As filed with Securities and Exchange Commission on July 25,
2000
Registration No. 333-36220
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARILLON LIFE ACCOUNT
(Exact Name of Trust)
THE UNION CENTRAL LIFE INSURANCE COMPANY
(Name of Depositor)
1876 Waycross Road
P.O. Box 40888
Cincinnati, Ohio 45240
(Address of depositor's principal executive offices)
<TABLE>
<C> <C>
THERESA M. BRUNSMAN, ESQ. Copies to:
The Union Central Life Insurance Company KIMBERLY J. SMITH, ESQ.
1876 Waycross Road Sutherland Asbill & Brennan LLP
P.O. Box 40888 1275 Pennsylvania Ave., N.W.
Cincinnati, Ohio 45240 Washington, D.C. 20004-2404
(Name and address of agent for service)
</TABLE>
Title of Securities Being Registered:
Interests in a separate account under
Flexible Premium Variable Life Insurance Policies
Approximate date of proposed public offering:
As soon as practicable after the effective date of this
Registration Statement
The Registrant hereby amends this Registration Statement under
the Securities Act of 1933 on such date or dates as may be
necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or
until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
CARILLON LIFE ACCOUNT
Registration Statement on Form S-6
Reconciliation and Tie Between Items
In Form N-8B-2 and the Prospectus
Form N-8B-2
Item No. Caption in Prospectus
1 Cover Page
2 Cover Page
3 Inapplicable
4 Sale of the Policies
5 The Union Central Life Insurance Company
6 Carillon Life Account
9 Inapplicable
10(a) Other Policy Benefits and Provisions
10(b) Summary and Diagram of the Policy
10(c),(d),(e) Death Benefit Options; Cash Benefits; Summary and
Diagram of the Policy; Other Policy Benefits and
Provisions; Surrendering the Policy for Cash
Surrender Value; Partial Cash Surrenders; Loans;
Transfer Privilege; Premiums; Supplemental and/or
Rider Benefits
10(f),(g),(h) Voting Rights;Other Policy Benefits and Provisions
10(i) Other Policy Benefits and Provisions;Death Benefit
Options; Carillon Life Account;Supplemental and/or
Rider Benefits
11 Carillon Life Account
12 Carillon Life Account; The Portfolios; Sale of the
Policies
13 Charges and Deductions; Sale of the Policies; The
Portfolios
14 Premiums; Charges and Deductions; Sale of the
Policies
15 Premiums
16 Carillon Life Account; The Portfolios
17 Captions referenced under Items 10(c),(d),(e) and
(i) above
18 Carillon Life Account; Cash Benefits
19 Reports to Policy Owners; Sale of the Policies
20 Captions referenced under Items 6 and 10(g) above
21 Loans
22 Inapplicable
23 Sale of the Policies
24 Other Policy Benefits and Provisions
25 The Union Central Life Insurance Company
26 Sale of the Policies; The Portfolios
27 The Union Central Life Insurance Company
28 Officers and Directors of Union Central (Appendix
A)
29 The Union Central Life Insurance Company
30 Inapplicable
31 Inapplicable
32 Inapplicable
33 Inapplicable
<PAGE>
Form N-8B-2
Item No. Caption in Prospectus
34 Sale of the Policies
35 The Union Central Life Insurance Company
36 Inapplicable
37 Inapplicable
38 Sale of the Policies
39 Sale of the Policies
40 Sale of the Policies
41(a) Sale of the Policies
42 Inapplicable
43 Inapplicable
44(a) Carillon Life Account; The Portfolios; Premiums;
Charges and Deductions
44(b) Charges and Deductions
44(c) Premiums; Charges and Deductions
45 Inapplicable
46 The Portfolios; Captions referenced under Items
10(c), (d) and (e) above
47 Inapplicable
48 Inapplicable
49 Inapplicable
50 Inapplicable
51 Cover Page; Summary and Diagram of the Policy;
Death Benefit Options; Loans; Changes in Specified
Amount;Charges and Deductions;Supplemental and/or
Rider Benefits; Other Policy Benefits and
Provisions; Premiums; Sale of the Policies
52 Other Policy Benefits and Provisions
53 Tax Considerations
54 Inapplicable
55 Inapplicable
59 Financial Statements
<PAGE>
PROSPECTUS
Individual Flexible Premium Variable Universal Life Insurance
Policies - Executive Edge
---------------------------------------------------------------
THE UNION CENTRAL LIFE INSURANCE COMPANY
CARILLON LIFE ACCOUNT
Home Office:
1876 Waycross Road
P.O. Box 40888
Cincinnati, Ohio 45240-4088
Telephone: 1-800-999-1840
This prospectus describes an individual flexible premium
variable universal life insurance policy offered by The Union
Central Life Insurance Company. We designed the policies for
business ownership and for use when the insured persons share a
common employment or business relationship. We generally require
annual planned premium payments equal to $50,000 or more if this
policy is purchased other than on a common employment basis. We
may permit exceptions in some cases, and additional requirements
may apply. Under this policy, we insure the life of the person
you specify, and give you flexibility in the death benefit, and
amount and timing of your premium payments. With this
flexibility, you can provide for your changing insurance needs
under a single policy.
You can allocate net premiums to one or more subdivisions of the
variable account, to the guaranteed account, or to both. If you
allocate net premiums to the variable account, we will deposit
them in subaccounts of the Carillon Life Account in proportions
that you specify. We invest the assets of each subaccount in a
corresponding portfolio of Summit Mutual Funds, Inc., Scudder
Variable Life Investment Fund, AIM Variable Insurance Funds,
Inc., MFS Variable Insurance Trust, Franklin Templeton Variable
Insurance Products Trust, American Century Variable Portfolios,
Inc., Oppenheimer Variable Account Funds, and Neuberger Berman
Advisers Management Trust. To learn more about the portfolios,
see their accompanying prospectuses.
<TABLE>
<C> <C>
Summit Pinnacle Balanced Index Portfolio MFS Total Return SeriesHigh Income Series
Summit Pinnacle Zenith Portfolio MFS Growth With Income Series
Summit Pinnacle Bond Portfolio MFS High Income Series
Summit Pinnacle S&P 500 Index Portfolio MFS Emerging Growth Series
Summit Pinnacle S&P MidCap 400 Index Portfolio MFS VIT New Discovery Series
Summit Pinnacle Nasdaq-100 Index Portfolio Neuberger Berman AMT Guardian Portfolio
Summit PinnacleRussell 2000 Small Cap Index Portfolio Oppenheimer Global Securities Portfolio/VA
AIM V.I. Capital Appreciation Fund Oppenheimer Main Street Growth & Income Portfolio/VA
AIM V.I. Growth Fund Scudder VLIF Capital Growth Portfoli Class A
American Century VP Income & Growth Portfolio Scudder VLIF International Portfolio Class A
American Century VP Value Portfolio Scudder VLIF Money Market Portfolio
FTVIP Templeton International Securities Fund Class 2
(previously Templeton International Fund)
</TABLE>
Each of these portfolios is available through a subaccount.
This prospectus generally describes the variable account. For a
brief summary of the guaranteed account, see "The Guaranteed
Account," page 18. There are limits on transfers from the
Guaranteed Account.
You can select from two death benefit options available under
the policy: a level death benefit ("Option A"), or a death
benefit that includes the account value ("Option B"). We
guarantee to keep the policy in force as long as you meet the
minimum monthly premium requirement and other conditions. We
also allow policy loans and partial cash surrenders, within
limits.
The policy provides for a cash surrender value that we will pay
to you if you surrender your policy. If you allocate net
premiums to the variable account, the cash surrender value will
depend on the investment performance of the portfolios. We do
not guarantee a minimum cash surrender value.
If you already have life insurance, it might not be to your
advantage to replace it with this policy. Within certain
limits, you may return the policy, or convert it to a policy
that provides benefits that do not depend on investment results.
An investment in the policy is not a deposit or obligation of,
or guaranteed or endorsed by, any bank, nor is the policy
federally insured by the Federal Deposit Insurance Corporation
or any other government agency. An investment in the policy
involves certain risks, including the risk that you could lose
your premium payments.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities, or passed upon the accuracy or adequacy of this
prospectus. It is a criminal offense to state otherwise.
The Date of this Prospectus is August 8, 2000
EE-1
<PAGE>
PROSPECTUS CONTENTS
--------------------------------------------------------------
Page
DEFINITIONS OF TERMS..........................................4
SUMMARY AND DIAGRAM OF THE POLICY.............................4
GENERAL INFORMATION ABOUT UNION CENTRAL,
THE SEPARATE ACCOUNT AND THE PORTFOLIOS....................9
The Union Central Life Insurance Company...................9
Carillon Life Account......................................9
The Portfolios.............................................9
PREMIUM PAYMENTS AND ALLOCATIONS.............................13
Applying for a Policy.....................................13
Purchase of the Policy for Specialized Purposes...........13
Free Look Right to Cancel the Policy......................14
Premiums..................................................14
Net Premium Allocations...................................15
Crediting Net Premiums....................................16
Transfer Privilege........................................16
Dollar Cost Averaging Plan................................17
Portfolio Rebalancing Plan................................17
Earnings Sweep Plan.......................................17
GUARANTEED ACCOUNT...........................................18
Minimum Guaranteed and Current Interest Rates.............18
Calculation of Guaranteed Account Value...................18
Transfers from the Guaranteed Account.....................18
Payment Deferral from the Guaranteed Account..............18
CHARGES AND DEDUCTIONS.......................................19
Premium Expense Charge....................................19
Monthly Deduction.........................................19
Daily Mortality and Expense Risk Charge...................21
Transfer Charge...........................................21
Surrender Charge..........................................21
Fund Expenses.............................................22
Cost of Additional Benefits Provided by Riders............22
Income Tax Charge.........................................22
Special Arrangements......................................22
HOW YOUR ACCOUNT VALUES VARY.................................23
Determining the Account Value.............................23
Cash Value................................................24
Cash Surrender Value.......... ...........................24
DEATH BENEFIT AND CHANGES IN SPECIFIED AMOUNT................24
Amount of Death Benefit Proceeds..........................24
Death Benefit Options.....................................25
Enhanced Death Benefit Option.............................25
Initial Specified Amount and Death Benefit Option.........25
Changes in Death Benefit Option...........................26
Changes in Specified Amount...............................26
Selecting and Changing the Beneficiary....................27
CASH BENEFITS................................................27
Loans.....................................................27
Surrendering the Policy for Cash Surrender Value..........28
Partial Cash Surrenders...................................28
Maturity Benefit..........................................29
Payment Options...........................................29
EE-2
<PAGE>
ILLUSTRATIONS OF ACCOUNT VALUES, CASH SURRENDER VALUES,
DEATH BENEFITS AND ACCUMULATED PREMIUM PAYMENTS..........29
OTHER POLICY BENEFITS AND PROVISIONS.........................38
Limits on Rights to Contest the Policy....................38
Changes in the Policy or Benefits.........................38
When Proceeds Are Paid....................................38
Reports to Policy Owners..................................38
Assignment................................................38
Reinstatement.............................................39
Supplemental and/or Rider Benefits........................39
Addition, Deletion or Substitution of Investments.........40
Voting Rights.............................................40
Participating.............................................41
State Variations..........................................41
TAX CONSIDERATIONS...........................................41
Tax Status of Policy......................................41
Tax Treatment of Policy Benefits..........................42
Possible Charges for Union Central's Taxes................43
OTHER INFORMATION ABOUT THE POLICIES AND UNION
CENTRAL......................................................43
Sale of the Policies......................................43
Union Central Directors and Executive Officers............43
State Regulation..........................................44
Additional Information....................................44
Experts...................................................44
Actuarial Matters.........................................44
Litigation................................................44
Legal Matters.............................................44
Financial Statements......................................44
APPENDIX A (Officers and Directors of Union
Central).....................................................45
APPENDIX B (Guideline Premium and Cash Value
Accumulation Test Tables)....................................46
APPENDIX C (Enhanced Death Benefit Option Tables)............49
Audited financial statements of The Union Central
Life Insurance Company and Carillon Life Account,
as of December 31, 1999, updated as of March 31, 2000
(unaudited)..................................................55
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY PLACE
WHERE IT WOULD BE ILLEGAL TO MAKE IT. WE HAVE NOT AUTHORIZED ANY
PERSON TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING OTHER THAN THOSE IN THIS PROSPECTUS, THE PROSPECTUSES
FOR THE PORTFOLIOS, OR THEIR STATEMENTS OF ADDITIONAL
INFORMATION
EE-2
<PAGE>
DEFINITIONS OF TERMS
---------------------------------------------------------------
account value - The sum of the variable account, the guaranteed
account, and the loan account. Calculation of the account value
is described on page 23.
age - The insured's age on his or her nearest birthday.
base specified amount - The specified amount not allocated to
the Accounting Benefit Rider or Annual Renewable Term Rider.
initial specified amount - The specified amount on the policy
date.
loan account - A part of the guaranteed account. When you take
out a policy loan, we transfer some of your account value to
this account to hold as collateral for the loans.
net premium - A premium payment minus the applicable premium
expense charge. See page 19.
owner, you - The person(s) who owns a policy.
policy debt - The sum of all outstanding policy loans plus
accrued interest.
portfolio - An investment company or its series, in which we
invest premiums allocated to a subaccount of the separate
account.
risk amount - On each monthly date, the death benefit under the
policy less the account value (after deduction of the monthly
deduction on that day, except for the cost of insurance charge).
See page 13 for a definition of monthly date.
specified amount - A dollar amount used to determine the death
benefit under a policy. It includes base specified amount, as
well as any specified amount allocated to the Accounting Benefit
Rider or Annual Renewable Term Rider. See page 25.
Union Central, we, our, us - The Union Central Life Insurance
Company.
unscheduled premium - Any premium other than a planned periodic
premium.
valuation date - Each day on which the New York Stock Exchange
is open for business.
valuation period - The interval of time commencing at the close
of business on one valuation date and ending at the close of
business on the next succeeding valuation date.
SUMMARY AND DIAGRAM OF THE POLICY
---------------------------------------------------------------
Please read this summary and the diagram that follows together
with the detailed information below. Unless we indicate
otherwise, in describing the policy in this Prospectus, we
assume that the policy is in force and that there is no
outstanding policy debt.
The policy is similar in many ways to fixed-benefit life
insurance. As with fixed-benefit life insurance, you pay
premiums for insurance coverage on a person's life. Also like
fixed-benefit life insurance, the policy provides for
accumulation of net premiums and a cash surrender value that we
will pay if you surrender your policy before the insured person
dies. As with fixed-benefit life insurance, the cash surrender
value during the early policy years is likely to be
substantially lower than the premiums you pay.
However, the policy is different from fixed-benefit life
insurance in several important ways. Unlike fixed-benefit life
insurance, the death benefit may, and the account value will,
increase or decrease to reflect the investment performance of
the subdivisions where you invest your net premiums. Also, we
do not guarantee any minimum cash surrender value. However, we
do guarantee to keep the policy in force during the first three
policy years as long as you meet the minimum monthly premium
requirement. See "Minimum Guaranteed Period," page 15.
Otherwise, if the cash surrender value is not enough to pay
charges due, the policy will lapse without value after a grace
period. See "Premium Payments to Prevent Lapse," page 15. If a
policy lapses while loans are outstanding, adverse tax
consequences may result. See "Tax Considerations," page 41.
Purpose of the Policy. We designed the policies for business
ownership when the insured persons share a common employment or
business relationship. We generally require annual planned
premium payments equal to $50,000 or more if this policy is
purchased other than on a common employment basis. We will
permit exceptions in some case, and additional requirements may
apply. The policy may be owned individually or by a
corporation, trust, association or similar entity. You may use
the policy for such purposes as informally funding non-qualified
executive deferred compensation, salary continuation plans,
retiree medical benefits or other purposes. You should evaluate
the policy based on your need for insurance, and the policy's
long-term investment potential. It might not be to your
advantage to replace your existing insurance coverage with the
policy. You should be particularly careful about replacing your
insurance if you base your decision to replace existing coverage
primarily on a comparison of policy illustrations (see below).
EE-4
Illustrations. Illustrations that we use in this prospectus or
that are used in connection with the purchase of a policy are
based on hypothetical rates of return. We do not guarantee
these rates. They are illustrative only and you should not
consider them as representing past or future performance.
Actual rates of return may be higher or lower than those
reflected in any illustrations, and therefore, your actual
values will be different from those illustrated.
Tax Considerations. We intend for the policy to satisfy the
definition of a life insurance contract under Section 7702 of
the Internal Revenue Code. Certain policy transactions,
including the payment of premiums, may cause a policy to be
considered a modified endowment contract under the Internal
Revenue Code. For further discussion of the tax status of the
policy and the tax consequences of being treated as a life
insurance contract or a modified endowment contract, see page
41.
Free Look Right to Cancel and Conversion Right. For a limited
time after we issue a policy, you have the right to cancel your
policy and receive a refund. See "Free Look Right to Cancel the
Policy," page 13. Until this "free look" period ends, we will
allocate net premiums to the subaccount investing in the Money
Market Portfolio of the Scudder Variable Life Investment Fund.
(See "Net Premium Allocations," page 15.)
At any time within the first 24 months after the issue date, you
may transfer all or a portion of the variable account to the
guaranteed account without paying any transfer fee. This
transfer effectively "converts" the policy into a contract that
provides fixed (non-variable) benefits. See "Conversion Right,"
page 15.
Owner Inquiries. If you have any questions, you may write or
call our home office at 1876 Waycross Road, P.O. Box 40888,
Cincinnati, Ohio 45240-4088; telephone 1-800-219-8525.
EE-5
<PAGE>
DIAGRAM OF POLICY
--------------------------------------------------------------
(the following seven sections are each encased in a box)
PREMIUM PAYMENTS
- You select a plan for making planned periodic premiums,
but you do not have to pay them according to the plan.
You can change the amount and frequency of premiums, and
can you skip planned periodic premiums. See page 14
for rules and limits.
- There is no minimum initial payment or planned periodic
premium.
- You may make unplanned premium payments, within limits.
See page 14.
- If you pay minimum required premiums, we guarantee to
keep the policy in force for a minimum guaranteed
period, the first three policy years. See page 15.
