life and variable annuity
contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Underwriter agrees to sell to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt by the Fund or its designee
of the order for the shares of the Fund. For purposes of the Section 1.1,
the Company shall be the designee of the Fund for receipt of such orders
from each Account and receipt by such designee shall constitute receipt
by the Fund; provided that the Fund receives notice of such order by 9:30
a.m. Boston time on the next following Business Day. "Business Day" shall
mean any day on which the New York Stock Exchange is open for trading and
on which the Fund calculates its net asset value pursuant to the rules of
the Securities and Exchange Commission.
1.2 The Fund agrees to make its shares available indefinitely for purchase at
the applicable net asset value per share by the Company and its Accounts
on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which
the New York Stock Exchange is open for trading. Notwithstanding the
foregoing, the Board of Trustees of the Fund (hereinafter the "Trustees")
may refuse to sell shares of any Portfolio to any person, or suspend or
terminate the offering of shares of any Portfolio if such action is
required by law or by regulatory authorities having jurisdiction or is,
in the sole discretion of the Trustees acting in good faith and in light
of their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of such Portfolio.
1.3 The Fund and the Underwriter agree that shares of the Fund will be sold
only to Participating Insurance Companies and their separate accounts. No
shares of any Portfolio will be sold to the general public.
1.4 The Fund and the Underwriter will not sell Fund shares to any insurance
company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 and
2.12 of Article II of this Agreement is in effect to govern such sales.
1.5 The Fund agrees to redeem for cash, on the Company's request, any full or
fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after
receipt by the Fund or its designee of the request for redemption. For
purposes of the Section 1.5, the Company shall be the designee of the
Fund for receipt of requests for redemption from each Account and receipt
by such designee shall constitute receipt by the Fund; provided that the
Fund receives notice of such request for redemption on the next following
Business Day.
1.6 The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund and in accordance with
the provisions of such prospectus. The Company agrees that all net
amounts available under the variable life and variable annuity contracts
with the form number(s) which are listed on Schedule A attached hereto
and incorporated herein by this reference, as such Schedule A may be
amended from time to time hereafter by mutual written agreement of all
the parties hereto, (the "Contracts") shall be invested in the Fund, in
such other Funds advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, or in the Company's general account,
provided that such amounts may also be invested in an investment company
other than the Fund if (a) such other investment company, or series
thereof, has investment objectives and policies of all the Portfolios of
the Fund; or (b) the Company gives the Fund and the Underwriter 45 days
written notice of its intention to make such other investment company
available as a funding vehicle for the Contracts; or (c) such other
investment company was available as a funding vehicle for the Contracts
prior to the date of this Agreement and the Company so informs the Fund
and Underwriter prior to their signing this Agreement; or (d) the Fund or
Underwriter consents to the use of such other investment company.
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1.7 The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds transmitted by
wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of
the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the
Fund.
1.8 Issuance and transfer of the Fund's Shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for
each Account or the appropriate subaccount of each Account.
1.9 The Fund shall furnish same day notice (by wire or telephone, followed by
written confirmation) to the Company of any income, dividends or capital
gain distributions payable on the Funds' shares. The Company hereby
elects to receive all such income dividends and capital gain
distributions as are payable on the Portfolio shares in additional shares
of the Portfolio. The Company reserves the right to revoke this election
and to receive all such income dividends and capital gain distributions
in cash. The Fund shall notify the Company of the number of shares so
issued as payment of such dividends and distributions.
1.10 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical
after the net asset value per share is calculated and shall use its best
efforts to make such net asset value per share available by 7 p.m. Boston
time.
ARTICLE II. Representations and Warranties
2.1 The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and sold
in compliance in all material respects with all applicable Federal and
State laws and that the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements. The
Company further represents and warrants that it is an insurance company
duly organized and in good standing under applicable law and that it has
legally and validly established each Account prior to any issuance or
sale thereof as a segregated asset account under Section44-402.01 of the
Nebraska Insurance Code and has registered or, prior to any issuance or
sale of the Contracts, will register each Account as a unit investment
trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts.