- Under certain circumstances, which include excessive
policy debt, you may have to pay extra premiums to
prevent lapse. See page 15.
(a down arrow is centered here between blocks)
DEDUCTIONS FROM PREMIUM PAYMENTS
- We deduct sales charges equal to 2.0% of premium
payments. See page 19.
- We deduct 2.0% of all premiums for state and local
premium taxes. See page 19.
(a down arrow is centered here between blocks)
NET PREMIUMS
- You direct the allocation of net premiums among twenty-
three subdivisions of the variable account and the
guaranteed account. See page 16 for rules and limits
on net premium allocations.
- The subdivisions are invested in corresponding
portfolios of Summit Mutual Funds, Inc., Scudder
Variable Life Investment Fund, AIM Variable Insurance
Funds, Inc., American Century Variable Portfolios, Inc.,
MFS Variable Insurance Trust, Neuberger Berman Advisers
Management Trust, Oppenheimer Variable Account Fund and
Franklin Templeton Variable Insurance Products Trust.
See page 9. Portfolios available are:
<TABLE>
<C> <C>
Summit Pinnacle Balanced Index Portfolio MFS VIT Total Return Serie
Summit Pinnacle Zenith Portfolio MFS VIT Growth With Income Series
Summit Pinnacle Bond Portfolio MFS VIT High Income Series
Summit Pinnacle S&P 500 Index Portfolio MFS VIT Emerging Growth Series
Summit Pinnacle S&P MidCap 400 Index Portfolio MFS VIT New Discovery Series
Summit Pinnacle Nasdaq-100 Index Portfolio Neuberger Berman AMT Guardian Portfolio
Summit Pinnacle Russell 2000 Small Cap Index Portfolio Oppenheimer Global Securities Portfolio/VA
AIM V.I. Capital Appreciation Fund Oppenheimer Main Street Growth & Income Portfolio/VA
AIM V.I. Growth Fund Scudder VLIF Capital Growth Portfoli Class A
American Century VP Income & Growth Portfolio Scudder VLIF International Portfolio Class A
American Century VP Value Portfolio Scudder VLIF Money Market Portfolio
FTVIP Templeton International Securities Fund Class 2
</TABLE>
- We credit interest on amounts allocated to the guaranteed
account at a guaranteed minimum interest rate of 4%. See
page 18 for rules and limits on guaranteed account
allocations.
(a down arrow is centered here between blocks)
DEDUCTIONS FROM YOUR ACCOUNT VALUE
- Monthly deduction for cost of insurance, administrative
charge, and charges for any supplemental and/or rider
benefits. The administrative charge is currently $5.00 per
month. See page 19. If you elect either or both the
Accounting Benefit Rider ("ABR") and the Annual Renewable
Term Rider ("ART") to supplement your insurance coverage
under the policy, your cost of insurance charge will be
affected. (See "Initial Specified Amount and Death Benefit
Option," page 25). During the early years of the policy,
the ABR will provide lower current cost of insurance rates
than available under the base policy. The ART will provide
lower current cost of insurance rates in all policy years.
Use of the riders can lower the cost of insurance charge
you would otherwise pay for a given amount of insurance
coverage. If you elect to use the ABR, there is a
specified amount charge per thousand of ABR specified
amount that varies by sex, rate class, issue age, policy
year and death benefit option. There are no monthly charges
for the ART, other than a cost of insurance charge. See
page 39 for a discussion of other supplemental riders.
EE-6
<PAGE>
(a down arrow is centered here between blocks)
DEDUCTIONS FROM VARIABLE SUBDIVISIONS
- We deduct a daily charge at a guaranteed annual rate of 0.75%
during the first ten policy years, and 0.25% thereafter, from
the subaccounts for mortality and expense risks. See page 21.
- The portfolios deduct the following investment advisory fees
and operating expenses from their assets.
<TABLE>
<CAPTION>
Management Other Total
Fees Expenses Expenses
<S> <C> <C> <C>
Summit Mutual Funds, Inc.
Zenith Portfolio<F1><F8> 0.60% 0.09% 0.69%
Bond Portfolio<F1><F8> 0.47% 0.13% 0.60%
S&P 500 Index Portfolio<F1><F8> 0.30% 0.09% 0.39%
S&P MidCap 400 Index Portfolio<F6> 0.30% 0.30% 0.60%
Balanced Index Portfolio<F5> 0.30% 0.17% 0.47%
Russell 2000 Small Cap Index Portfolio<7> 0.35% 0.40% 0.75%
Nasdaq-100 Index Portfolio<F7> 0.35% 0.30% 0.65%
Scudder Variable Life Investment Fund<F1>
Capital Growth Portfolio Class A 0.46% 0.03% 0.49%
International Portfolio Class A 0.85% 0.18% 1.03%
Money Market Portfolio 0.37% 0.06% 0.43%
MFS Variable Insurance Trust <F1><F2>
Growth With Income Series 0.75% 0.13% 0.88%
High Income Series<F3> 0.75% 0.22% 0.97%
Emerging Growth Series 0.75% 0.09% 0.84%
Total Return Series 0.75% 0.15% 0.90%
New Discovery Series<F3> 0.90% 1.59% 2.49%
American Century Variable Portfolios, Inc.<F1>
Value 1.00% <F4> 1.00%
Income & Growth 0.70% <F4> 0.70%
AIM Variable Insurance Funds, Inc.<F1>
Capital Appreciation Fund 0.61% 0.12% 0.73%
Growth Fund 0.63% 0.10% 0.73%
<CAPTION>
12b-1 Management Other Total
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
Templeton Variable Insurance Products
Trust<F5><F9>
Templeton International Securities Fund
Class 2 0.25% 0.69% 0.19% 1.13%
<CAPTION>
Management Other Total
Fees Expenses Expenses
<S> <C> <C> <C>
Neuberger Berman Advisers Management Trust<F1>
Guardian Portfolio 0.85% 0.15% 1.00%
Oppenheimer Variable Account Fund<F1>
Global Securities Fund 0.67% 0.02% 0.69%
Main Street Growth & Income Fund 0.73% 0.05% 0.78%
<FN>
<F1> Figures are based on the actual expenses incurred by the Portfolio for
the year ended December 31, 1999 Actual Portfolio expenses may vary.
<F2> Each Series has an expense offset arrangement which reduces the Series'
custodian fee based upon the amount of cash maintained by the Series
with its custodian and dividend disbursing agent, and may enter into
other such arrangements and directed brokerage arrangements (which would
also have the effect of reducing the Series' expense). Any such fee
reductions are not reflected under "Other Expenses." Had these fee
reductions been taken into account, "Total Expenses" would be lower and
would equal 0.83% for Emerging Growth Series, 0.87% for Growth with
Income Series, 1.05% for New Discovery Series, 0.89% for Total Return
Series, and 0.90% for High Income Series.
<F3> The adviser has contractually agreed, until at least May 1, 2001,
subject to reimbursement, to bear expenses for New Discovery Series and
High Income Series such that their "Other Expenses" (after taking into account
the expense offset arrangement described above), do not exceed 0.15% for New
Discovery Series and High Income Series. Had these fee reductions been taken
into account, "Total Expenses" would be lower and would equal 1.07% for New
Discovery Series and 0.91 for High Income Series. These Total Expense figures
do not reflect the effect of the expense offset arrangement discussed in note
2 above, which would result in lower expenses.
<F4> All expenses except brokerage, taxes, interest and fees and expenses of non-
interested person directors are paid by the investment adviser.
<F5> Class 2 of the Fund has a distribution plan or "Rule 12b-1 plan" which is
described in the Fund's prospectus.
<F6> This Portfolio commenced operations on May 3, 1999. Actual expenses would be
higher for the period shown above if the Adviser had not reimbursed expenses.
<F7> This Portfolio commenced operations on December 27, 1999; therefore, the
expense figures for this Portfolio are estimated.
<F8> The adviser has reduced its management fee from those shown above for a period
of one year beginning April 1, 2000, as follows: .03% (S&P 500); .08%
(Zenith); .20% (Bond).
<F9> On 2/8/00, shareholders approved a merger and reorganization that combined the
fund with the Templeton International Equity Fund, effective 5/1/00. The
shareholders of that fund had approved new management fees, which apply to the
combined fund effective 5/1/00. The table shows restated total expenses based
on the new fees and the assets of the fund as of 12/31/99, and not the
combined assets. The fund's expenses after 5/1/00 would be estimated as:
Management Fees 0.65%, 12b-1 fees 0.25%, Other Expenses 0.20%, and Total
Expenses 1.10%.
</FN>
</TABLE>
EE-7
<PAGE>
(a down arrow is centered here between blocks)
ACCOUNT VALUE
- Is the amount credited to your policy. It is equal to
net premiums, as adjusted each valuation date to reflect
subdivision investment experience, interest credited on
the guaranteed account, charges deducted and other policy
transactions (such as transfers and partial cash
surrenders). See page 23.
- Varies from day to day. There is no minimum guaranteed
account value. The policy may lapse if the cash
surrender value is insufficient to cover a monthly
deduction due. See page 23.
- Can be transferred among the subdivisions and the
guaranteed account. Currently, a transfer fee of $10
applies to each transfer in excess of the first 12
transfers in a policy year. See page 16 for rules and
limits. Policy loans reduce the amount available for
allocations and transfers.
- Is the starting point for calculating certain values
under a policy, such as the cash value, cash surrender
value, and the death benefit used to determine death
benefit proceeds.
(the above blocked item has two down arrows under it,
each pointing to one of the next two blocked items
which are positioned side by side)
CASH BENEFITS
- Loans may be taken for amounts up to 90% of the variable
account, plus 100% of the guaranteed account, less loan
interest due on the next annual date and any surrender
charges. See page 27 for rules and limits.
- Partial cash surrenders generally can be made provided
there is sufficient remaining cash surrender value. See
page 28 for rules and limits.
- The policy may be surrendered in full at any time for its
cash surrender value. A surrender charge will apply
during the first fifteen policy years after issue and
after any increase in specified amount. See page 28.
- Payment options are available. See page 29.
- Loans, partial cash surrenders, and surrenders in full
may have adverse tax consequences. See page 41.
DEATH BENEFITS
- Are income tax free to beneficiary.
- Are available as lump sum or under a variety of payment
options.
- For all policies, the minimum initial specified amount i
$50,000.
- There are two death benefit options available:
Option A, equal to the specified amount, or
Option B, equal to the specified amount plus account
value. See page 24. Your death benefit may be
increased once your account value reaches a certain level
to satisfy applicable tax law requirements.
- You have the flexibility to change the death benefit
option and specified amount including any specified
amount attributed to the Accounting Benefit Rider and
Annual Renewable Term Rider. See page 26 for rules and
limits.
- You may allocate part of your specified amount to the
Accounting Benefit Rider and Annual Renewable Term Rider
to supplement your death benefit. See page 27.
- You may choose one of two Enhanced Death Benefit Options,
based on a nine or fifteen-year corridor, to increase
your death benefit at certain ages based on your life
expectancy. See page 25.
- Other supplemental and/or rider benefits may be
available. See page 39.
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GENERAL INFORMATION ABOUT UNION CENTRAL,
THE SEPARATE ACCOUNT AND THE PORTFOLIOS
---------------------------------------------------------------
The Union Central Life Insurance Company
Union Central, a mutual life insurance company organized under
the laws of the State of Ohio in 1867, issues the Policies.
Union Central is primarily engaged in the sale of life and
disability insurance and annuities and is currently licensed to
transact life insurance business in all states and the District
of Columbia.
We are subject to regulation by the Department of Insurance of
the State of Ohio as well as by the insurance departments of all
other states and jurisdictions in which we do business. We
submit annual statements on our operations and finances to
insurance officials in such states and jurisdictions.
Carillon Life Account
We established Carillon Life Account (the "separate account") as
a separate investment account under Ohio law on July 10, 1995.
It supports the policies and may be used to support other
variable life insurance policies, and for other purposes
permitted by law. The separate account is registered with the
Securities and Exchange Commission ("SEC") as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act")
and is a "separate account" within the meaning of the federal
securities laws. Union Central has established other separate
investment accounts that may also be registered with the SEC.
We own the assets in the separate account. The separate account
is divided into subaccounts which correspond to subdivisions of
the variable account. Subaccounts of the separate account
invest in shares of the portfolios. The separate account may
include other subaccounts that are not available through the
policies and are not otherwise discussed in this Prospectus.
Income, gains and losses, realized or unrealized, of a
subaccount are credited to or charged against the subaccount
without regard to any other income, gains or losses of Union
Central. Applicable insurance law provides that assets equal to
the reserves and other contract liabilities of the separate
account shall not be chargeable with liabilities arising out of
any other business of Union Central. Union Central is obligated
to pay all benefits provided under the policies.
The Portfolios
Subaccounts of the separate account currently invest in twenty-
three designated portfolios of eight series-type mutual funds,
as shown in the chart below, which identifies the mutual fund
families, the investment advisers to each fund family, and the
portfolios in which the separate account invests.
The investment experience of each subaccount of the separate
account depends on the investment performance of its
corresponding portfolio. Each of these portfolios is registered
with the SEC under the 1940 Act as a series of an open-end
diversified investment company. The SEC does not, however,
supervise the management or the investment practices and
policies of the portfolios. The assets of each portfolio are
separate from assets of the others, and each portfolio has
different investment objectives and policies. As a result, each
portfolio operates as a separate investment fund and the
investment performance of one portfolio has no effect on the
investment performance of any other portfolio. The investment
objective of each portfolio is set forth below the chart.
CARILLON LIFE ACCOUNT PORTFOLIOS
<TABLE>
<CAPTION>
FUND FAMILY AND PORTFOLIOS INVESTMENT ADVISER
<S> <C>
Summit Mutual Funds, Inc. Pinnacle Series
("Summit Fund") Summit Investment Partners, Inc.
- Balanced Index Portfolio
- Bond Portfolio
- Nasdaq-100 Index Portfolio
- Russell 2000 Small Cap Index Portfolio
- S&P MidCap 400 Index Portfolio
- S&P 500 Index Portfolio
- Zenith Portfolio
(formerly Equity Portfolio)
AIM Variable Insurance Funds, Inc.
("AIM Fund") AIM Advisors, Inc.
- Capital Appreciation Fund
- Growth Fund
American Century Variable Portfolios, Inc.
("American Fund") American Century Investment
- Income & Growth Management, Inc.
- Value
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
MFS Variable Insurance Trust
("MFS Fund") Massachusetts Financial Services
- Emerging Growth Series Company
- Growth with Income Series
- High Income Series
- New Discovery Series
- Total Return Series
Neuberger Berman Advisers Management Trust
("Neuberger Berman Fund") Neuberger Berman Management, Inc.
- Guardian Portfolio
Oppenheimer Variable Account Funds
("Oppenheimer Fund") OppenheimerFunds, Inc.
- Global Securities Fund
- Main Street Growth & Income Fund
Scudder Variable Life Investment Fund
("Scudder Fund") Scudder Kemper Investments, Inc.
- Capital Growth Portfolio Class A
- International Portfolio Class A
- Money Market Portfolio
Franklin Templeton Variable Insurance
Products Trust ("Templeton Fund") Templeton Investment Counsel,
Inc.
- Templeton International Securities Fund,
Class 2
</TABLE>
The Summit Pinnacle Zenith Portfolio (formerly Carillon Equity
Portfolio) seeks primarily long-term appreciation of capital by
investing primarily in common stocks and other equity
securities.
The Summit Pinnacle Bond Portfolio seeks as high a level of
current income as is consistent with reasonable investment risk
by investing primarily in investment-grade corporate bonds.
The Summit Pinnacle Balanced Index Portfolio seeks investment
results, with respect to 60% of its assets, that correspond to
the total return performance of U.S. common stocks, as
represented by the S&P 500 Index and, with respect to 40% of its
assets, that correspond to the total return performance of
investment grade bonds, as represented by the Lehman Brothers
Aggregate Bond Index.
The Summit Pinnacle S&P 500 Index Portfolio seeks investment
results that correspond to the total return performance of U.S.
common stocks, as represented by the Standard & Poor's 500
Composite Stock Index (the "S&P 500"*). The S&P 500 is a
well-known stock market index that includes common stocks of
companies representing approximately 70% of the market value of
all common stocks publicly traded in the United States. The
investment adviser of the portfolio believes that the
performance of the S&P 500 is representative of the performance
of publicly traded common stocks in general.
The Summit Pinnacle S&P MidCap 400 Index Portfolio seeks
investment results that correspond to the total return
performance of U.S. common stocks, as represented by the S&P
MidCap 400 Index.
---------------
*The S&P 500 is an unmanaged index of common stocks comprised of
500 industrial, financial, utility and transportation companies.
"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &
Poor's 500(R)", and "500" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by Summit Fund.
The Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P"). S&P makes no representation or
warranty, express or implied, to the beneficial owners of the
Portfolio or any member of the public regarding the advisability
of investing in securities generally or in the Portfolio
particularly or the ability of the S&P 500 Index to track
general stock market performance. S&P's only relationship to
Summit Fund is the licensing of certain trademarks and trade
names of S&P and of the S&P 500 Index which is determined,
composed and calculated by S&P without regard to Summit Fund or
the Portfolio. S&P has no obligation to take the needs of Summit
Fund or the beneficial owners of the Portfolio into
consideration in determining, composing or calculating the S&P
500 Index. S&P is not responsible for and has not participated
in the determination of the prices and amount of the Portfolio
or the timing of the issuance or sale of the Portfolio or in the
determination or calculation of the equation by which the
Portfolio is to be converted into cash. S&P has no obligation or
liability in connection with the administration, marketing or
trading of the Portfolio.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS
THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY SUMMIT FUND, BENEFICIAL OWNERS OF THE
PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED
OF THE POSSIBILITY OF SUCH DAMAGES.
------
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<PAGE>
The Summit Pinnacle Russell 2000** Small Cap Index Portfolio
seeks investment results that correspond to the investment
performance of U.S. common stocks, as represented by the Russell
2000 Index. The Portfolio invests primarily in stocks of
companies listed in the Russell 2000 Index, as well as futures
contracts and options relating to those stocks.