2.2 The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Nebraska
and all applicable federal and state securities laws and that the Fund is
and shall remain registered under the 1940 Act. The Fund shall amend the
Registration Statement for its shares under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous offering
of its shares. The fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Fund or the Underwriter.
2.3 The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or
similar provision) and that it will notify the Company immediately upon
having a reasonable basis for believing that it has ceased to so qualify
or that it might not so qualify in the future.
2.4 The Company represent that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable
provisions of the Code and that it will make every effort to maintain
such treatment and that it will notify the Fund and the Underwriter
immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might no be so
treated in the future.
2.5 The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it may make such payments in the future. The Fund has
adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payment for distribution expenses. To the extent that it decides to
finance distribution expenses pursuant to Rule 12b-1 to finance
distribution expenses.
2.6 The Fund makes no representation as the whether any aspect of its
operation (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or regulation of
the various states except that the Fund represents that the Fund's
investment policies, fees and expenses are and shall at all times remain
in compliance with the law of the
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State of Nebraska and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material
compliance with the law of the Sate of Nebraska to the extent required to
perform this Agreement.
2.7 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the
Fund shares in accordance with the laws of the State of Nebraska and all
applicable state and federal securities laws, including without
limitation the 1933 Act, the 1934 Act, and the 1940 Act.
2.8 The Fund represents that it is lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does and
will comply in all material respects with the 1940 Act.
2.9 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the
laws of the State of Nebraska and any applicable state and federal
securities laws.
2.10 The Fund and Underwriter represent and warrant that all of their
directors, officer, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund
are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund in an amount no less
than the minimal coverage as required currently by Section 17g-(1) of the
1940 Act or related provisions as may be promulgated from time to time.
The aforesaid Bond shall include coverage for larceny and embezzlement
and shall be issued by a reputable bonding company.
2.11 The Company represents and warrants that all of its directors, officers
employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be
at all times covered by a blanket fidelity bond or similar coverage for
the benefit of the Fund, in an amount not less than the minimal coverage
as required currently by Section 270.17g-1 of the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued
by a reputable bonding company.
2.12 The Company represents and warrants that it will not purchase Fund shares
with Account assets derived from the sale of Contracts to deferred
compensation plans with respect to service for state and local
governments which qualify under Section 457 of the federal Internal
Revenue Code, as may be amended. The Company may purchase Fund shares
with Account assets derived from any sale of a Contract to any other type
of tax-advantaged employee benefit plan; provided however that such plan
has no more that 500 employees who are eligible to participate at the
time of the first such purchase hereunder by the Company of Fund shares
derived from the sale of such Contract.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1 The Underwriter shall provide the Company (at the Company's expense) with
as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund
shall provide such documentation (including a final copy of the new
prospectus as set in type at the Fund's expense) and other assistance as
is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Fund is amended) to have the
prospectus for the Contracts and the Fund's prospectus printed together
in one document (such printing to be at the Company's expense).
3.2 The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the
Fund's discretion, the Prospectus shall state that such Statement is
available from the Fund), and the Underwriter (or the Fund), at its
expense, shall print and provide such Statement free of charge to the
Company and to any owner of a Contract or prospective owner who requests
such Statement.
3.3 The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to stockholders and other communication to
stockholders in such quantity as the Company shall reasonably require for
distributing to Contract Owners.
3.4 If and to the extent required by law the Company shall:
I. solicit voting instruction from Contract Owners;
II. vote the Fund shares in accordance with instructions
received from Contract Owners; and
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III. vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such
portfolio for which instructions have been received: so
long as and to the extent that the Securities and Exchange
Commission continues to interpret the Investment Company
Act to require pass-through voting privileges for variable
contract owners. The Company reserves the right to vote
Fund shares held in any segregated asset account in its own
right, to the extent permitted by law. Participating
Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with
the standards set forth on Schedule B attached hereto and
incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance
Companies.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although
the Fund is not one of the trusts described in Section 16(c) of that Act)
as well as with Sections 16(a) and, if and when applicable, 16(b).