The Summit Pinnacle Nasdaq-100*** Index Portfolio seeks
investment results that correspond to the investment performance
of U.S. common stocks, as represented by the Nasdaq-100 Index.
The Portfolio invests primarily in stocks of companies listed in
the Nasdaq-100 Index, as well as futures contracts and options
relating to those stocks.
The Scudder VLIF Capital Growth Portfolio Class A seeks to
maximize long-term capital growth through a broad and flexible
investment program. The Portfolio invests in marketable
securities, principally common stocks and, consistent with its
objective of long-term capital growth, preferred stocks.
The Scudder VLIF International Portfolio Class A seeks long-term
growth of capital principally from a diversified portfolio of
foreign equity securities.
The Scudder VLIF Money Market Portfolio seeks stability and
current income from a portfolio of money market instruments.
Money market funds are neither insured nor guaranteed by the
U.S. Government, and there can be no assurance that this
portfolio will maintain a stable net asset value per share.
The MFS VIT Total Return Series seeks primarily to provide
above-average income (compared to a portfolio invested entirely
in equity securities) consistent with the prudent employment of
capital, and secondarily to provide a reasonable opportunity for
growth of capital and income.
The MFS VIT Growth With Income Series seeks to provide
reasonable current income and long-term growth of capital and
income.
The MFS VIT New Discovery Series seeks capital appreciation by,
under normal market conditions, investing at least 65% of its
total assets in equity securities of emerging growth companies.
Its focus is on small emerging growth companies.
The MFS VIT High Income Series seeks high current income by
investing primarily in a professionally managed diversified
portfolio of fixed income securities, some of which may involve
equity features. The MFS High Income Portfolio may invest up to
100% of its assets in lower-rated bonds commonly known as junk
bonds. BEFORE ALLOCATING ANY PORTION OF NET PREMIUMS TO THE
SUBDIVISION CORRESPONDING TO THIS PORTFOLIO, OWNERS SHOULD READ
THE RISK DISCLOSURE IN THE ACCOMPANYING PROSPECTUS FOR THE MFS
HIGH INCOME SERIES.
The MFS VIT Emerging Growth Series seeks to provide long-term
growth of capital.
**Frank Russell Company reserves the right, at any time and
without notice, to alter, amend, terminate or in any way change
its Index. Frank Russell has no obligation to take the needs of
any particular fund or its participants or any other product or
person into consideration in determining, composing or
calculating the Index.
FRANK RUSSELL COMPANY'S PUBLICATION OF THE INDEX IN NO WAY
SUGGESTS OR IMPLIES AN OPINION BY FRANK RUSSELL COMPANY AS TO
THE ATTRACTIVENESS OR APPROPRIATENESS OF THE INVESTMENT IN ANY
OR ALL SECURITIES UPON WHICH THE INDEX IS BASED. FRANK RUSSELL
COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO
THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE
INDEX OR DATA INCLUDED IN THE INDEX. FRANK RUSSELL COMPANY
MAKES NO REPRESENTATION OR WARRANTY REGARDING THE USE, OR THE
RESULTS OF USE, OF THE INDEX OR ANY DATA INCLUDED THEREIN, OR
ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE INDEX.
FRANK RUSSELL COMPANY MAKES NO OTHER EXPRESS OR IMPLIED
WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND,
INCLUDING, WITHOUT MEANS OF LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDEX OR ANY DATA OR ANY SECURITY (OR COMBINATION
THEREOF) INCLUDED THEREIN.
***"Nasdaq" and related marks are trademarks or service marks of
The Nasdaq Stock Market, Inc. "Nasdaq" and have been licensed
for use for certain purposes by Summit Mutual Funds, Inc. and
the Nasdaq-100 Index Portfolio. The Nasdaq-100 Index is
composed and calculated by Nasdaq without regard to Summit
Mutual Funds. Nasdaq makes no warranty, express or implied, and
bears no liability with respect to the Nasdaq-100 Index Fund.
Nasdaq makes no warranty, express or implied, and bears no
liability with respect to Summit Mutual Funds, its use, or any
data included therein.
-----------
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<PAGE>
The FTVIP Templeton International Securities Fund Class 2 seeks
long-term capital growth. The fund invests in equity securities
of companies located outside the United States, including
emerging markets.
The AIM V.I. Capital Appreciation Fund seeks growth of capital
through investment in common stocks, with emphasis on medium and
small-sized growth companies.
The AIM V.I. Growth Fund seeks growth of capital primarily by
investing in established and large companies considered to have
strong earnings momentum.
The American Century VP Income & Growth Fund seeks dividend
growth, current income and capital appreciation by investing in
common stocks. The Portfolio selects its investments primarily
from the largest 1,500 publicly traded U.S. companies.
The American Century VP Value Fund seeks long-term capital
growth, with income being a secondary objective. The Portfolio
invests primarily in stocks of medium to large companies that
the portfolio managers believe are undervalued at the time of
purchase.
The Neuberger Berman AMT Guardian Portfolio seeks long-term
growth of capital; current income is a secondary goal. The
Portfolio invests mainly in common stocks of large companies.
The Oppenheimer Global Securities Fund/VA seeks long-term
capital appreciation by investing a substantial portion of
assets in securities of foreign issuers, "growth-type"
companies, cyclical industries and special situations that are
considered to have appreciation possibilities.
The Oppenheimer Main Street Growth & Income Fund/VA seeks high
total return (which includes growth in the value of its shares
as well as current income) from equity and debt securities. It
invests mainly in common stocks of U.S. companies, with an
emphasis on large-capitalization companies.
THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE
THEIR RESPECTIVE STATED OBJECTIVES. Additional information
concerning the investment objectives and policies of the
portfolios, as well as risks, can be found in the current
portfolio prospectuses that accompany this Prospectus. The
prospectuses for the portfolios should be read carefully before
any decision is made concerning the allocation of net premiums
to a particular subdivision. Certain subdivisions invest in
portfolios that have similar investment objectives and/or
policies. Therefore, you should carefully read the individual
prospectuses for the portfolios along with this Prospectus.
The investment objectives and policies of certain portfolios are
similar to the investment objectives and policies of other funds
with similar names that may be managed by the same investment
adviser. The investment results of the portfolios, however, may
be higher or lower than the results of such other funds. There
can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable
to the investment results of any other fund, even if the other
fund has the same investment adviser.
Please note that all of the portfolios described in the
Prospectuses for the portfolios may not be available under the
policy. Moreover, Union Central cannot guarantee that each fund
will always be available for its variable life contracts, but in
the unlikely event that a Fund is not available, Union Central
will take reasonable steps to secure the availability of a
comparable fund. Shares of each portfolio are purchased and
redeemed at net asset value, without a sales charge.
The portfolios presently serve as the investment media for the
policies. In addition, the portfolios may sell shares to
separate accounts of other insurance companies to fund variable
annuity contracts and/or variable life insurance policies,
and/or to certain retirement plans qualifying under Section 401
of the Code. Union Central currently does not foresee any
disadvantages to owners that would arise from the possible sale
of shares to support the variable contracts of other insurance
companies, or from the possible sale of shares to such
retirement plans. However, the board of directors of each fund
will monitor events in order to identify any material
irreconcilable conflicts that might possibly arise if the shares
of that fund were also offered to support variable contracts
other than the policies or to support retirement plans. In
event of such a conflict, the board of directors of that fund
would determine what action, if any, should be taken in response
to the conflict. In addition, if Union Central believes that
the fund's response to any such conflicts insufficiently
protects owners, it will take appropriate action on its own,
which may include withdrawing the separate account's investment
in that fund. (See the prospectuses for the portfolios for more
detail.)
Scudder Kemper Investments, Inc., the investment adviser to the
Scudder Fund; AIM Advisors, Inc., the investment adviser to the
AIM Fund; Massachusetts Financial Services Company, the
investment adviser to the MFS Fund; OppenheimerFunds, Inc., the
investment adviser to The Oppenheimer Fund; Neuberger Berman
Management, Inc., the investment adviser to the Neuberger Berman
Fund; and American Century Investment Management, Inc., the
investment adviser to the American Fund, have agreed to
compensate Union Central for the performance of certain
administrative and other services. This compensation, which may
be significant, is based on the assets of the Scudder Fund, the
AIM Fund, the MFS Fund, the Oppenheimer Fund, the Neuberger
Berman Fund, and the American Fund, respectively, that are
attributable to the policies. Union Central's affiliated
broker-dealer, Carillon Investments, Inc., the principal
underwriter for the policies, will receive from Franklin
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<PAGE>
Templeton Distributors, Inc., the principal underwriter for the
Franklin Templeton Fund, 12b-1 fees assessed against shares of
the Templeton International Securities Fund Class 2 attributable
to the policies as compensation for providing certain services.
PREMIUM PAYMENTS AND ALLOCATIONS
---------------------------------------------------------------
(The following definitions are encased in a box)
In the sections that follow, we use the following special terms:
policy date - the date from which policy months, years and
anniversaries are measured.
issue date - the date from which the suicide and contestable
periods start.
annual date - the same day in each policy year as the policy
date.
monthly date - the same day as the policy date for each
succeeding month.
policy month - Each one-month period beginning with a monthly
date and ending the day before the next monthly date.
policy year - Each period of twelve months starting on the
policy date and ending the day before the first annual date, or
any following year starting on an annual date and ending the day
before the next annual date.
Applying for a Policy
We designed the policies for business ownership when the insured
persons share a common employment or business relationship. We
generally require annual planned premium payments equal to
$50,000 or more if this policy is purchased other than on a
common employment basis. The policy may be owned individually
or by a corporation, trust, association or similar entity. You
may use the policy for such purposes as informally funding non-
qualified executive deferred compensation, salary continuation
plans, retiree medical benefits or other purposes. To purchase
a policy, you must complete an application and submit it through
an authorized Union Central agent. There is no minimum initial
premium payment. Your policy coverage will become effective on
the policy date. If an initial premium payment is submitted
with the application, then the policy date is generally the date
of approval of your application. If the application is not
accompanied by an initial premium payment, then the policy date
will generally be two weeks after the date that your application
is approved.
As provided for under state insurance law, the owner, to
preserve insurance age, may be permitted to backdate the policy.
In no case may the policy date be more than six months prior to
the date the application was completed. We deduct charges for
the monthly deduction for the backdated period on the issue
date. Temporary life insurance coverage may be provided prior
to the policy date under the terms of a temporary insurance
agreement. In accordance with Union Central's underwriting
rules, temporary life insurance coverage may not exceed $500,000
and will not remain in effect for more than sixty (60) days.
We require satisfactory evidence of the insured's insurability,
which may include a medical examination of the insured. The
available issue ages are 0 through 75. Age is determined on the
insured's age as of the birthday nearest the policy date. The
minimum specified amount is $50,000. Acceptance of an
application depends on Union Central's underwriting rules, which
may include underwriting on a guaranteed issue or simplified
issue basis, and we reserve the right to reject an application
for any reason.
As the owner of the policy, you exercise all rights provided
under the policy. The insured is the owner, unless a different
owner is named in the application. The owner may by notice name
a contingent owner or a new owner while the insured is living.
If more than one person is named as owner, they are joint
owners. Unless provided otherwise, in the event of a joint
owner's death, ownership passes to the surviving joint owner.
Unless a contingent owner has been named, on the death of the
last surviving owner, ownership of the policy passes to the
estate of the last surviving owner, who will become the owner if
the owner(s) die. You may change the owner before the insured's
death by notice satisfactory to us. A change in owner may have
tax consequences. See "Tax Considerations," page 41.
Purchase of the Policy for Specialized Purposes
The policy provides a death benefit and an accumulation of
account value. It can be used for various individual and
business planning purposes. Purchasing the policy for such
purposes entails certain risks. For example, if the investment
performance of the subaccounts to which account value is
allocated is poorer than anticipated, or if sufficient premiums
are not paid or account value maintained, the policy may lapse
or may not accumulate sufficient account value to fund the
purpose for which the policy was purchased. Loans and partial
cash surrenders may significantly affect current and future
account value, cash surrender value, and death benefit proceeds.
Depending upon subaccount investment performance and the amount
of loans and partial cash surrenders, the policy may lapse.
Because the policy is designed to provide benefits on a long-
erm basis, before purchasing a policy for a specialized purpose,
you should consider whether the long-term nature of the
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<PAGE>
policy and the impact of loans and partial cash surrenders is
consistent with the purpose for which it is being considered.
Using a policy for a specialized purpose may have tax
consequences. (See "Tax Considerations.")
Free Look Right to Cancel the Policy
You may cancel your policy for a refund during your "free-look"
period. This period expires 20 days after you receive your
policy, 45 days after your application is signed, or 10 days
after Union Central mails or delivers a cancellation notice,
whichever is latest. (A longer period may apply to policies
issued in certain states.) If you decide to cancel the policy,
you must return it by mail or delivery to the home office or to
the authorized Union Central agent who sold it. Immediately
after mailing or delivery, the policy will be deemed void from
the beginning. Within seven calendar days after Union Central
receives the returned policy, Union Central will refund the
greater of any premiums paid, less any partial cash surrenders,
or account value unless otherwise required by state law.
Premiums
Planned periodic premiums. When applying for a policy, you
select a plan for paying level premium payments at specified
intervals, e.g., quarterly, semi-annually or annually, for the
duration of the policy. If you elect, Union Central will also
arrange for payment of planned period premiums on a monthly
basis under a pre-authorized payment arrangement. You are not
required to pay premium payments in accordance with these plans;
rather, you can pay more or less than planned or skip a planned
periodic premium entirely. (See, however, "Premium Payments to
Prevent Lapse," page 15.) Currently, there is no minimum amount
for each premium. Union Central may establish a minimum amount
90 days after we send the owner a written notice of such
increase. Subject to the limits described below, you can change
the amount and frequency of planned periodic premiums whenever
you want by sending notice to the home office. However, Union
Central reserves the right to limit the amount of a premium
payment or the total premium payments paid.
Unless otherwise requested, you will be sent reminder notices
for planned periodic premiums. Reminder notices will not be
sent if you have arranged to pay planned periodic premiums by
pre-authorized payment arrangement.
Additional Unscheduled Premiums. Additional unscheduled premium
payments can be made at any time while the policy is in force.
Union Central has the right to limit the number and amount of
such premium payments.
Limitations on Premium Payments. When you apply for the policy,
you will choose one of two alternative tests to evaluate whether
your policy qualifies as a life insurance contract under the
Internal Revenue Code. If you choose the guideline premium
test, total premium payments paid in a policy year may not
exceed guideline premium payment limitations for life insurance
set forth in the Internal Revenue Code. Union Central will
promptly refund any portion of any premium payment that is
determined to be in excess of the premium payment limit
established by law to qualify a policy as a contract for life
insurance. If you choose the cash value accumulation test,
there are no limits on the amount of premium you can pay in a
policy year, so long as the death benefit is large enough
compared to the account value to meet the test requirements.
Once chosen, you cannot change your choice later. Because you
cannot change your choice once you have made it, you should
consult a tax adviser before making your choice as to the
consequences of each test. The payment of premiums may cause a
policy to be a modified endowment contract under the Internal
Revenue Code.
If you select the cash value accumulation test, you can
generally make a higher amount of premium payments for any given
specified amount and a higher death benefit may result in the
long term. If cash value growth in early policy years is your
primary objective, the cash value accumulation test may be an
appropriate choice because it allows you to invest more premiums
in the policy for each dollar of death benefit. If cash value
growth in later policy years is your primary objective, the
guideline premium test may be the appropriate choice because it
requires a lower death benefit, and therefore lower cost of
insurance charges, once the policy's death benefit is subject to
increases required by the Internal Revenue Code.
If you select one of the two enhanced death benefit options, the
nine-year or fifteen-year corridor, the death benefits on the
life of the insured person centered on attained age 85 could
potentially be a greater percentage of the account value than
with the standard corridor for the chosen tax test. The death
benefit amounts at those ages will only be affected if the
account values have reached levels that would force the death
benefit amounts to be increased. At ages under 78 and over 92,
the enhanced and standard corridor factors are equal. If the
enhanced factors result in an increased death benefit, there
will be higher cost of insurance charges to provide the
increased coverage. If the account values never reach the
required levels, the enhanced and standard options will result
in the same death benefit. The maximum limits on premium
payments for any given specified amount do not change due to
your choice of enhanced corridor or standard corridor factors.
If death benefit protection at policy ages 78 through 92 is an
important factor to you, the enhanced corridor for the tax test
chosen may be the appropriate choice.
The payment of premiums may cause a policy to be a modified
endowment contract under the Internal Revenue Code. We have
established procedures for monitoring premium payments and
making efforts to notify you on a timely basis if your policy is
in jeopardy of becoming a modified endowment contract as a
result of premium payments. See "Tax Considerations," page 41.
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<PAGE>
Union Central reserves the right to reject any requested
increase in planned periodic premiums, or any unscheduled
premium. We also reserve the right to require satisfactory
evidence of insurability prior to accepting any premium which
increases the risk amount of the policy. See "Net Premium
Allocations," page 15.
No premium payment will be accepted after the insured's 100th
birthday (the "maturity date").
Premium payments must be made by check payable to The Union
Central Insurance Company or by any other method that Union
Central deems acceptable. The owner may specify that a specific
unscheduled premium payment is to be applied as a repayment of
policy debt, if any.
Premium payments after the initial premium payment must be made
to the home office.
Minimum Guaranteed Period. Union Central guarantees that a
policy will remain in force during the minimum guaranteed
period, regardless of the sufficiency of the cash surrender
value, if the sum of the premiums paid to date, less any partial
cash surrenders and policy debt, equals or exceeds the minimum
monthly premium (shown in the policy) multiplied by the number
of complete policy months since the policy date, including the
current policy month. The minimum guaranteed period is three
years following the policy date.
The minimum monthly premium is calculated for each policy based
on the age, sex and rate class of the insured, the requested
specified amount and any supplemental and/or rider benefits.
The minimum monthly premium may change due to changes made
during a minimum guaranteed period to the specified amount, the
death benefit option, ratings, and supplemental and/or rider
benefits. Union Central will notify you of any increase in the
minimum monthly premium.