Further, the Fund will act in accordance with the Securities and Exchange
Commission's interpretation of the requirements of Section 16(a) with
respect to periodic elections of trustees and with whatever rules the
Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece os sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter
is named, at least fifteen Business Days prior to its use. No such
material shall be used if the Fund or its designee object to such use
within fifteen Business Days after receipt of such material
4.2 The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund in connection
with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for
the Fund shares, as such registration statement and prospectus may be
amended or supplemented from time to time, or in reports or proxy
statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee or by the Underwriter,
except with the permission of the Fund or the Underwriter or the designee
of either.
4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to
be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its
use. No such material shall be used if the Company or its designee object
to such use within fifteen Business Days after receipt of such material.
4.4 The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than the information or representation
contained in a registration statement or prospectus for the Contracts, as
such registration statement and prospectus may be amended or supplemented
from time to time, or in published reports for each Account which are in
the public domain or approved by the Company for distribution to Contract
owner, or in sales literature or other promotional material approved by
the Company or its designee, except with the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate to
the Fund or its shares, contemporaneously with the filing of such
document with the Securities and Exchange Commission or other regulatory
authorities.
4.6 The Company will provide to the fund at least one complete copy of all
registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above,
that relate to the Contracts or each Account, contemporaneously with the
filing of such document with the Securities and Exchange Commission.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is no limited to, advertisements
(such as material published, or designed for use in, a
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newspaper, magazine, or other periodical, radio television, telephone or
tape recording, videotape display, signs or billboards, motion pictures,
or other public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public,
including brochures, circulars, research reports, market letters, form
letters, seminar texts, reprints or excerpts of any other advertisement,
sales literature, or published article), educational or training
materials or other communications distributed or made generally available
to some or all agents or employees, and registration statements,
prospectuses, Statement of Additional Information, shareholder reports,
and proxy materials.
ARTICLE V. Fees and Expenses
5.1 The Fund and Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule12b-1 to finance
distribution expenses, then the Underwriter may make payment to the
Company or to the underwriter for the Contracts if and in amounts agreed
to by the Underwriter in writing and such payments will be made out of
existing fees otherwise payable to the Underwriter. No such payments
shall be made directly by the Fund. Currently no payments are
contemplated.
5.2 All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares
are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall
bear the expenses for the cost of registration and qualification of the
Fund's shares, preparation and filing of the Fund's prospectus and
registration statement, proxy materials and reports, setting the
prospectus in type, setting in type and printing the proxy material and
reports to shareholders (including the costs of printing a prospectus
that constitutes an annual report), the preparation of all statements and
notices required by any federal or state law, all taxes on the issuance
or transfer of the Fund's shares.
5.3 The Company shall bear the expenses of printing and distributing the
Fund's prospectus to owners of Contracts issued by the Company and
distributing the Fund's proxy materials and reports to such Contract
owners.
ARTICLE VI. Diversification
6.1 The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Fund will at all times comply
with Section 817(h) of the Code and Treasury Regulation ss.1.817-5,
relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations.
ARTICLE VII. Potential Conflicts
7.1 The Board of Trustees of the Fund (the "Board") will monitor the Fund for
the existence of any material irreconcilable conflict between the
interests of the contract owners of all separate account investing in the
Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance, tax or
securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer
to disregard the voting instructions of contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable
material conflict exists and the implications thereof.
7.2 The Company will report any potential or existing conflicts of which it
is aware to the Board. The Company will assist the Board in carrying out
its responsibilities under the Shared Funding Exemptive Order, by
providing the Board with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Company to inform the Board whenever contract
owner voting instructions are disregarded.
7.3 If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists,
the Company and other Participating Insurance Companies
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shall, at their expense and to the extent reasonably practicable (as
determined by a majority of the disinterested trustees), take whatever
steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to and including: (1), withdrawing the assets allocable to
some or all of the separate accounts from the Fund or any Portfolio and
reinvesting such assets in a different investment medium, including
(but not limited to) another Portfolio of the Fund, or submitting the
question whether such segregation should be implemented to a vote of
all affected Contract owners and, as appropriate, segregating the
assets of any appropriate group (i.e., annuity contract owners, life
insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of
making such a change; and (2) establishing a new registered management
investment company or manage separate account.