An extended minimum guaranteed period may be available under a
Guaranteed Death Benefit Rider. See "Supplemental Benefits
and/or Riders," page 39.
Premium Payments Upon Increase in Specified Amount. Depending
on the account value at the time of an increase in the specified
amount and the amount of the increase requested, an additional
premium payment may be necessary or a change in the amount of
planned periodic premiums may be advisable. See "Changes in
Specified Amount," page 26. In the event that you increase the
specified amount, you should contact your Union Central agent to
assist you in determining if additional premium payments are
necessary or appropriate.
Premium Payments to Prevent Lapse. Failure to pay planned
periodic premiums will not necessarily cause a policy to lapse.
Conversely, paying all planned periodic premiums will not
necessarily guarantee that a policy will not lapse (except when
the minimum guaranteed period is in effect). Rather, whether a
policy lapses depends on whether its cash surrender value is
sufficient to cover the monthly deduction (see page 19) when
due.
If the cash surrender value on a monthly date is less than the
amount of the monthly deduction to be deducted on that date and
the minimum guaranteed period is not in effect, the policy will
be in default and a grace period will begin. This could happen
if investment experience has been sufficiently unfavorable that
it has resulted in a decrease in cash surrender value or the
cash surrender value has decreased because you have not paid
sufficient premium payments to offset the monthly deduction.
Grace Period. If your policy goes into default, you will be
allowed a 61-day grace period to pay a premium payment
sufficient to cover the monthly deductions due during the grace
period. Union Central will send notice of the amount required
to be paid during the grace period ("grace period premium
payment") to your last known address and the address of any
assignee of record. The grace period will begin when the notice
is sent. Your policy will remain in effect during the grace
period. If the insured should die during the grace period and
before the grace period premium payment is paid, the death
benefit proceeds will still be payable to the beneficiary,
although the amount paid will reflect a reduction for the
monthly deductions due on or before the date of the insured's
death (and for any policy debt). See "Amount of Death Benefit
Proceeds," page 24. If the grace period premium payment has not
been paid before the grace period ends, your policy will lapse.
It will have no value and no benefits will be payable. See
"Reinstatement," page 39.
A grace period also may begin if policy debt becomes excessive.
See "Loan Repayment; Effect if Not Repaid," page 28.
Net Premium Allocations
In the application, you specify the percentage of a net premium
to be allocated to each subdivision and to the guaranteed
account. This allocation must comply with the allocation rules
described below. Net premiums will generally be allocated to
the subdivisions and to the guaranteed account on the valuation
date that Union Central receives them in accordance with the
allocations specified in the application or subsequent notice.
Union Central will allocate all net premiums received before the
end of the "free look" period (including the initial net
premium) to the subdivision invested in the Scudder VLIF Money
Market Portfolio. After the end of the "free look" period, the
account value will be allocated to the subdivisions and to the
guaranteed account based on the premium payment allocation
percentages in the application. See "Determining the Account
Value," page 23. For this purpose, the end of the "free look"
period is deemed to be 25 days after the date the policy is
issued and mailed to your agent for delivery.
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The net premium allocation percentages specified in the
application will apply to subsequent premium payments until you
change the percentages. You can change the allocation
percentages at any time, subject to the rules below, by
providing notice to the home office, in a form acceptable to
Union Central. The change will apply to all premium payments
received with or after receipt of your notice.
Allocation Rules. The minimum allocation percentage you may
specify for a subdivision or the guaranteed account is 5%, and
your allocation percentages must be whole numbers. The sum of
your allocations must equal 100%. Union Central reserves the
right to limit the number of subdivisions to which account value
may be allocated.
Crediting Net Premiums
The initial net premium will be credited to the policy on the
policy date, or, if later, the date we receive the initial
premium payment. For backdated policies, the initial net
premium will be credited on the issue date. Planned periodic
premiums and unscheduled premiums that are not underwritten will
be credited to the policy and the net premiums will be invested
as requested on the valuation date they are received by the home
office. However, any premium payment that is underwritten will
be allocated to the subdivision corresponding to the Scudder
VLIF Money Market Portfolio until underwriting has been
completed and the premium payment has been accepted. When
accepted, the account value allocated to the subdivision
corresponding to the Scudder VLIF Money Market Portfolio and
attributable to the resulting net premium will be credited to
the policy and allocated in accordance with your instructions.
If an additional premium payment is rejected, Union Central will
return the premium payment promptly, without any adjustment for
investment experience.
Transfer Privilege
After the free-look period and prior to the maturity date, you
may transfer all or part of your account value from subdivisions
investing in one portfolio to other subdivision(s) or to the
guaranteed account, or transfer a part of an amount in the
guaranteed account to the subdivision(s), subject to the
following restrictions. The minimum transfer amount is the
lesser of $100 or the entire amount in that subdivision or the
guaranteed account. A transfer request that would reduce the
amount in a subdivision or the guaranteed account below $25 will
be treated as a transfer request for the entire amount in that
subdivision or the guaranteed account. With the exception of
the Conversion Right described below, we reserve the right to
limit the number or frequency of transfers permitted in the
future.
We will make the transfer as of the end of the valuation period
during which we receive notice requesting such transfer.
Currently, there is no limit on the number of transfers that can
be made between subdivisions or to the guaranteed account.
However, transfers from the guaranteed account during any policy
year are limited to an amount equal to 20% of the account value
in the guaranteed account on the annual date at the beginning of
such policy year. (See "Transfers from Guaranteed Account,"
page 18 for restrictions). Currently, we assess a transfer
charge equal to $10 for each transfer during a policy year in
excess of the first twelve transfers. (We reserve the right to
decrease or eliminate the number of free transfers; in addition,
the transfer charge may be increased, but is guaranteed not to
exceed $15 per transfer.) The transfer charge will be deducted
from the subdivisions or the guaranteed account from which the
requested transfer is being made, on a pro-rata basis.
Telephone Transfers. Owners are eligible to effect transfers
pursuant to telephone instructions unless they elect out of the
option by writing us. We reserve the right to suspend telephone
transfer privileges at any time, for any reason, if we deem such
suspension to be in the best interests of owners.
We will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and if we
follow those procedures we will not be liable for any losses due
to unauthorized or fraudulent instructions. We may be liable
for such losses if we do not follow those reasonable procedures.
The procedures we will follow for telephone transfers include
requiring some form of personal identification prior to acting
on instructions received by telephone, providing written
confirmation of the transaction, and making a tape recording of
the instructions given by telephone.
Conversion Right. During the first twenty-four policy months
following the issue date, and within sixty days of the later of
notification of a change in the investment policy of the
separate account or the effective date of such change, the owner
may exercise a one-time Conversion Right by requesting that all
or a portion of the variable account be transferred to the
guaranteed account. Exercise of the Conversion Right is not
subject to the transfer charge. Following the exercise of the
Conversion Right, net premiums may not be allocated to the
subdivisions of the variable account, and transfers of account
value to the subdivisions will not be permitted. The other
terms and conditions of the policy will continue to apply.
Excessive Trading. Your policy is a long-term investment and is
not designed for professional market timing organizations or
other entities using programmed or frequent transfers. When
thinking about a transfer of contract value, you should consider
the risk involved that transfers based on short-term
expectations may be made at an inopportune time. Because
excessive trading can disrupt investment portfolio management
strategies and increase portfolio expenses, we limit excessive
trading practices.
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To minimize harm to the portfolios and other policyowners, in
addition to any restrictions or rights reserved in the current
portfolio prospectuses that accompany this prospectus, we
reserve the right to:
- limit the number, frequency, method or amount of transfers;
- reject any transfer from any owner we believe has a history of
abusive trading or whose trading, in our judgment, has been or
may be disruptive to a portfolio;
- delay any transfer request for up to seven days; or
- limit the portfolios into which transfers may be made.
Dollar Cost Averaging Plan
The Dollar Cost Averaging Plan, if elected, enables you to
transfer systematically and automatically, on a monthly,
quarterly, semi-annual, or annual basis, specified dollar
amounts from a subdivision you specify to other subdivisions or
to the guaranteed account. (Dollar Cost Averaging Plan
transfers may not be made from the guaranteed account.) By
allocating on a regularly scheduled basis, as opposed to
allocating the total amount at one particular time, you may be
less susceptible to the impact of market fluctuations. However,
we make no guarantee that the Dollar Cost Averaging Plan will
result in a profit.
You specify the amount to be transferred automatically; you can
specify either a fixed dollar amount, or a percentage of the
account value in the subdivision from which transfers will be
made. At the time that you elect the Dollar Cost Averaging
Plan, the account value in the subdivision from which transfers
will be made must be at least $2,000. The required amounts may
be allocated to the subdivision through initial or subsequent
net premiums or by transferring amounts into the subdivision
from the other subdivisions or from the guaranteed account
(which may be subject to certain restrictions).
You may elect this plan at the time of application by completing
the authorization on the application or at any time after the
policy is issued by properly completing the election form and
returning it to us. Dollar Cost Averaging Plan transfers may
not commence until the end of the free-look period.
Once elected, transfers from the subdivision will be processed
until the number of designated transfers have been completed, or
the value of the subdivision is completely depleted, or you send
us notice instructing us to cancel the transfers.
Currently, transfers made under the Dollar Cost Averaging Plan
will not be subject to any transfer charge and will not count
against the number of free transfers permitted in a policy year.
We reserve the right to impose a $15 transfer charge for each
transfer effected under a Dollar Cost Averaging Plan. We also
reserve the right to alter the terms or suspend or eliminate the
availability of the Dollar Cost Averaging Plan at any time.
Portfolio Rebalancing Plan
You may elect to have the accumulated balance of each
subdivision periodically redistributed (or "rebalanced") to
equal the allocation percentages you have specified in the
election form. This rebalancing may be done on a quarterly,
semi-annual, or annual basis.
You may elect the Portfolio Rebalancing Plan at the time of
application by completing the authorization on the application
or at any time after the policy is issued by properly completing
the election form and returning it to us. Portfolio Rebalancing
Plan transfers may not commence until the end of the free-look
period. Transfers pursuant to the Portfolio Rebalancing Plan
will continue until you send us notice terminating the plan, or
the policy terminates. THE PORTFOLIO REBALANCING PLAN CANNOT BE
ELECTED IF EITHER A DOLLAR COST AVERAGING PLAN OR AN EARNINGS
SWEEP PLAN IS IN EFFECT.
Currently, transfers made under the Portfolio Rebalancing Plan
will not be subject to any transfer charge and will not count
against the number of free transfers permitted in a policy year.
We reserve the right to impose a $15 transfer charge for each
transfer effected under the plan. We also reserve the right to
alter the terms or suspend or eliminate the availability of the
Portfolio Rebalancing Plan at any time.
Earnings Sweep Plan
You may elect to have the accumulated earnings of one or more
specified subdivisions or the interest credited to the
guaranteed account periodically transferred (or "swept") into
specified subdivisions or the guaranteed account. The sweep
may be done on a quarterly, semi-annual, or annual basis.
You may elect the Earnings Sweep Plan at the time of application
by completing the authorization on the application or at any
time after the policy is issued by properly completing the
election form and returning it to us. Earnings Sweep Plan
transfers may not commence until the end of the free-look
period. Transfers pursuant to the Earnings Sweep Plan will
continue until you send us notice terminating the plan, or the
policy terminates.
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Currently, transfers made under the Earnings Sweep Plan will not
be subject to any transfer charge and will not count against the
number of free transfers permitted in a policy year. We reserve
the right to impose a $15 transfer charge for each transfer
effected under the plan. We also reserve the right to alter the
terms or suspend or eliminate the availability of the Earnings
Sweep Plan at any time.
GUARANTEED ACCOUNT
---------------------------------------------------------------
BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS, INTERESTS IN
THE GUARANTEED ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR HAS THE GUARANTEED ACCOUNT BEEN
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940. ACCORDINGLY, NEITHER THE GUARANTEED ACCOUNT NOR
ANY INTERESTS THEREIN ARE SUBJECT TO THE PROVISIONS OF THESE
ACTS AND, AS A RESULT, THE STAFF OF THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN THIS PROSPECTUS
RELATING TO THE GUARANTEED ACCOUNT. THE DISCLOSURE REGARDING
THE GUARANTEED ACCOUNT MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS
RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN
PROSPECTUSES.
You may allocate some or all of your net premiums and transfer
some or all of the variable account to the guaranteed account,
which is part of our general account and pays interest at
declared rates (subject to a minimum interest rate we guarantee
to be at least 4%). The principal, after deductions, is also
guaranteed. Our general account assets support our insurance
and annuity obligations.
The portion of the account value allocated to the guaranteed
account will be credited with interest, as described below.
Since the guaranteed account is part of our general account, we
assume the risk of investment gain or loss on this amount. All
assets in the general account are subject to our general
liabilities from business operations.
Minimum Guaranteed and Current Interest Rates
The guaranteed account is guaranteed to accumulate at a minimum
effective annual interest rate of 4%. We may credit the
guaranteed account with current rates in excess of the minimum
guarantee, but we are not obligated to do so. These current
interest rates are influenced by, but do not necessarily
correspond to, prevailing general market interest rates. Since
we, in our sole discretion, anticipate changing the current
interest rate from time to time, different allocations to and
from the guaranteed account will be credited with different
current interest rates, based upon the date amounts are
allocated into the guaranteed account. We may change the
interest rate credited to new deposits at any time. Any
interest credited on the amounts in the guaranteed account in
excess of the minimum guaranteed rate of 4% per year will be
determined in our sole discretion. You assume the risk that
interest credited may not exceed the guaranteed rate.
Amounts deducted from the guaranteed account for the monthly
deduction, partial cash surrenders, transfers to the
subdivisions, or charges are currently, for the purpose of
crediting interest, accounted for on a last-in, first-out
("LIFO") method. We reserve the right to change the method of
crediting from time to time, provided that such changes do not
have the effect of reducing the guaranteed rate of interest
below 4% per annum.
Calculation of Guaranteed Account Value
The guaranteed account at any time is equal to net premiums
allocated or account value transferred to it, plus interest
credited to it, minus amounts deducted, transferred, or
surrendered from it.
Transfers from the Guaranteed Account
The amount transferred from the guaranteed account may not
exceed 20% of the guaranteed account on the annual date
immediately preceding the date of the transfer, unless the
balance after the transfer is less than $25, in which case we
will transfer the entire amount.
Payment Deferral from the Guaranteed Account
We reserve the right to defer payment of any partial cash
surrender, full surrender, or transfer from the guaranteed
account for up to six months from the date of receipt of the
notice for the partial or full surrender or transfer. However,
we will not defer payment of any amounts needed to pay premiums
on other policies in force with us.
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CHARGES AND DEDUCTIONS
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Union Central deducts the charges described below to cover costs
and expenses, services provided, and risks assumed under the
policies. The amount of a charge may not necessarily correspond
to the costs associated with providing the services or benefits
indicated by the designation of the charge or associated with
the particular policy. For example, the sales charge and sales
surrender charge may not fully cover all of the sales and
distribution expenses actually incurred by Union Central, and
proceeds from other charges, including the cost of insurance
charge and the mortality and expense risk charge, may be used in
part to cover such expenses. Union Central may profit from
certain charges.
Premium Expense Charge
A sales charge is deducted from each premium payment. This
charge is equal to 2% of premiums paid. We reserve the right to
increase the sales charge up to an amount equal to 4% of
premiums paid during the first ten policy years; the charge is
guaranteed to be no more than 2% thereafter. The sales charge is
intended to partially reimburse Union Central for some of the
expenses incurred in the distribution of the policies. See
"Daily Mortality and Expense Risk Charge," page 21, and "Cost of
Insurance Charge," shown below.
A 2% charge for state and local premium taxes and expenses is
also deducted from each premium payment. We reserve the right
to increase the premium tax charge to 2.50% per year. The state
and local premium tax charge reimburses Union Central for
premium taxes associated with the policies and related
administrative costs. The stated premium tax rates in the
jurisdictions in which Union Central does business range from
0.75% to 4.00%, and the jurisdiction in which a policy is issued
may impose no premium tax, or a premium tax higher or lower than
the charge deducted under the policies.
If you make premium payments, either planned or unscheduled,
equal to or greater than one million dollars during the first
policy year, your policy may qualify for reduced premium expense
charges. If during the first policy year, you actually make
less than one million dollars in premium payments, or you make
withdrawals or surrenders from the policy to the extent that
less than one million dollars of premium remains in the policy
on its first policy anniversary, we reserve the right to
increase the first year's premium expense charges to the
standard premium expense charge on all premium received during
the first policy year, as though those standard charges were
made at the time the premium payments were made. This
chargeback will not occur if the reduction below one million
dollars at the first policy anniversary is due to unfavorable
investment performance. Before you deposit premium payments
into your policy in order to qualify for the reduced premium
expense charges, please read "Tax Considerations", page 41,
concerning the treatment of heavily-funded life insurance
policies.
Monthly Deduction
On each monthly date, Union Central will deduct from the account
value the monthly deductions due, commencing as of the policy
date. Your policy date is the date used to determine your
monthly date. The monthly deduction consists of (1) cost of
insurance charges ("cost of insurance charge"), (2) the monthly
administrative charge (the "administrative charge"), and (3) any
charges for supplemental and/or rider benefits ("supplemental
and/or rider benefit charges"), as described below. The monthly
deduction is deducted from the subdivisions and from the
guaranteed account pro rata on the basis of the portion of
account value in each, unless you choose to have the monthly
deduction taken only from certain subdivisions by using the
Monthly Deduction Endorsement.
The Monthly Deduction Endorsement provides the owner the option
of designating from which subdivisions the monthly deductions
will be taken. If the subdivisions chosen by the owner do not
have sufficient funds, the monthly deduction is made against the
account value in each subdivision of the variable account and
the guaranteed account in proportion to the total amounts in
those subdivisions. This endorsement can be added at any time,
and the owner can change the designated subdivisions upon
written notice to us.
Cost of Insurance Charge. This charge compensates Union Central
for the expense of providing insurance coverage. The charge
depends on a number of variables and therefore will vary from
policy to policy and from monthly date to monthly date. For any
policy, the cost of insurance on a monthly date is calculated by
multiplying the current cost of insurance rate for the insured
by the risk amount under the policy for that monthly date.