7.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority
vote, the Company may be required, at the Fund's election, to withdraw
the Account's investment in the Fund and terminate this Agreement;
provided, however that such withdrawal and termination shall be limited
to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of
the Board. Any such withdrawal and termination must take place within
six (6) months after the Fund gives written notice that this provision
is being implemented, and until the end of that six month period the
Underwriter and Fund shall continue to accept and implement orders by
the Company for the purchase (and redemption) of shares of the Fund.
7.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw
the affected Account's investment in the Fund and terminate this
Agreement within six months after the Board informs the Company in
writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Until the end of
the foregoing six month period, the Underwriter and Fund shall continue
to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Fund.
7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Fund be required to establish a new
funding medium for the Contracts. The Company shall not be required by
Section 7.3 to establish a new funding medium for the Contracts if an
offer to do so has been declined by vote of majority of Contract owners
materially adversely affected by the irreconcilable material conflict.
In the event that the Board determines that any proposed action does
not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Fund and
terminate this Agreement within six (6) months after the Board informs
the Company in writing of the foregoing determination, provided,
however, that such withdrawal and termination shall be limited to the
extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested members of the Board.
7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of
the Act or the rules promulgated thereunder with respect to mixed or
shared funding (as defined in the Shared Funding Exemptive Order) on
terms and conditions materially different from those contained in the
Shared Funding Exemptive Order, then (a) the Fund and/or the
Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
amended, and Rule 6e-3m as adopted, to the extent such rules are
applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of
this Agreement shall continue in effect only to the extent that terms
and conditions substantially identical to such Sections are contained
in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1 Indemnification By The Company
8.1(a) The Company agrees to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any, who
controls the Fund within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of
this Section 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in
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settlement with the written consent of the Company) or litigation
( including legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damage,
liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:
I. Arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in
the Registration Statement or prospectus for the Contracts
or contained in the Contracts or sales literature for the
Contracts or contained in the Contracts or sales literature
for the Contracts (or any amendment or supplement to any of
the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that
this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and
in conformity with information furnished to the Company by
or on behalf of the Fund for use in the Registration
Statement or prospectus for the Contracts or in the
Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
II. arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or
sales literature of the Fund not supplied by the Company,
or persons under its control) or wrongful conduct of the
Company or persons under its control, with respect to the
sale or distribution of the Contracts or Fund Shares; or
III. arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature of the Fund or
any amendment thereof or supplement thereto or the omission
or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading if such a statement or
omission was made in reliance upon information furnished to
the Fund by or on behalf of the Company: or
IV. arise as a result of any failure by the Company to provide
the services and furnish the materials under the terms of
this Agreement; or
V. arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company, as limited by and
in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b) The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities
or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this
Agreement or to the Fund, whichever is applicable.
8.1(c) The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the
Company in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service
on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which
it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company
also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from
the Company to such party of the Company's election to assume the
defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company
will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than
reasonable costs of investigation.
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<PAGE> 9
8.1(d) Th Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Fund Shares or the
Contracts or the operation of the Fund.
8.2 Indemnification by the Underwriter
8.2(a) The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any,
who controls the Company within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of
this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including legal and
other expenses) to which the Indemnified Parties may become
subject under any statue, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses ( or actions
in respect thereof) or settlements are related to the sale or
acquisition of the Fund's shares or the Contracts and:
I. arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the Registration Statement or prospectus or sales
literature of the Fund (or any amendment or supplement to
any of the foregoing), or arise out of or are based upon
the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that
this agreement to indemnify shall not apply as to any
Indemnified Party is such statement or omission or such
alleged statement or omission was made in reliance upon and
in conformity with information furnished to the Underwriter
or Fund by or on behalf of the company for use in the
Registration Statement or prospectus for the Fund or in
sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the
Contracts or fund shares: or
II. arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or
sales literature for the Contracts not supplied by the
Underwriter or persons under its control) or wrongful
conduct of the Fund, Adviser or Underwriter or persons
under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or
III. arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature covering the
Contracts, or any amendment thereof or supplement thereto,
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if
such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the
Fund; or
IV. arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in
good faith or otherwise, to comply with the diversification
requirements specified in Article VI of this Agreement); or
V. arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in
this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter; as
limited by and in accordance with the provisions of
Sections 8.02(b) and 8.2(c) hereof.