The risk amount for a monthly date is the difference between the
death benefit (see page 24) for a policy (as adjusted to take
into account assumed monthly earnings at an annual rate of 4%)
and the account value, as calculated on that monthly date less
any monthly deduction due on that date (except the cost of
insurance). You may elect either or both the Accounting
Benefit Rider and the Annual Renewable Term Rider to supplement
your insurance coverage under the policy. Election of either or
both riders will affect the cost of insurance charge under the
policy. (See "Initial Specified Amount and Death Benefit
Option," page 25). During the early years of the policy, the
Accounting Benefits Rider will provide lower current cost of
insurance rates than available under the base policy. The
Annual Renewable Term Rider will provide lower current cost of
insurance rates in all policy years. Use of the riders can
lower the cost of insurance charge you would otherwise pay for a
given amount of insurance coverage.
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The current cost of insurance rate for a policy is based on the
age at issue, sex and rate class of the insured and on the
policy year, and therefore varies from time to time. Different
current cost of insurance rates apply to policies with a
specified amount under $250,000 than to policies with a
specified amount of $250,000 or more and, in general, policies
with a specified amount of $250,000 or more may have lower
current cost of insurance rates. Union Central currently places
insureds in the following rate classes, based on underwriting:
Standard Tobacco (ages 0-75), Standard Nontobacco (ages 20-75),
Preferred (ages 20-70), or Preferred Plus (ages 20-70). The
Preferred and Preferred Plus rate classes are only available
under policies with specified amounts of $100,000 or more. We
also may place an insured in a substandard rate class, which
involves a higher mortality risk than the standard tobacco or
standard nontobacco classes.
Union Central will determine a cost of insurance rate for
increases in coverage based on the age of the insured at the
time of the increase. The following rules will apply for
purposes of determining the risk amount for each rate.
Union Central places the insured in a rate class when the
policy is issued, based on Union Central's underwriting of the
application. This original rate class applies to the initial
specified amount. When an increase in specified amount is
requested, Union Central conducts underwriting before approving
the increase (except as noted below) to determine whether a
different rate class will apply to the increase. If the rate
class for the increase has lower cost of insurance rates than
the original rate class, then the rate class for the increase
will also be applied to the initial specified amount. If the
rate class for the increase has higher cost of insurance rates
than the original rate class, the rate class for the increase
will apply only to the increase in specified amount, and the
original rate class will continue to apply to the initial
specified amount.
Union Central does not conduct underwriting for an increase in
specified amount if the increase is requested by exercising an
option to increase the specified amount automatically, without
underwriting. See "Supplemental and/or Rider Benefits," page
39. In such case, the insured's rate class for an increase will
be the class in effect when the guaranteed option rider was
issued.
For purposes of determining the risk amount associated with a
specified amount, we will attribute the account value solely to
the initial specified amount unless the account value exceeds
the initial specified amount. If the account value exceeds the
initial specified amount, the excess will be considered
attributable to the increases in specified amount in the order
of the increases. If there is a decrease in specified amount
after an increase, a decrease is applied first to decrease any
prior increases in specified amount, starting with the most
recent increase and then each prior increase.
Union Central guarantees that the cost of insurance rates used
to calculate the monthly cost of insurance charge will not
exceed the maximum cost of insurance rates set forth in the
policies. The guaranteed rates for standard classes are based
on the 1980 Commissioners' Standard Ordinary Mortality Tables,
Male or Female, Smoker or Nonsmoker Mortality Rates ("1980 CSO
Tables"). The guaranteed rates for substandard classes are
based on multiples of or additives to the 1980 CSO Tables.
Union Central's current cost of insurance rates may be less than
the guaranteed rates that are set forth in the policy. Current
cost of insurance rates will be determined based on Union
Central's expectations as to future mortality, investment
earnings, expenses, taxes, and persistency experience. These
rates may change from time to time.
Cost of insurance rates (whether guaranteed or current) for an
insured in a standard nontobacco class are equal to or lower
than guaranteed rates for an insured of the same age and sex in
a standard tobacco class. Cost of insurance rates (whether
guaranteed or current) for an insured in a standard nontobacco
or tobacco class are generally lower than guaranteed rates for
an insured of the same age and sex and tobacco status in a
substandard class.
Legal Considerations Relating to Sex-Distinct Premium
Payments and Benefits. Mortality tables for the policies
generally distinguish between males and females. Thus,
premium payments and benefits under policies covering
males and females of the same age will generally differ.
Union Central does, however, also offer policies based on
unisex mortality tables if required by state law.
Employers and employee organizations considering purchase
of a policy should consult with their legal advisors to
determine whether purchase of a policy based on sex-
distinct actuarial tables is consistent with Title VII
of the Civil Rights Act of 1964 or other applicable law.
Upon request, Union Central may offer policies with unisex
mortality tables to such prospective purchasers.
Monthly Administrative Charge. Union Central deducts a monthly
administrative charge from the account value on each monthly
date. The administrative charge is currently equal to $5 per
month. We reserve the right to increase the administrative
charge during the first policy year up to $25 per month, and
after the first policy year up to $10 per month. The
administrative charge is guaranteed not to exceed $25 per month
during the first policy year and $10 per month thereafter.
The monthly administrative charge reimburses Union Central for
expenses incurred in the administration of the policies and the
separate account. Such expenses include but are not limited to:
confirmations, annual reports and account statements,
maintenance of policy records, maintenance of separate account
records, administrative personnel costs, mailing costs, data
processing costs, legal fees, accounting fees, filing fees, the
costs of other services necessary for owner servicing and
accounting, valuation, regulatory and updating requirements.
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Should the guaranteed charges prove to be insufficient, we will
not increase the charges above such guaranteed levels.
Supplemental and/or Rider Benefit Charges. See "Supplemental
and/or Rider Benefits," page 39. See also page 25, "Initial
Specified Amount and Death Benefit Option" regarding the charges
associated with the Accounting Benefit Rider.
Daily Mortality and Expense Risk Charge
Union Central deducts a daily charge from assets in the separate
account attributable to the policies. This charge does not
apply to guaranteed account assets attributable to the policies.
During the first ten policy years, the charge is equal on an
annual basis to 0.75% of assets. Thereafter, the charge is
equal on an annual basis to 0.25% of assets. These rates are
guaranteed not to increase for the duration of a policy. Union
Central may realize a profit from this charge. Although Union
Central does not believe that it is possible to allocate this
charge to different risks, Union Central feels that a reasonable
estimate is that during the first ten policy years, 0.30% of
this charge is allocable to mortality risk, and 0.45% to expense
risk; and thereafter, 0.10% of this charge is allocable to
mortality risk, and 0.15% to expense risk.
The mortality risk Union Central assumes is that the insureds on
the policies may die sooner than anticipated and therefore Union
Central will pay an aggregate amount of death benefits greater
than anticipated. The expense risk Union Central assumes is
that expenses incurred in issuing and administering the policies
and the separate account will exceed the amounts realized from
the administrative charges assessed against the policies.
Transfer Charge
We currently assess a transfer charge of $10 for each transfer
made during a policy year after the first twelve transfers. We
reserve the right to decrease or eliminate the number of free
transfers; in addition the transfer charge may be increased, but
is guaranteed not to exceed $15 per transfer. We will deduct
the transfer charge from the remaining account value in the
subdivisions or the guaranteed account from which the transfer
is being made on a pro rata basis. We do not expect a profit
from this charge.
Surrender Charge
If a policy is completely surrendered or lapses, Union Central
may deduct a surrender charge from the account value. The
surrender charge includes a sales surrender charge and an
administrative surrender charge. The maximum surrender charge
is set forth in your policy. There is no additional sales
surrender charge applicable to increases in specified amount.
However, if the policy is completely surrendered following an
increase in base specified amount, an additional administrative
surrender charge may apply, as described below.
Any surrender charge deducted upon lapse is credited back to the
policy's account value upon reinstatement. The surrender charge
on the date of reinstatement will be the same as it was on the
date of lapse. For purposes of determining the surrender charge
on any date after reinstatement, the period the policy was
lapsed will not count.
Sales Surrender Charge. A sales surrender charge is deducted if
the policy is surrendered or lapses during the first fifteen
policy years following the policy date. The maximum sales
surrender charge is 26% of the premiums paid up to a sales
surrender premium shown in the policy. The maximum amount shown
in the policy is based on the age at issue, sex, specified
amount, death benefit option, and rate class applicable to the
insured. Increases in the policy's specified amount will not
affect the amount of the sales surrender premium, or the amount
of the maximum sales surrender charge. Decreases in the
policy's specified amount may reduce the sales surrender premium
if the decrease is effective prior to the payment of cumulative
premiums in an amount equal to the initial sales surrender
premium shown in the policy. We will notify you of any
reduction in the sales surrender premium, and the amount of the
maximum sales surrender charge, at the time of any decrease in
specified amount that causes such reductions.
The greatest sales surrender charge applicable to a portion of
account value is paid if you lapse or surrender in policy years
one through five. The maximum sales surrender charge in these
years equals 26% of actual premiums paid up to the sales
surrender premium shown in the policy. After the fifth policy
year, the maximum sales surrender charge percentage declines on
a monthly basis in level increments until it reaches 0% at the
end of the fifteenth policy year, as shown in the following
table.
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<PAGE>
<TABLE>
<CAPTION>
END OF SALES SURRENDER
POLICY YEAR CHARGE PERCENTAGE
----------- -----------------
<S> <C>
1-5 26%
6 23.4%
7 20.8%
8 18.2%
9 15.6%
10 13.0%
11 10.4%
12 7.8%
13 5.2%
14 2.6%
15 0%
</TABLE>
The purpose of the sales surrender charge is to reimburse Union
Central for some of the expenses incurred in the distribution of
the policies. The sales surrender charge may be insufficient to
recover distribution expenses related to the sale of the
policies. See "Daily Mortality and Expense Risk Charge," page
21, and "Cost of Insurance Charge," page 19.
Administrative Surrender Charge. An administrative surrender
charge is deducted if the policy is surrendered or lapses during
the first fifteen policy years following the policy date or any
increase in base specified amount (see "Surrender Charge"
above). The administrative surrender charge is equal to an
amount per $1000 of base specified amount, and depends upon the
age of the insured at the time that the base specified amount to
which it applies was issued, and the policy year in which the
charge is imposed. For issue ages 30 to 39, the amount per
$1000 is $3.50 during policy years 1 through 5; for issue ages
40 to 49, the amount per $1000 is $4.50 during policy years 1
through 5; for issue ages 50 to 59, the amount per $1000 is
$5.50 during policy years 1 through 5; and for issue ages 60 to
69, the amount per $1000 is $6.50 during policy years 1 through
5. The charge declines monthly after the end of the fifth
policy year to zero at the end of policy year fifteen.
Applicable administrative surrender charge rates, which increase
with issue age, are set forth in full in the policy.
If the base specified amount is increased, the increase is
subject to a new administrative surrender charge. This charge
is imposed if the policy is surrendered or lapses within fifteen
policy years from the effective date of the increase, and is in
addition to any sales surrender charge or administrative
surrender charge that may be applicable if the policy is
surrendered or lapses within fifteen policy years after the
policy date.
The administrative surrender charge partially covers the
administrative costs of processing surrenders, lapses, and
increases and reductions in base specified amount, as well as
legal, actuarial, systems, mailing, and other overhead costs
connected with Union Central's variable life insurance
operations.
Fund Expenses
The value of the net assets of each subaccount reflects the
management fees and other expenses incurred by the corresponding
portfolio in which the subaccount invests. The investment
advisers earn management fees for the services they provide in
managing the portfolios. See the prospectuses for the
portfolios. The fee table appears on page 7.
Cost of Additional Benefits Provided by Riders
The cost of additional benefits provided by riders is part of the monthly
deduction and is charged to the account value on the monthly date. See
"Supplemental and/or Rider Benefits," page 39.
Income Tax Charge
Union Central does not currently assess any charge for income taxes incurred
as a result of the operations of the subaccounts of the separate account.
We reserve the right, however, to assess a charge for such taxes against the
subaccounts if we determine that such taxes will be incurred.
Special Arrangements
Where permitted by state regulation, Union Central may reduce or
waive the sales charge component of the premium expense charge;
the monthly administrative charge; and/or the surrender charge,
under policies purchased by (i) directors, officers, current or
retired employees ("employees"), or agents of Union Central, or
affiliates thereof, or their spouses or dependents; (ii)
directors, officers, employees, or agents of broker-dealers that
have entered into selling agreements with Carillon Investments,
Inc. relating to the policies, or their spouses or dependents;
or (iii) directors, officers, employees, or affiliates of the
portfolios or investment advisers or sub-advisers or
distributors thereof, or their spouses or dependents. In
addition, in the future, Union Central may reduce or waive the
sales charge component of the premium expense charge, and/or the
surrender charge if a policy is purchased by the owner of
another policy issued by Union Central, and/or through transfer
or exchange from a life insurance policy issued by Union
Central, each in accordance with rules established by Union
Central and applied on a uniform basis. Reductions or waivers
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<PAGE>
of the sales charge component of the premium expense charge, the
monthly administrative charge, and the surrender charge reflect
the reduced sales and administrative effort associated with
policies sold to the owners specified. The home office can
provide advice regarding the availability of reduced or waived
charges to such owners.
The policies will be issued to group or sponsored arrangements,
as well as on an individual basis. A "group arrangement"
includes a program under which a trustee, employer or similar
entity purchases policies covering a group of individuals. An
example of such an arrangement is a non-qualified deferred
compensation plan. A "sponsored arrangement" includes a program
under which an employer permits group solicitation of its
employees or an association permits group solicitation of its
members for the purchase of policies on an individual basis.
The policies may not be available in connection with group or
sponsored arrangements in all states.
For policies issued in connection with group or sponsored
arrangements, Union Central may reduce or waive one or more of
the following charges: the sales charge component of the premium
expense charge; the surrender charge; the monthly charge for the
cost of insurance; rider charges; monthly administrative
charges; daily mortality and expense risk charges; and/or the
transfer charge. We may also reduce the minimum specified amount
per policy. In addition, the interest rate credited on amounts
taken from the subdivisions as a result of a loan may be
increased for these policies. Union Central will waive or
reduce these charges as described below and according to its
rules in effect when the policy application is approved.
To qualify for a waiver or reduction, a group or sponsored
arrangement must satisfy certain criteria, for example, size of
the group, or number of years in existence. Generally, the
sales contacts and effort, administrative costs, and insurance
cost and mortality expense risk per policy may vary based on
such factors as the size of the group or sponsored arrangement,
its ability, the purposes for which the policies are purchased,
and certain characteristics of its members (including
underwriting-related factors that are determined by Union
Central to result in lower anticipated expenses of providing
insurance coverage, and/or lower mortality expense risk, under
policies sold to members of the group or through the sponsored
arrangement). The amount of any reduction and the criteria for
qualification will reflect the reduced sales and administrative
effort resulting from sales to qualifying group or sponsored
arrangements, and/or the reduced anticipated cost of insurance
or mortality expense risk under such policies. Union Central
may modify from time to time the amount or availability of any
charge reduction or waiver, or the criteria for qualification.
Charge reductions or waivers will not be unfairly discriminatory
against any person, including the affected owners and all other
owners of policies funded by the separate account.
HOW YOUR ACCOUNT VALUES VARY
--------------------------------------------------------------
There is no minimum guaranteed account value or cash surrender
value. These values will vary with the investment experience of
the subaccounts and/or the daily crediting of interest in the
guaranteed account, and will depend on the allocation of account
value. If the cash surrender value on a monthly date is less
than the amount of the monthly deduction to be deducted on that
date (see page 19) and the minimum guaranteed period is not then
in effect, the policy will be in default and a grace period will
begin. See "Minimum Guaranteed Period," page 15, and "Grace
Period," page 15.
Determining the Account Value
On the policy date, the account value is equal to the initial
net premium credited, less the monthly deduction made as of the
policy date. On each valuation date thereafter, the account
value is the sum of the variable account, the guaranteed
account, and the loan account. The account value will vary to
reflect the performance of the subdivisions to which amounts
have been allocated, interest credited on amounts allocated to
the guaranteed account, interest credited on amounts in the loan
account, charges, transfers, partial cash surrenders, loans and
loan repayments.
Subdivision Values. When you allocate an amount to a
subdivision, either by net premium allocation or transfer, your
policy is credited with accumulation units in the subaccount
corresponding to that subdivision. The number of accumulation
units is determined by dividing the amount allocated to the
subdivision by the subaccount's accumulation unit value for the
valuation date when the allocation is effected.
The number of accumulation units credited to your policy will
increase when net premiums are allocated to the subdivision,
amounts are transferred to the subdivision, and loan repayments
are credited to the subdivision. The number of accumulation
units credited to a policy will decrease when the allocated
portion of the monthly deduction is taken from the subdivision,
a loan is made, an amount is transferred from the subdivision,
or a partial surrender is taken from the subdivision.
Determination of Unit Value. Union Central uses the unit value
for each subaccount to determine the variable account value for
a policy. The unit value at the end of a valuation date is the
unit value at the end of the previous valuation date times the
net investment factor, as described below. The variable account
value for a policy is determined on any day by multiplying the
number of units attributable to each subaccount corresponding to
subdivisions in which account value is invested by the unit
value for that subaccount on that day, and aggregating the
resulting subaccount values.
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<PAGE>
Net Investment Factor. The net investment factor is an index
applied to measure the investment performance of a subaccount
from one valuation period to the next. Each subaccount has a
net investment factor for each valuation period which may be
greater or less than one. Therefore, the value of a unit may
increase or decrease. The net investment factor for any
subaccount for any valuation period is determined by dividing
(1) by (2) and subtracting (3) from the result, where:
(1) is the net result of:
a. the net asset value per share of the portfolio held in
the subaccount, determined at the end of the current
valuation period; plus
b. the per share amount of any dividend or capital gain
distributions made by the portfolio to the subaccount,
if the "ex-dividend" date occurs during the current
valuation period; plus or minus
c. a per share charge or credit for any taxes incurred by
or reserved for in the subaccount, which is determined
by us to have resulted from the operations of the
subaccount.