8.2(b) The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities
or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this
Agreement or to each Company or the Account, whichever is
applicable.
8.2(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the
Underwriter in writing within a reasonable time after the summons
or other first legal process giving information of the nature of
the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such
service on any designated agent), but failure to notify the
Underwriter of any such
9
<PAGE> 10
claim shall not relieve the Underwriter from any liability which
it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The
Underwriter also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After
notice from the Underwriter to such party of the Underwriter's
election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel
retained by it, and the Underwriter will not be liable to such
party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of
investigation.
8.2(d) The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of
its officers or directors in connection with the issuance or sale
of the Contracts or the operation of each Account.
8.3 Indemnification By the Fund
8.3(a) The fund agrees to indemnify and hold harmless the Company, and
each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject
under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements result from the gross negligence,
bad faith or willful misconduct of the Trustees or any member
thereof, are related to the operation of the fund and:
I. arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure to comply with the
diversification requirements specified in Article VI of
this Agreement); or
II. arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 8.3(b)
and 8.3(c) hereof.
8.3(b) The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this
Agreement or to the Company, the Fund, the Underwriter or each
Account, whichever is applicable.
8.3(c) The Fund shall no be liable under this indemnified provision with
respect to any claim made against and Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have
been served upon such Indemnified Party (or after such Indemnified
Party shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not
relieve the Fund from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the Fund
will be entitled to participate, at its own expense, in the
defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in
the action. After notice from the Fund to such party of the Fund's
election to assume the defense thereof, the Indemnified Party
shall bear the fees and expense of any additional counsel retained
by it, and the Fund will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof
other than reasonable costs of investigation.
8.3(d) The Company and the Underwriter agree promptly to notify the Fund
of the commencement of any litigation or proceedings against it or
any of its respective officers
10
<PAGE> 11
or directors in connection with this Agreement, the issuance or
sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of
Massachusetts.
9.2 This Agreement shall be subject to the provision of the 1933, 1934, and
1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as
the Securities and Exchange Commission may grant (including, but not
limited to, the Shared Funding Exemptive Order) and the terms hereof
shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1 This agreement shall terminate:
(a) at the option of any party upon one year advance written notice to
the other parties; provided, however such notice shall not be
given earlier than one year following the date of this Agreement;
or
(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the requirements
of the Contracts as determined by the Company, provided however,
that such termination shall apply only to the Portfolio(s) not
reasonably available. Prompt notice of the election to terminate
for such cause shall be furnished by the Company; or
(c) at the option of the Fund in the event that formal administrative
proceedings are instituted against the Company by the National
Association of Securities Dealer, Inc. ("NASD"), the Securities
and Exchange Commission, the Insurance Commissioner or any other
regulatory body regarding the Company's duties under this
Agreement or related to the sale of the Contracts, with respect to
the operation of any Account, or the purchase of the Fund shares,
provided, however, that the Fund determines in its sole judgment
exercised in good faith, that any such administrative proceedings
will have a material adverse effect upon the ability of the
Company to perform its obligations under this Agreement; or
(d) at the option of the Company in the event that formal
administrative proceedings are instituted against the Fund or
Underwriter by the NASD, the Securities and Exchange Commission,
or any state securities or insurance department or any other
regulatory body, provided, however, that the Company determines in
its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect
upon the ability of the Fund or Underwriter to perform its
obligations under this Agreement; or
(e) with respect to any Account, upon requisite vote of the Contract
owners having an interest in such Account (or any subaccount) to
substitute the shares of another investment company for the
corresponding Portfolio shares of the Fund in accordance with the
terms of the Contracts for which those Portfolio shares had been
selected to serve as the underlying investment media. The Company
will give 30 days' prior written notice to the Fund of the date of
any proposed vote to replace the Fund's shares; or
(f) at the option of the Company, in the event any of the Fund's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the use
of such shares as the underlying investment media of the Contracts