(2) is the net result of:
a. the net asset value per share of the portfolio held in
the subaccount, determined at the end of the last prior
valuation period (adjusted for an "ex-dividend"); plus
or minus
b. the per share charge or credit for any taxes reserved
for the immediately preceding valuation period.
(3) is a daily factor representing the mortality and expense
risk charge deducted from the subaccount for the policy
adjusted for the number of days in the valuation period.
Guaranteed Account. On any valuation date, the guaranteed
account of a policy is the total of all net premiums allocated
to the guaranteed account, plus any amounts transferred to the
guaranteed account, plus interest credited on such net premiums
and amounts, less the amount of any transfers, including
transfer charges, taken from the guaranteed account, less the
amount of any partial cash surrenders taken from the guaranteed
account, less any amounts transferred from the guaranteed
account in connection with loans, and less the pro-rata portion
of the monthly deduction deducted from the guaranteed account.
Loan Account. On any valuation date, if there have been any
loans, the loan account is equal to amounts transferred to the
loan account from the subaccounts and from the guaranteed
account as collateral for loans and for due and unpaid loan
interest, amounts transferred from the loan account to the
subaccounts and the guaranteed account as policy debt is repaid,
and interest credited on the loan account.
Cash Value
The cash value on a valuation date is the account value less the
surrender charge that would be applicable on that valuation
date.
Cash Surrender Value
The cash surrender value on a valuation date is the cash value reduced by
any policy debt. Cash surrender value is used to determine whether a
partial cash surrender may be taken, and whether policy debt is excessive
(see page 27). It is also the amount that is available upon full surrender
of the policy (see page 28).
DEATH BENEFIT AND CHANGES IN SPECIFIED AMOUNT
--------------------------------------------------------------
As long as the policy remains in force, Union Central will pay
the death benefit proceeds upon receipt at the home office of
proof of the insured's death that Union Central deems
satisfactory. Union Central may require return of the policy.
The death benefit proceeds will be paid in a lump sum generally
within seven calendar days of receipt of satisfactory proof (see
"When Proceeds Are Paid," page 38 or, if elected, under a
payment option (see "Payment Options," page 29). The death
benefit will be paid to the beneficiary. See "Selecting and
Changing the Beneficiary," page 27.
Amount of Death Benefit Proceeds
The death benefit proceeds are equal to the sum of the death
benefit under the death benefit option selected calculated on
the date of the insured's death, plus any supplemental and/or
rider benefits, minus any policy debt on that date. If the date
of death occurred during a grace period, the death benefit
proceeds are the death benefit immediately prior to the start of
the grace period, minus policy debt and minus any past due
monthly deductions. Under certain circumstances, the amount of
the death benefit may be further adjusted. See "Limits on
Rights to Contest the Policy" and "Misstatement of Age or Sex,"
page 38.
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<PAGE>
If part or all of the death benefit is paid in one sum, Union
Central will pay interest on this sum as required by applicable
state law from the date of receipt of due proof of the insured's
death to the date of payment.
Death Benefit Options
You may choose one of two death benefit options, which will be
used to determine the death benefit. Under Option A, the death
benefit is the greater of: (i) the specified amount; or (ii) the
Applicable Percentage of account value on the date of the
insured's death (if you elected the guideline premium test) or
the Factor multiplied by the account value on the date of the
insured's death (if you elected the cash value accumulation
test). Under Option B, the death benefit is the greater of:
(i) the specified amount plus the account value on the date of
the insured's death; or (ii) the Applicable Percentage (if you
elected the guideline premium test) or Factor (if you elected
the cash value accumulation test) multiplied by the account
value on the date of the insured's death.
When you apply for the policy, you will also choose one of two
alternative tests to evaluate whether your policy qualifies as a
life insurance contract under the Internal Revenue Code. If you
choose the guideline premium test, total premium payments paid
in a policy year may not exceed the guideline premium payment
limitations for life insurance set forth under the Internal
Revenue Code. If you choose the cash value accumulation test,
there are no limits on the amount of premium you can pay in a
policy year, so long as the death benefit is large enough
compared to the account value to meet the test requirements.
You may also choose one of two enhanced death benefit options
when you apply for the policy that are designed to increase the
death benefit on the life of the insured person at certain ages.
If investment performance is favorable, the amount of the death
benefit may increase. However, under Option A, the death
benefit ordinarily will not change for several years to reflect
any favorable investment performance and may not change at all.
Under Option B, the death benefit will vary directly with
account value, which reflects the investment performance of the
subaccounts as well as interest credited to the guaranteed
account. For an illustration of the impact that investment
performance may have on the death benefit, see the illustrations
beginning on page 29.
Under the guideline premium test, the "Applicable Percentage" is
250% when the insured's attained age is 40 or less, and
decreases each year thereafter to 100% when the insured's
attained age is 95. A table showing the Applicable Percentages
for Attained Ages 0 to 95 under the Guideline Premium Test is
included in Appendix B. Appendix B also includes a table showing
the Factors that apply if you choose the cash value accumulation
test.
Enhanced Death Benefit Option
You may choose one of two enhanced death benefit options when
you apply for your policy. The two options establish increased
death benefits on the life of the insured person at certain ages
based on the life expectancy of the insured person. We offer
two corridors, a nine-year corridor and a fifteen-year corridor.
If you choose this option, your death benefit will be calculated
using the factors shown in Appendix C. While this option is
available free of charge, the enhanced death benefit may cause
the cost of insurance to be higher than in a policy without this
option. During the enhanced death benefit period, the death
benefit will be increased if the death benefit is either the
Applicable Percentage of account value (if you elected the
guideline premium test) or the Factor multiplied by the account
value (if you elected the cash value accumulation test). The
same cost of insurance rates would then be charged on a greater
risk amount , thereby increasing your total cost of insurance
charged.
Initial Specified Amount and Death Benefit Option
The initial specified amount is set at the time the policy is
issued. You may change the specified amount from time to time,
as discussed below. You select the death benefit option when
you apply for the policy. You also may change the death benefit
option, as discussed below.
When you apply for the policy, you can combine coverage under
either or both the Accounting Benefit Rider and the Annual
Renewable Term Rider with coverage under the base policy to
obtain the desired specified amount for an insured. You must
allocate at least $25,000 to base specified amount. Otherwise
there are no restrictions on how you allocate among base
specified amount and ABR or ART specified amount. Use of these
riders will lower the cost to you of insurance coverage.
Accounting Benefit Rider. The Accounting Benefit Rider ("ABR")
provides the opportunity to allocate part of the policy's
specified amount to this rider. The use of this rider results
in a higher cash value for the policy in the early years of the
policy than would otherwise be the case, because there are no
surrender charges associated with coverage under this rider and
the monthly deductions associated with the specified amount
allocated to the rider are correspondingly lower in early policy
years than the monthly deduction that would be required for base
policy coverage; monthly deductions are correspondingly higher
in later policy years. The monthly deduction associated with
the specified amount allocated to the rider is made up of both a
cost of insurance charge and an ABR specified amount charge.
The ABR specified amount charge is an amount per thousand of ABR
specified amount and will vary based on sex, rate class, issue
age, policy year and death benefit option. This rider is
available only at issue.
Annual Renewable Term Rider. The Annual Renewable Term Rider
("ART") provides the opportunity to allocate part of the
policy's specified amount to this rider. The ART Rider will
adjust over time to maintain total death benefit coverage as
described below.
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<PAGE>
The death benefit for the ART Rider is the difference between
your total death benefit and the sum of the base death benefit
and ABR death benefit. The ART death benefit automatically
adjusts daily as your base and ABR death benefit changes. The
total death benefit depends on which death benefit option is in
effect:
Option A: If Option A is in effect, the total death benefit is
the greater of:
(A) the specified amount (the base specified amount and
any specified amount allocated to the ABR or ART); or
(B) the account value multiplied by the Applicable
Percentage of account value on the date of the
insured's death.
Option B: If Option B is in effect, the total death benefit is
the greater of:
(A) the specified amount (the base specified amount and
any specified amount allocated to the ABR or ART),
plus the account value; or
(B) the account value multiplied by the Applicable
Percentage of account value on the date of the
insured's death.
It is possible that the amount of your insurance coverage under
the ART Rider may be zero if your base and ABR death benefit
increases enough. The insurance coverage under the ART Rider
can never be less than zero. Even when the insurance coverage is
reduced to zero, your ART Rider remains in effect until you
remove it from your policy. Therefore, if the base and ABR
death benefit decreases to below the total death benefit, the
ART Rider increases to maintain the total death benefit.
You may change the specified amount as described in this
prospectus.
There is no defined premium for a given amount of insurance
coverage under the ART Rider. Instead, we deduct a monthly cost
of insurance charge from your account value. The cost of
insurance for this rider is calculated as the monthly cost of
insurance rate for the rider coverage multiplied by the net
amount at risk attributable to the rider in effect that month.
The cost of insurance rates will be determined by us based on
the age at issue, sex, and rate class of the insured, as well as
the policy year. The current cost of insurance rates for this
rider are lower than the cost of insurance rates for the base
policy, however, the guaranteed cost of insurance rates are
higher.
Changes in Death Benefit Option
You may change the death benefit option on your policy, by
notice to us, subject to the following rules. (After any change,
the specified amount must be at least $50,000.) The effective
date of the change will be the monthly date next following the
day that Union Central receives and accepts notice of the
request for change. Union Central may require satisfactory
evidence of insurability. A change in the death benefit option
may have adverse tax consequences. You should consult a tax
adviser before changing the death benefit option.
When a change from Option A to Option B is made, unless
requested by notice to us, the specified amount after the
change is effected will be equal to the specified amount before
the change less the account value on the effective date of the
change. When a change from Option B to Option A is made, unless
requested by notice to us, the specified amount after the change
will be equal to the specified amount before the change is
effected and the death benefit will be reduced by the account
value on the effective date of the change.
Changes in Specified Amount
When you apply for your policy, you may allocate part of your
initial specified amount to the Accounting Benefit Rider or the
Annual Renewable Term Rider (see "Supplemental and/or Rider
Benefits", page 39). This allocation will have an effect on the
monthly deductions made from your policy. After your policy is
issued, you may request a change in the specified amount, by
notice to us, subject to the following rules. If a change in
the specified amount would result in total premiums paid
exceeding the premium limitations prescribed under current tax
law to qualify your policy as a life insurance contract, Union
Central will refund promptly to the owner the amount of such
excess above the premium limitations.
The minimum amount of any decrease in specified amount is
$5,000, and any decrease in specified amount will become
effective on the monthly date next following the date that
notice requesting the decrease is received and approved by us.
Union Central reserves the right to decline a requested decrease
in the specified amount if compliance with current tax law
resulting from this decrease would result in immediate
termination of the policy, or if to effect the requested
decrease, payments to the owner would have to be made from the
accumulated value for compliance with applicable tax law, and
the amount of such payments would exceed the cash surrender
value under the policy.
Decreasing the specified amount of the policy may have the
effect of decreasing monthly cost of insurance charges.
Decreasing the specified amount of the policy may have adverse
tax consequences. Any decrease in specified amount will be made
in proportion to the specified amount attributable to the base
policy, the Accounting Benefit Rider and the Annual Renewable
Term Rider.
Any increase in the specified amount must be at least $5,000
(unless the increase is effected pursuant to a rider providing
for automatic increases in specified amount), and an application
must be submitted. Any increase that is not guaranteed by rider
will require satisfactory evidence of insurability and must meet
Union Central's underwriting rules. A change in planned
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<PAGE>
periodic premiums may be advisable. See "Premium Payments Upon
Increase in Specified Amount," page 15. The increase in
specified amount will become effective on the monthly date next
following the date the request for the increase is received and
approved, and the account value will be adjusted to the extent
necessary to reflect a monthly deduction as of the effective
date based on the increase in specified amount. You can
increase your ART specified amount at any time. You can
increase your ABR and base specified amount at any time, so long
as they remain in the same proportions as they were when your
policy was issued.
A new administrative surrender charge period will apply only to
the increased base specified amount, starting with the effective
date of the increase. (See "Surrender Charge," page 21).
Changing the specified amount of the policy may have adverse tax
consequences. You should consult a tax adviser before changing
the specified amount.
Selecting and Changing the Beneficiary
You select one or more beneficiary(ies) in your application.
You may later change the beneficiary(ies) in accordance with the
terms of the policy. The primary beneficiary, or, if the
primary beneficiary is not living, the contingent beneficiary,
is the person entitled to receive the death benefit proceeds
under the policy. If the insured dies and there is no surviving
beneficiary, the owner or the estate of the owner will be the
beneficiary. If a beneficiary is designated as irrevocable,
then the beneficiary's consent must be obtained to change the
beneficiary.
CASH BENEFITS
---------------------------------------------------------------
Loans
After the first policy year and while the insured is living, and
provided the policy is not in the grace period, you may borrow
against your policy at any time by submitting notice to the home
office. (In certain states, loans may also be available during
the first policy year.) The minimum amount of any loan request
is $500 (subject to state regulation). The maximum loan amount
is equal to the sum of 90% of the variable account, plus 100% of
the guaranteed account, less any surrender charges that would be
applicable on the effective date of the loan, less loan interest
to the annual date. Outstanding loans reduce the amount
available for new loans. Loans will be processed as of the date
your notice is received and approved. Loan proceeds generally
will be sent to you within seven calendar days. See "When
Proceeds Are Paid," page 38, and "Transfers from the Guaranteed
Account," page 18.
Interest. Each year Union Central will set the annual loan
interest rate. The rate will never be more than the maximum
permitted by law, and will not be changed more frequently than
once per year. The rate for a policy year may not exceed the
greater of (i) the Published Monthly Average for the calendar
month ending two months before the annual date at the beginning
of the policy year; or (ii) the guaranteed minimum interest rate
applicable to the guaranteed account, plus 1.0%. The Published
Monthly Average means Moody's Corporate Bond Yield Average -
Monthly Average Corporates, as published by Moody's Investor
Service, Inc., or any successor to that service; or if the
average is no longer published, a substantially similar average,
established by regulation issued by the insurance supervisory
official of the state in which the policy is delivered.
Union Central will notify owners of the initial rate of interest
when a loan is made. We will notify the owner at least thirty
days in advance of any increase in the annual loan interest rate
applicable to any outstanding loan.
Interest is due and payable at the end of each policy year while
a loan is outstanding. If interest is not paid when due, the
amount of the interest is added to the loan and becomes part of
the outstanding loan.
Policy Debt. Outstanding loans (including unpaid interest added
to the loan) plus accrued interest not yet due equals the policy
debt.
Loan Collateral. When a policy loan is made, an amount
sufficient to secure the loan is transferred out of the variable
account and the guaranteed account and into the policy's loan
account. Thus, a loan will have no immediate effect on the
account value, but other policy values, such as the cash
surrender value and the death benefit proceeds, will be reduced
immediately by the amount transferred to the loan account. This
transfer is made against the account value in each subdivision
and the guaranteed account in proportion to the account value in
each on the effective date of the loan, unless the owner
specifies that transfers be made from specific subdivisions. An
amount of account value equal to any due and unpaid loan
interest which exceeds interest credited to the loan account
will also be transferred to the loan account on each annual
date. Such interest will be transferred from each subdivision
and the guaranteed account in the same proportion that account
value in each subdivision and the guaranteed account bears to
the total unloaned account value.
The loan account will be credited with interest at an effective
annual rate of not less than the annual loan interest rate, less
1.5% during the first ten policy years, and 0.25% thereafter.
Thus, the maximum net cost of a loan per year is 1.5% during the
first ten policy years, and 0.25% thereafter (the net cost of a
loan is the difference between the rate of interest charged on
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<PAGE>
policy loans and the amount credited on the equivalent amount
held in the loan account). Union Central will determine the
rate of interest to be credited to the loan account in its sole
discretion, and the rate may change from time to time.
Loan Repayment; Effect if Not Repaid. You may repay all or part
of your policy debt at any time while the insured is living and
the policy is in force. Loan repayments must be sent to the
home office and will be credited as of the date received. The
owner may give us notice that a specific unscheduled premium
made while a loan is outstanding is to be applied as a loan
repayment. (Loan repayments, unlike unscheduled premiums, are
not subject to premium expense charges.) We will apply any
planned periodic premiums, and any unscheduled premiums without
notice, as premium payments. When a loan repayment is made,
account value in the loan account in an amount equivalent to the
repayment is transferred from the loan account to the
subdivisions and the guaranteed account. Thus, a loan repayment
will have no immediate effect on the account value, but other
policy values, such as the cash surrender value, will be
increased immediately by the amount of the loan repayment.
Amounts will be transferred to the subdivisions and the
guaranteed account in accordance with the owner's current net
premium allocation instructions.
If the death benefit becomes payable while a loan is
outstanding, the policy debt will be deducted in calculating the
death benefit proceeds.
If on a monthly date the cash value less any policy debt (the
cash surrender value) is less than the amount of the monthly
deduction due for the following policy month, the policy will be
in default. You, and any assignee of record, will be sent
notice of the default. You will have a 61-day grace period to
submit a sufficient payment to avoid termination of coverage
under the policy. The notice will specify the amount that must
be repaid to prevent termination.
Effect of Policy Loan. A loan, whether or not repaid, will have
a permanent effect on the death benefit and policy values
because the investment results of the subaccounts of the
separate account and current interest rates credited on account
value in the guaranteed account will apply only to the
non-loaned portion of the account value. The longer the loan is
outstanding, the greater the effect is likely to be. Depending
on the investment results of the subaccounts or credited
interest rates for the guaranteed account while the loan is
outstanding, the effect could be favorable or unfavorable.
Loans may increase the potential for lapse if investment results
of the subaccounts are less than anticipated. Also, loans
could, particularly if not repaid, make it more likely than
otherwise for a policy to terminate. Please consult your tax
adviser concerning the tax treatment of policy loans, and the
adverse tax consequences if a policy lapses with loans
outstanding. In addition, if your policy is a modified
endowment contract, loans may be currently taxable and subject
to a 10% penalty tax.
Surrendering the Policy for Cash Surrender Value
You may surrender your policy at any time for its cash surrender
value by submitting notice to the home office. Union Central
may require return of the policy. A surrender charge may apply.