issued or to be issued by the Company; or
(g) at the option of the Company, if the Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Code or
under any successor or similar provision, or if the Company
reasonably believes that the Fund may fail to so qualify; or
(h) at the option of the Company, if the Fund fails to meet the
diversification requirements specified in Article VI hereof; or
(i) at the option of either the Fund or the Underwriter, if (1) the
Fund or the Underwriter, respectively, shall determine, in their
sole judgment reasonably exercised in good faith, that the Company
has suffered a material adverse change in its business or
financial condition or is the subject of material adverse
publicity and such material adverse change
11
<PAGE> 12
or material adverse publicity will have a material adverse impact
upon the business and operations of either the Fund or the
Underwriter, (2) the Fund or the Underwriter shall notify the
Company in writing of such determination and its intent to
terminate this Agreement, and (3) after considering the action
taken by the Company and any other changes in circumstances since
the giving of such notice, such determination of the Fund or the
Underwriter shall continue to apply on the sixtieth (60th) day
following the giving of such notice, which sixtieth day shall be
the effective date of termination; or
(j) at the option of the Company, if (1) the Company shall determine,
in its sole judgment reasonably exercised in good faith, that
either the Fund or the Underwriter has suffered a material adverse
change in its business or financial condition or is the subject of
material adverse publicity and such material adverse change or
material adverse publicity will have a material adverse impact
upon the business and operations of the Company, (2) the Company
shall notify the Fund and the Underwriter in writing of such
determination and its intent to terminate the Agreement, and (3)
after considering the action taken by the Fund and/or the
Underwriter and any other changes in circumstances since the
giving of such notice, such determination shall continue to apply
on the sixtieth (60th) day following the giving of such notice,
which sixtieth day shall be effective date of termination; or
(k) at the option of either the Fund or the Underwriter, if the
Company gives the Fund and the Underwriter the written notice
specified in Section 1.6(b) hereof and at the time such notice was
given there was no notice of termination outstanding under any
other provision of this Agreement; provided, however any
termination under this Section 10.1(k) shall be effective forty
five (45) days after the notice specified in Section 1.6(b) was
given.
10.2 It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised for
any reason or for no reason.
10.3 Notice Requirement No termination of this Agreement shall be effective
unless and until the party terminating this Agreement gives prior written
notice to all other parties to this Agreement of its intent to terminate
which notice shall set forth the basis for such termination. Furthermore,
(a) In the event that any termination is based upon the provisions of
Article VII, or the provision of Section 10.1(a), 10.1(i), 10.1(j)
or 10.1(k) of this Agreement, such prior written notice shall be
given in advance of the effective date of termination as required
by such provisions; and
(b) in the event that any termination is based upon the provisions of
Section 10.1(c) or 10.1(d) of this Agreement, such prior written
notice shall be given at least (90) days before the effective date
of termination.
10.4 Effect of Termination Notwithstanding any termination of this Agreement,
the Fund and the Underwriter shall at the option of the Company, continue
to make available additional shares of the Fund pursuant to the terms and
conditions of this Agreement, for all Contracts in effect on the
effective date of termination (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund,
redeem investments in the Fund and/or invest in the Fund upon the making
of additional purchase payments under the Existing Contacts. The parties
agree that this Section 10.4 shall not apply to any termination under
Article VII and the effect of such Article VII terminations shall be
governed by Article VII of this Agreement.
10.5 The Company shall not redeem Fund shares attributable to the Contracts
(as opposed to Fund shares attributable to the Company's assets held in
either Account) except (i) as necessary to implement Contract Owner
initiated transactions, or (ii) as required by state and/or federal law
or regulation or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"). Upon
request, the Company will promptly furnish to the Fund and Underwriter
the opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any
redemption pursuant to clause (ii) above is a Legally Required
Redemption. Furthermore, except in cases where permitted under the terms
of the Contracts, the Company shall not prevent Contract Owners from
allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Underwriter 90 days notice
of its intention to do so.
12
<PAGE> 13
ARTICLE XI Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the Fund: 82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
If to the Company: 5900 "O" Street, P.O. Box 8i889
Lincoln, Nebraska 68501
Attention: Legal Department
If to the Underwriter: 82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the
Trustee, officers, agents or shareholders assume any personal liability
for obligations entered into on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of
the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and other confidential information until such
time as it may come into the public domain without the express written
consent of the affected party.