See "Surrender Charge," page 21. A surrender request will be
processed as of the date your notice and all required documents
are received. Payment will generally be made within seven
calendar days. See "When Proceeds are Paid," page 38, and
"Transfers from the Guaranteed Account," page 18. The cash
surrender value may be taken in one lump sum or it may be
applied to a payment option acceptable to you and to us. See
"Payment Options," shown below. Your policy will terminate and
cease to be in force if it is surrendered. It cannot later be
reinstated. A surrender may result in adverse tax consequences,
and if your policy is a modified endowment contract, may also
trigger a 10% penalty tax. See "Tax Considerations," page 41.
Partial Cash Surrenders
You may make partial cash surrenders under your policy at any
time subject to the conditions below. You must submit notice to
the home office. Each partial cash surrender must be at least
$500. The partial surrender amount may not exceed the cash
surrender value. There is no fee or charge imposed on a partial
cash surrender. As of the date Union Central receives notice of
a partial cash surrender request, the cash value will be reduced
by the partial cash surrender amount.
Unless the owner requests that a partial cash surrender be
deducted from specified subdivisions, the partial cash surrender
amount will be deducted from your account value in the
subdivisions and in the guaranteed account pro-rata in
proportion to the account value in each.
If death benefit Option A is in effect, Union Central will
reduce the specified amount by the partial cash surrender
amount. Union Central may reject a partial cash surrender
request if the partial cash surrender would reduce the specified
amount below $50,000, or if the partial cash surrender would
cause the policy to fail to qualify as a life insurance contract
under applicable tax laws, as interpreted by Union Central.
Partial cash surrender requests will be processed as of the date
notice is received by us, and generally will be paid within
seven calendar days. See "When Proceeds Are Paid," page 38, and
"Transfers from the Guaranteed Account," page 18.
A partial cash surrender may result in adverse tax consequences,
and if your policy is a modified endowment contract, may also
trigger a 10% penalty tax. See "Tax Considerations," page 41.
EE-28
<PAGE>
Maturity Benefit
The maturity date is the insured's age 100. If the policy is
still in force on the maturity date, the maturity benefit will
be paid to you. The maturity benefit is equal to the cash
surrender value on the maturity date. The maturity date can be
extended. See "Maturity Extension Endorsement," page 40.
Payment Options
Surrender proceeds and death benefit proceeds under the policy
are generally payable in a lump sum. We may offer alternative
payment options. Owners or beneficiaries should contact Union
Central or their Union Central agent for information regarding
payment options that may be available at the time of payment.
ILLUSTRATIONS OF ACCOUNT VALUES, CASH SURRENDER VALUES,
DEATH BENEFITS AND ACCUMULATED PREMIUM PAYMENTS
---------------------------------------------------------------
We prepared the following tables to illustrate hypothetically
how certain values under a policy may change with investment
performance over an extended period of time. The tables
illustrate how account values, cash surrender values and death
benefits under a policy covering an insured of a given age on
the issue date, would vary over time if planned periodic
premiums were paid annually and the return on the assets in each
of the portfolios were an assumed uniform gross annual rate of
0%, 6% and 12%. The values would be different from those shown
if the returns averaged 0%, 6% or 12% but fluctuated over and
under those averages throughout the years shown. The tables
also show planned periodic premiums accumulated at 5% interest
compounded annually. THE HYPOTHETICAL INVESTMENT RATES OF
RETURN ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
Actual rates of return for a particular policy may be more or
less than the hypothetical investment rates of return and will
depend on a number of factors, including the investment
allocations made by an owner and prevailing rates. These
illustrations assume that net premiums are allocated equally
among the subdivisions available under the policy, and that no
amounts are allocated to the guaranteed account.
The illustrations reflect the fact that the net investment
return on the assets held in the subaccounts is lower than the
gross after-tax return of the selected portfolios. The tables
assume an average annual expense ratio of 0.768% of the average
daily net assets of the portfolios available under the policies.
This average annual expense ratio is based on a simple
arithmetic average of the actual expense ratios of each of the
portfolios for the last fiscal year. For information on the
portfolios' expenses, see the prospectuses for the portfolios
accompanying this Prospectus.
In addition, the illustrations reflect the daily charge to the
separate account for assuming mortality and expense risks, which
is equal on an annual basis to 0.75% during the first ten policy
years, and 0.25% thereafter. After deduction of portfolio
expenses and the mortality and expense risk charge, the
illustrated gross annual investment rates of return of 0%, 6%
and 12% would correspond to approximate net annual rates of
-1.507%, 4.403%, and 10.313%, respectively, during the first ten
policy years, and -1.013%, 4.926%, and 10.866%, respectively,
thereafter.
The illustrations also reflect the deduction of the applicable
premium expense charge, and the monthly deduction, including the
monthly cost of insurance charge for the hypothetical insured.
Union Central's current cost of insurance charges, and the
higher guaranteed maximum cost of insurance charges that Union
Central has the contractual right to charge, are reflected in
separate illustrations on each of the following pages. All the
illustrations reflect the fact that no charges for federal or
state income taxes are currently made against the separate
account and assume no policy debt or charges for supplemental
and/or rider benefits.
Certain of the illustrations reflect the choice of guideline
premium test or cash value accumulation test, and all of the
illustrations reflect the choice of allocating a portion of your
specified amount to the Accounting Benefit Rider and the Annual
Renewable Term Rider.
The illustrations are based on Union Central's sex distinct
preferred rates. Upon request, owner(s) will be furnished with
a comparable illustration based upon the proposed insured's
individual circumstances. Such illustrations may assume
different hypothetical rates of return than those illustrated in
the following tables.
EE-29
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,900 ANNUAL PREMIUM DEATH BENEFIT OPTION A
VARIABLE INVESTMENT USING CURRENT CHARGES GUIDELINE PREMIUM TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 300,000 300,000 300,000 4,010 4,271 4,533 3,117 3,378 3,639
2 10,763 300,000 300,000 300,000 7,843 8,611 9,410 6,949 7,717 8,517
3 16,551 300,000 300,000 300,000 11,483 13,004 14,653 10,589 12,111 13,759
4 22,628 300,000 300,000 300,000 14,956 17,479 20,325 14,062 16,586 19,431
5 29,010 300,000 300,000 300,000 18,262 22,039 26,471 17,369 21,145 25,578
6 35,710 300,000 300,000 300,000 21,445 26,729 33,189 20,641 25,925 32,384
7 42,746 300,000 300,000 300,000 24,507 31,557 40,539 23,792 30,843 39,824
8 50,133 300,000 300,000 300,000 27,433 36,515 48,575 26,807 35,890 47,950
9 57,889 300,000 300,000 300,000 30,271 41,658 57,423 29,735 41,122 56,887
10 66,034 300,000 300,000 300,000 33,019 46,991 67,168 32,572 46,544 66,721
11 74,586 300,000 300,000 300,000 36,149 53,090 78,611 35,792 52,732 78,253
12 83,565 300,000 300,000 300,000 39,229 59,488 91,330 38,961 59,220 91,062
13 92,993 300,000 300,000 300,000 42,269 66,212 105,480 42,091 66,033 105,301
14 102,893 300,000 300,000 300,000 45,277 73,287 121,234 45,188 73,198 121,145
15 113,287 300,000 300,000 300,000 48,255 80,736 138,780 48,255 80,736 138,780
20 173,596 300,000 300,000 317,385 60,266 122,162 260,152 60,266 122,162 260,152
25 250,567 300,000 300,000 538,223 68,011 173,834 463,986 68,011 173,834 463,986
30 348,804 300,000 300,000 859,287 69,826 240,520 803,072 69,826 240,520 803,072
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges, current cost of
insurance rates based on an allocation of specified amount as follows: $100,000
to base, $100,000 to the Accounting Benefit Rider, $100,000 to the Annual
Renewable Term Rider, a monthly administrative charge of $5.00 per month in
year 1 and $5.00 per month thereafter, the ABR specified amount charge, and
a mortality and expense risk charge of 0.75% of assets during the first ten
policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned periodic premium is paid at the beginning of each
policy year. Values would be different if the premiums are paid with a
different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%, 6%, and 12%
would correspond to approximate net annual rates of -1.507%, 4.403%, and 10.313%
respectively, during the first ten policy years, and -1.013%, 4.926%, and
10.866%.
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 and prevailing rates. The death
benefit and account value for a policy would be different from those shown
if the actual rates of return averaged 0%, 6%, or 12% over a period of years
but also fluctuated above or below those averages for individual policy
years. No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.
EE-30
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION A
VARIABLE INVESTMENT USING GUARANTEED CHARGES GUIDELINE PREMIUM TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 300,000 300,000 300,000 3,301 3,536 3,772 2,408 2,643 2,878
2 10,763 300,000 300,000 300,000 6,626 7,304 8,012 5,732 6,411 7,119
3 16,551 300,000 300,000 300,000 9,778 11,114 12,565 8,884 10,221 11,671
4 22,628 300,000 300,000 300,000 12,767 14,977 17,473 11,874 14,084 16,579
5 29,010 300,000 300,000 300,000 15,574 18,873 22,752 14,681 17,980 21,859
6 35,710 300,000 300,000 300,000 18,209 22,814 28,454 17,405 22,010 27,650
7 42,746 300,000 300,000 300,000 20,654 26,783 34,609 19,940 26,068 33,894
8 50,133 300,000 300,000 300,000 22,883 30,754 41,238 22,258 30,129 40,612
9 57,889 300,000 300,000 300,000 24,930 34,763 48,435 24,394 34,227 47,898
10 66,034 300,000 300,000 300,000 26,774 38,792 56,246 26,328 38,345 55,799
11 74,586 300,000 300,000 300,000 28,936 43,451 65,482 28,578 43,094 65,124
12 83,565 300,000 300,000 300,000 30,866 48,159 75,597 30,598 47,891 75,329
13 92,993 300,000 300,000 300,000 32,556 52,914 86,700 32,378 52,735 86,522
14 102,893 300,000 300,000 300,000 33,989 57,707 98,915 33,900 57,617 98,825
15 113,287 300,000 300,000 300,000 35,134 62,519 112,371 35,134 62,519 112,371
20 173,596 300,000 300,000 300,000 35,183 86,026 204,945 35,183 86,026 204,945
25 250,567 300,000 300,000 423,862 20,251 105,306 365,398 20,251 105,306 365,398
30 348,804 300,000 300,000 674,090 0 112,372 629,991 0 112,372 629,991
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges,
guaranteed cost of insurance rates based on an allocation of
specified amount as follows: $100,000 to base, $100,000 to the
Accounting Benefit Rider, $100,000 to the Annual Renewable Term
Rider, a monthly administrative charge of $25.00 per month in year 1
and $10.00 per month thereafter, the ABR specified amount charge, and
a mortality and expense risk charge of 0.75% of assets during the
first ten policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-31
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION B
VARIABLE INVESTMENT USING CURRENT CHARGES GUIDELINE PREMIUM TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 303,999 304,259 304,519 3,999 4,259 4,519 3,105 3,365 3,626
2 10,763 307,735 308,496 309,290 7,735 8,496 9,290 6,841 7,603 8,396
3 16,551 311,204 312,704 314,329 11,204 12,704 14,329 10,311 11,810 13,435
4 22,628 314,421 316,889 319,674 14,421 16,889 19,674 13,528 15,996 18,780
5 29,010 317,387 321,050 325,355 17,387 21,050 25,355 16,493 20,156 24,461
6 35,710 320,147 325,228 331,450 20,147 25,228 31,450 19,343 24,424 30,646
7 42,746 322,705 329,424 338,004 22,705 29,424 38,004 21,990 28,709 37,289
8 50,133 325,059 333,634 345,058 25,059 33,634 45,058 24,434 33,009 44,432
9 57,889 327,318 337,968 352,774 27,318 37,968 52,774 26,782 37,432 52,238
10 66,034 329,477 342,425 361,218 29,477 42,425 61,218 29,030 41,978 60,771
11 74,586 332,467 348,041 371,635 32,467 48,041 71,635 32,109 47,684 71,278
12 83,565 335,388 353,895 383,144 35,388 53,895 83,144 35,120 53,627 82,876
13 92,993 338,251 360,008 395,874 38,251 60,008 95,874 38,072 59,829 95,695
14 102,893 341,066 366,402 409,965 41,066 66,402 109,965 40,977 66,313 109,876
15 113,287 343,835 373,094 425,571 43,835 73,094 125,571 43,835 73,094 125,571
20 173,596 53,988 408,134 528,860 53,988 108,134 228,860 53,988 108,134 228,860
25 250,567 358,417 446,697 694,988 58,417 146,697 394,988 58,417 146,697 394,988
30 348,804 354,930 486,931 963,211 54,930 186,931 663,211 54,930 186,931 663,211
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges,
current cost of insurance rates based on an allocation of specified
amount as follows: $100,000 to base, $100,000 to the Accounting
Benefit Rider, $100,000 to the Annual Renewable Term Rider, a monthly
administrative charge of $5.00 per month in year 1 and $5.00 per
month thereafter, the ABR specified amount charge, and a mortality
and expense risk charge of 0.75% of assets during the first ten
policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-32
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION B
VARIABLE INVESTMENT USING GUARANTEED CHARGES GUIDELINE PREMIUM TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 303,288 303,522 303,757 3,288 3,522 3,757 2,394 2,628 2,863
2 10,763 306,515 307,187 307,889 6,515 7,187 7,889 5,621 6,294 6,995
3 16,551 309,497 310,811 312,238 9,497 10,811 12,238 8,604 9,918 11,344
4 22,628 312,232 314,386 316,820 12,232 14,386 16,820 11,338 13,492 15,927
5 29,010 314,699 317,884 321,634 14,699 17,884 21,634 13,805 16,990 20,741
6 35,710 316,908 321,308 326,710 16,908 21,308 26,710 16,103 20,504 25,905
7 42,746 318,841 324,633 332,051 18,841 24,633 32,051 18,126 23,918 31,336
8 50,133 320,480 327,831 337,661 20,480 27,831 37,661 19,855 27,206 37,036
9 57,889 321,920 330,989 343,664 21,920 30,989 43,664 21,384 30,453 43,128
10 66,034 323,134 334,076 350,070 23,134 34,076 50,070 22,687 33,630 49,623
11 74,586 325,096 338,154 358,113 25,096 38,154 58,113 24,739 37,797 57,756
12 83,565 326,787 342,174 366,764 26,787 42,174 66,764 26,519 41,906 66,496
13 92,993 328,195 346,117 376,072 28,195 46,117 76,072 28,017 45,938 75,893
14 102,893 329,301 349,957 386,085 29,301 49,957 86,085 29,211 49,867 85,996
15 113,287 330,069 353,650 396,840 30,069 53,650 96,840 30,069 53,650 96,840
20 173,596 327,409 367,939 463,041 27,409 67,939 163,041 27,409 67,939 163,041
25 250,567 308,838 367,686 552,818 8,838 67,686 252,818 8,838 67,686 252,818
30 348,804 264,279 336,540 68,037 0 36,540 368,037 0 36,540 368,037
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges,
guaranteed cost of insurance rates based on an allocation of
specified amount as follows: $100,000 to base, $100,000 to the
Accounting Benefit Rider, $100,000 to the Annual Renewable Term
Rider, a monthly administrative charge of $25.00 per month in year 1
and $10.00 per month thereafter, the ABR specified amount charge, and
a mortality and expense risk charge of 0.75% of assets during the
first ten policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-33
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION A
VARIABLE INVESTMENT USING CURRENT CHARGES CASH VALUE ACCUMULATION TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 300,000 300,000 300,000 4,010 4,271 4,533 3,117 3,378 3,639
2 10,763 300,000 300,000 300,000 7,843 8,611 9,410 6,949 7,717 8,517
3 16,551 300,000 300,000 300,000 11,483 13,004 14,653 10,589 12,111 13,759
4 22,628 300,000 300,000 300,000 14,956 17,479 20,325 14,062 16,586 19,431
5 29,010 300,000 300,000 300,000 18,262 22,039 26,471 17,369 21,145 25,578
6 35,710 300,000 300,000 300,000 21,445 26,729 33,189 20,641 25,925 32,384
7 42,746 300,000 300,000 300,000 24,507 31,557 40,539 23,792 30,843 39,824
8 50,133 300,000 300,000 300,000 27,433 36,515 48,575 26,807 35,890 47,950
9 57,889 300,000 300,000 300,000 30,271 41,658 57,423 29,735 41,122 56,887
10 66,034 300,000 300,000 300,000 33,019 46,991 67,168 32,572 46,544 66,721
11 74,586 300,000 300,000 300,000 36,149 53,090 78,611 35,792 52,732 78,253
12 83,565 300,000 300,000 300,000 39,229 59,488 91,330 38,961 59,220 91,062
13 92,993 300,000 300,000 300,000 42,269 66,212 105,477 42,091 66,033 105,298
14 102,893 300,000 300,000 300,000 45,277 73,287 121,221 45,188 73,198 121,132
15 113,287 300,000 300,000 300,000 48,255 80,736 138,748 48,255 80,736 138,748
20 173,596 300,000 300,000 449,086 60,266 122,158 257,265 60,266 122,158 257,265
25 250,567 300,000 300,000 694,109 68,011 173,696 448,487 68,011 173,696 448,487
30 348,804 300,000 333,538 1054,389 69,826 239,224 756,241 69,826 239,224 756,241
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges,
current cost of insurance rates based on an allocation of specified
amount as follows: $100,000 to base, $100,000 to the Accounting
Benefit Rider, $100,000 to the Annual Renewable Term Rider, a monthly
administrative charge of $5.00 per month in year 1 and $5.00 per
month thereafter, the ABR specified amount charge, and a mortality
and expense risk charge of 0.75% of assets during the first ten
policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-34
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION A
VARIABLE INVESTMENT USING GUARANTEED CHARGES CASH VALUE ACCUMULATION TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 300,000 300,000 300,000 3,301 3,536 3,772 2,408 2,643 2,878
2 10,763 300,000 300,000 300,000 6,626 7,304 8,012 5,732 6,411 7,119
3 16,551 300,000 300,000 300,000 9,778 11,114 12,565 8,884 10,221 11,671
4 22,628 300,000 300,000 300,000 12,767 14,977 17,473 11,874 14,084 16,579
5 29,010 300,000 300,000 300,000 15,574 18,873 22,752 14,681 17,980 21,859
6 35,710 300,000 300,000 300,000 18,209 22,814 28,454 17,405 22,010 27,650
7 42,746 300,000 300,000 300,000 20,654 26,783 34,609 19,940 26,068 33,894
8 50,133 300,000 300,000 300,000 22,883 30,754 41,238 22,258 30,129 40,612
9 57,889 300,000 300,000 300,000 24,930 34,763 48,435 24,394 34,227 47,898
10 66,034 300,000 300,000 300,000 26,774 38,792 56,246 26,328 38,345 5,799
11 74,586 300,000 300,000 300,000 28,936 43,451 65,482 28,578 43,094 65,124
12 83,565 300,000 300,000 300,000 30,866 48,159 75,597 30,598 47,891 75,329
13 92,993 300,000 300,000 300,000 32,556 52,914 86,700 32,378 52,735 86,522