12.3 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the
same instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry
relating to this Agreement or the transaction contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto
further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this
Agreement with such Commissioner may request in order to ascertain
whether the variable life insurance operation of the Company are being
conducted in a manner consistent with the California Variable Life
Insurance Regulations and any other applicable law or regulations.
12.7 The Fund and Underwriter agree that to the extent any advisory or other
fees received by the Fund, the Underwriter or the Adviser are determined
to be unlawful in legal or administrative proceedings under the 1973 NAIC
model variable life insurance regulation in the states of California,
Colorado, Maryland or Michigan, the Underwriter shall indemnify and
reimburse the Company for any out of pocket expenses and actual damages
the Company has incurred as a result of any such proceeding; provided
however that the provisions of Section 8.2(b) of this and 8.2(c) shall
apply to such indemnification and reimbursement obligation. Such
indemnification and reimbursement obligation shall be in addition to any
other indemnification and reimbursement obligations of the Fund and/or
the Underwriter under this Agreement.
12.8 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled
to under state and federal laws.
13
<PAGE> 14
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name on its behalf by its duly authorized representative and its
seal to be hereunder affixed hereto as of the date specified below.
Company:
AMERITAS LIFE INSURANCE CORP.
By its authorized officer,
SEAL By: ______________________________________
Title: ______________________________________
Date: ______________________________________
Fund:
VARIABLE INSURANCE PRODUCTS FUND II
By its authorized officer,
SEAL By: ______________________________________
Title: ______________________________________
Date: ______________________________________
Underwriter:
FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,
SEAL By: ______________________________________
Title: ______________________________________
Date: ______________________________________
14
<PAGE> 1
Exhibit 2.(a)(b)
Opinion and Consent of Donald R. Stading
Ameritas Life Insurance Corp. Logo
February 29, 2000
Ameritas Life Insurance Corp.
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska 68501
Gentleman:
With reference to Post-Effective Amendment No.1 to the Registration Statement
No. 333-76359 on Form S-6, filed by Ameritas Life Insurance Corp. and Ameritas
Life Insurance Corp. Separate Account LLVL with the Securities and 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 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 survivorship flexible premium variable universal 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
Post-Effective Amendment No. 1 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
<PAGE> 1
EXHIBIT 7.(a)(b)
Opinion and Consent of Russell J. Wiltgen
[AMERITAS LIFE INSURANCE CORP. LOGO]
February 29, 2000
Ameritas Life Insurance Corp.
5900 "O" Street
Lincoln, Nebraska 68510
Gentlemen:
This opinion is furnished in connection with the registration by Ameritas Life
Insurance Corp. of a survivorship flexible premium variable life insurance
policy ("Contract") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 1 to Registration Statement No. 333-76359 on Form
S-6 describes the Contract. The form of Contract was prepared under my direction
and I am familiar with the Registration Statement and Exhibits thereto. This
contract was developed and filed under Securities and Exchange Commission Rule
6E-3(T), as interpreted at this time by the SEC staff. In my opinion:
The illustrations of death benefits and accumulation values included in
the section entitled "Illustrations of Death Benefits and Accumulation
Values" in the Appendices of the prospectus, based on the assumptions
stated in the illustrations, are consistent with the provisions of the
Contract. The rate structure of the Contract has not been designed so
as to make the relationship between premiums and benefits, as shown in
the illustrations, appear more favorable to prospective purchasers of
the Contract for other ages or for two males or two females.
I hereby consent to the use of this opinion as an exhibit to the Post-Effective
Amendment No. 1 to the Registration Statement and to the reference to my name
under the heading "Experts" in the prospectus.
Very truly yours,
/s/ Russell J. Wiltgen
Russell J. Wiltgen
Vice President - Individual Product Management
<PAGE> 1
EXHIBIT 8
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-76359 of Ameritas Life Insurance Corp. Separate Account LLVL
of our reports dated February 5, 2000, on the financial statements of Ameritas
Life Insurance Corp. and the subaccounts of Ameritas Life Insurance Corp.
Separate Account LLVL appearing in the Prospectus, which is a part of such
Registration Statement, and to the reference to us under the heading "Experts"
in such Prospectus.
/s/ Deloitte & Touche LLP
Lincoln, Nebraska
February 28, 2000