14 102,893 300,000 300,000 300,000 33,989 57,707 98,915 33,900 57,617 98,826
15 113,287 300,000 300,000 300,000 35,134 62,519 112,390 35,134 62,519 112,390
20 173,596 300,000 300,000 357,160 35,183 86,026 204,603 35,183 86,026 204,603
25 250,567 300,000 300,000 536,462 20,251 105,306 346,626 20,251 105,306 346,626
30 348,804 300,000 300,000 776,173 0 112,372 556,696 0 112,372 556,696
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges,
guaranteed cost of insurance rates based on an allocation of
specified amount as follows: $100,000 to base, $100,000 to the
Accounting Benefit Rider, $100,000 to the Annual Renewable Term
Rider, a monthly administrative charge of $25.00 per month in year 1
and $10.00 per month thereafter, the ABR specified amount charge, and
a mortality and expense risk charge of 0.75% of assets during the
first ten policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-35
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION B
VARIABLE INVESTMENT USING CURRENT CHARGES CASH VALUE ACCUMULATION TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 303,999 304,259 304,519 3,999 4,259 4,519 3,105 3,365 3,626
2 10,763 307,735 308,496 309,290 7,735 8,496 9,290 6,841 7,603 8,396
3 16,551 311,204 312,704 314,329 11,204 12,704 14,329 10,311 11,810 13,435
4 22,628 314,421 316,889 319,674 14,421 16,889 19,674 13,528 15,996 18,780
5 29,010 317,387 321,050 325,355 17,387 21,050 25,355 16,493 20,156 24,461
6 35,710 320,147 325,228 331,450 20,147 25,228 31,450 19,343 24,424 30,646
7 42,746 322,705 329,424 338,004 22,705 29,424 38,004 21,990 28,709 37,289
8 50,133 325,059 333,634 345,058 25,059 33,634 45,058 24,434 33,009 44,432
9 57,889 327,318 337,968 352,774 27,318 37,968 52,774 26,782 37,432 52,238
10 66,034 329,477 342,425 361,218 29,477 42,425 61,218 29,030 41,978 60,771
11 74,586 332,467 348,041 371,635 32,467 48,041 71,635 32,109 47,684 71,278
12 83,565 335,388 353,895 383,144 35,388 53,895 83,144 35,120 53,627 82,876
13 92,993 338,251 360,008 395,874 38,251 60,008 95,874 38,072 59,829 95,695
14 102,893 341,066 366,402 409,965 41,066 66,402 109,965 40,977 66,313 109,876
15 113,287 343,835 373,094 425,571 43,835 73,094 125,571 43,835 73,094 125,571
20 173,596 353,988 408,134 528,860 53,988 108,134 228,860 53,988 108,134 228,860
25 250,567 358,417 446,697 694,983 58,417 146,697 394,983 58,417 146,697 394,983
30 348,804 354,930 486,931 963,039 54,930 186,931 663,039 54,930 186,931 663,039
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges,
current cost of insurance rates based on an allocation of specified
amount as follows: $100,000 to base, $100,000 to the Accounting
Benefit Rider, $100,000 to the Annual Renewable Term Rider, a monthly
administrative charge of $5.00 per month in year 1 and $5.00 per
month thereafter, the ABR specified amount charge, and a mortality
and expense risk charge of 0.75% of assets during the first ten
policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-36
<PAGE>
<TABLE>
<CAPTION>
THE UNION CENTRAL LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE
MALE ISSUE AGE: 45 EXECUTIVE EDGE $300,000 SPECIFIED AMOUNT
PREFERRED $5,000 ANNUAL PREMIUM DEATH BENEFIT OPTION B
VARIABLE INVESTMENT USING GUARANTEED CHARGES CASH VALUE ACCUMULATION TEST
CASH
DEATH BENEFIT ACCOUNT VALUE SURRENDER VALUE
-------------------- --------------------- --------------------
PREMIUMS Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
ACCUM. Gross Annual Gross Annual Gross Annual
AT 5% Investment Return of Investment Return of Investment Return of
END INTEREST -------------------- --------------------- --------------------
OF PER 0% 6% 12% 0% 6% 12% 0% 6% 12%
YEAR YEAR Gross Gross Gross Gross Gross Gross Gross Gross Gross
---- ---- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,250 303,288 303,522 303,757 3,288 3,522 3,757 2,394 2,628 2,863
2 10,763 306,515 307,187 307,889 6,515 7,187 7,889 5,621 6,294 6,995
3 16,551 309,497 310,811 312,238 9,497 10,811 12,238 8,604 9,918 11,344
4 22,628 312,232 314,386 316,820 12,232 14,386 16,820 11,338 13,492 15,927
5 29,010 314,699 317,884 321,634 14,699 17,884 21,634 13,805 16,990 20,741
6 35,710 316,908 321,308 326,710 16,908 21,308 26,710 16,103 20,504 25,905
7 42,746 318,841 324,633 332,051 18,841 24,633 32,051 18,126 23,918 31,336
8 50,133 320,480 327,831 337,661 20,480 27,831 37,661 19,855 27,206 37,036
9 57,889 321,920 330,989 343,664 21,920 30,989 43,664 21,384 30,453 43,128
10 66,034 323,134 334,076 350,070 23,134 34,076 50,070 22,687 33,630 49,623
11 74,586 325,096 338,154 358,113 25,096 38,154 58,113 24,739 37,797 57,756
12 83,565 326,787 342,174 366,764 26,787 42,174 66,764 26,519 41,906 66,496
13 92,993 328,195 346,117 376,072 28,195 46,117 76,072 28,017 45,938 75,893
14 102,893 329,301 349,957 386,085 29,301 49,957 86,085 29,211 49,867 85,996
15 113,287 330,069 353,650 396,840 30,069 53,650 96,840 30,069 53,650 96,840
20 173,596 327,409 367,939 463,041 27,409 67,939 163,041 27,409 67,939 163,041
25 250,567 308,838 367,686 552,818 8,838 67,686 252,818 8,838 67,686 252,818
30 348,804 264,279 336,540 668,037 0 36,540 368,037 0 36,540 368,037
</TABLE>
(1) Assumes that no policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges,
guaranteed cost of insurance rates based on an allocation of
specified amount as follows: $100,000 to base, $100,000 to the
Accounting Benefit Rider, $100,000 to the Annual Renewable Term
Rider, a monthly administrative charge of $25.00 per month in year 1
and $10.00 per month thereafter, the ABR specified amount charge, and
a mortality and expense risk charge of 0.75% of assets during the
first ten policy years, and 0.25% thereafter.
(3) Net investment returns are calculated as the hypothetical gross
investment returns less all charges and deductions shown in the
prospectus.
(4) Assumes that the planned periodic premium is paid at the
beginning of each policy year. Values would be different if the
premiums are paid with a different frequency or in different amounts.
(5) The illustrated gross annual investment rates of return of 0%,
6%, and 12% would correspond to approximate net annual rates of -
1.507%, 4.403%, and 10.313% respectively, during the first ten policy
years, and -1.013%, 4.926%, and 10.866%.
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 and prevailing rates. The death benefit and account value
for a policy would be different from those shown if the actual rates
of return averaged 0%, 6%, or 12% over a period of years but also
fluctuated above or below those averages for individual policy years.
No representation can be made by the company or the portfolios that
these hypothetical rates of return can be achieved for any one year
or sustained over any period of time.
EE-37
<PAGE>
OTHER POLICY BENEFITS AND PROVISIONS
---------------------------------------------------------------
Limits on Rights to Contest the Policy
Incontestability. Subject to state regulation, Union Central
will not contest the policy, or any supplemental and/or rider
benefits (except accidental death and/or disability benefits),
after the policy or rider has been in force during the insured's
lifetime for two years from the issue date or the effective date
of the rider, unless fraud is involved. Any increase in the
specified amount will be incontestable with respect to
statements made in the evidence of insurability for that
increase after the increase has been in force during the life of
the insured for two years after the effective date of the
increase.
Suicide Exclusion. Subject to state regulation, if the insured
dies by suicide within two years after the issue date, we will
not pay a death benefit. The policy will be terminated, and we
will return the premium payments made before death, less any
policy debt and any partial cash surrenders. If the insured
dies by suicide within two years after an increase in specified
amount that is subject to evidence of insurability, we will not
pay any death benefit attributable to the increase. In such
case, prior to calculating the death benefit, Union Central will
restore to the cash value the sum of the monthly cost of
insurance charges made for that increase.
Changes in the Policy or Benefits
Misstatement of Age or Sex. If the insured's age or sex has
been misstated in the application for the policy or in any
application for supplemental and/or rider benefits:
if the misstatement becomes known after the death of
the insured, then the death benefit under the policy or
such supplemental and/or rider benefits will be adjusted
to the correct amount (reflecting the correct age or sex)
for the monthly deduction made for the month in which
death occurred;
if the misstatement becomes known during the lifetime
of the insured, policy values will be adjusted to those
based on the correct monthly deductions (reflecting the
correct age or sex) since the policy date. If the
policy's values are insufficient to cover the monthly
deduction on the prior monthly date, the grace period
will be deemed to have begun on such date, and
notification will be sent to the owner at least 61 days
prior to the end of the grace period.
Other Changes. At any time Union Central may make such changes
in the policy as are necessary to assure compliance at all times
with the definition of life insurance prescribed by the Internal
Revenue Code or to make the policy conform with any law or
regulation issued by any government agency to which it is
subject.
When Proceeds Are Paid
Union Central will ordinarily pay any death benefit proceeds,
loan proceeds, partial cash surrender proceeds, or full
surrender proceeds within seven calendar days after receipt at
the home office of all the documents required for such a
payment. Other than the death benefit, which is determined as
of the date of death, the amount will be determined as of the
date of receipt of required documents. However, Union Central
may delay making a payment or processing a transfer request if
(1) the New York Stock Exchange is closed for other than a
regular holiday or weekend, trading on the New York Stock
Exchange is restricted by the SEC, or the SEC declares that an
emergency exists as a result of which the disposal or valuation
of separate account assets is not reasonably practicable; or (2)
the SEC by order permits postponement of payment to protect
Union Central's policy owners. See also "Payment Deferral from
the Guaranteed Account," page 18.
Reports to Policy Owners
Each year you will be sent a report at your last known address
showing, as of the end of the current report period: account
value; cash value; death benefit; amount of interest credited to
the guaranteed account; change in value of the variable account;
premiums paid since the last report; loans; partial cash
surrenders; expense charges; and cost of insurance charges since
the prior report; and any other information required by law.
You will also be sent an annual and a semi-annual report for
each portfolio underlying a subdivision to which you have
allocated account value, including a list of the securities held
in each portfolio, as required by the 1940 Act. In addition,
when you pay premium payments, or if you take out a loan,
transfer amounts or make partial cash surrenders, you will
receive a written confirmation of these transactions.
Assignment
The policy may be assigned in accordance with its terms. In
order for any assignment to be binding upon Union Central, it
must be in writing and filed at the home office. Once Union
Central has received a signed copy of the assignment, the
owner's rights and the interest of any beneficiary (or any other
person) will be subject to the assignment. Union Central
assumes no responsibility for the validity or sufficiency of any
assignment. An assignment is subject to any policy debt.
Assigning the policy may have tax consequences. You should
consult a tax adviser before assigning the policy.
EE-38
<PAGE>
Reinstatement
The policy may be reinstated within five years after lapse and
before the maturity date, subject to compliance with certain
conditions, including the payment of a necessary premium payment
and submission of satisfactory evidence of insurability. See
your policy for further information.
Supplemental and/or Rider Benefits
The following supplemental and/or rider benefits may be
available and added to your policy. Any monthly charges for
these benefits and/or riders will be deducted from your account
value as part of the monthly deduction (see page 19). The
supplemental and/or rider benefits available with the policies
provide fixed benefits that do not vary with the investment
experience of the separate account.
Term Insurance Rider for Other Insured Persons. Provides
a death benefit amount payable on the death of other
insured persons specified. The other insured death
benefit amount may be changed, subject to certain
conditions. In addition, the rider coverage may be
converted to a new policy on the other insured, subject
to certain conditions.
Scheduled Increase Option Rider for the Insured.
Provides for automatic increases in the specified
amount on each annual date, subject to the terms of
the rider; the amount of the increase is specified in
the rider. The rate class applicable to the scheduled
increases will be the rate class of the insured on the
issue date of the rider. There is no cost for this
rider.
Guaranteed Death Benefit Rider (No-Lapse Rider in
Maryland). Provides that the policy will remain in
force and will not lapse before the expiration date of
the rider shown on the schedule page of your contract,
provided that the sum of premium payments to date, less
any partial cash surrenders and any policy debt, equals
or exceeds the minimum monthly premium for the rider
times the number of policy months since the policy date.
The rider extends the minimum guaranteed period under
your policy from three years to thirty years or until
you are 65 years old, whichever occurs earlier. This
rider terminates on any monthly date when the sum of
premium payments, less any partial cash surrenders and
any policy debt, is less than the minimum monthly premium
for the rider multiplied by the number of policy months
since the policy date. Once terminated, this rider will
not be reinstated. This rider is not available for all
ages and rate classes, in all states, or under certain
circumstances where the Term Insurance Rider for Other
Insured Persons is also added to the policy.
Cost of Living Rider for the Insured. Provides for
automatic increases in the specified amount on each
annual date, subject to the terms of the rider; the
amount of the increase will be based on increases in
the Consumer Price Index, as specified in the rider.
The rate class applicable to the cost of living
increases will be the rate class of the insured on
the issue date of the rider. There is no cost for
this rider.
Guaranteed Insurability Option Rider. Provides the
right to increase the specified amount on each option
date by the benefit amount shown in the rider. No
evidence of insurability will be required. Option
dates are the annual dates nearest the insured's 25th,
28th, 31st, 34th, 37th, and 40th birthdays. Option
dates may be advanced in the event of the insured's
marriage or adoption of a child.
Accidental Death Benefit Rider. Provides an additional
death benefit payable if the insured's death results
from certain accidental causes. There is no cash value
for this benefit.
Total Disability Benefit Rider - Waiver of Monthly
Deduction. Provides for waiver of the monthly deduction
during the total disability of the insured.
Total Disability Benefit Rider - Policy Continuation to
Maturity Date Not Guaranteed. Provides for the crediting
to the policy as premium payments the monthly total
disability benefit set forth in the rider during the
total disability of the insured.
Children's Insurance Rider. Provides a death benefit
payable on the death of a child of the insured. More
than one child can be covered. There is no cash value
for this benefit.
Insurance Exchange Rider. Provides the right to exchange
the policy for a new policy on the life of a substitute
insured. Exercise of the right is subject to satisfactory
evidence of insurability of the substitute insured, and
may result in a cost or credit to the owner. The new
policy can be any adjustable life insurance policy issued
by Union Central at the time the exchange privilege is
exercised. The policy date for the new policy will
generally be the same as the policy date of the exchanged
policy; the issue date for the new policy will be the date
of exchange. The initial cash value under the new policy
will be the same as the cash value of the policy on the
date of the exchange. There is no cost for this rider,
and there are no charges or other fees imposed under the
policy or the new policy at the time of the exchange.
For purposes of calculating any surrender charges
subsequently imposed on the policy acquired by exchange,
EE-39
<PAGE>
we will take into account the number of policy years that
this policy, and the policy acquired by exchange, have
been in force. Exercise of this rider will result in a
taxable exchange.
Accelerated Benefits Rider. Provides for an accelerated
payment of up to 50% of the policy's death benefit (up
to a maximum benefit of $500,000). This advance payment
of the death benefit will be available if you are
diagnosed as terminally ill, as defined in the rider.
Certain charges will apply. Payment will be subject to
evidence satisfactory to Union Central. You should
consult your tax adviser before you request accelerated
payment.
Maturity Extension Endorsement. Provides the right,
within two years of the maturity date defined in your
policy, to extend the maturity date to either the date
of the insured's death or the date you request full
surrender of the policy, whichever occurs first. If you
exercise this extension option, the following will occur:
all other riders attached to your policy will terminate
on the original maturity date; after the maturity date
has been extended, the account value will continue to
vary based on investment experience and we will continue
to charge interest on policy loans, but we will no longer
accept new premium payments or deduct charges for cost
of insurance or monthly expenses. There is no cost for
this endorsement. The tax consequences associated with
continuing the policy beyond age 100 are unclear. A tax
adviser should be consulted.
ADDITIONAL RULES AND LIMITS APPLY TO THESE SUPPLEMENTAL AND/OR
RIDER BENEFITS. NOT ALL SUCH BENEFITS MAY BE AVAILABLE AT ANY
TIME AND IN ANY GIVEN STATE, AND SUPPLEMENTAL AND/OR RIDER
BENEFITS IN ADDITION TO THOSE LISTED ABOVE MAY BE MADE
AVAILABLE. PLEASE ASK YOUR UNION CENTRAL AGENT FOR FURTHER
INFORMATION, OR CONTACT THE HOME OFFICE.
Addition, Deletion or Substitution of Investments
Union Central reserves the right, subject to applicable law, to
make additions to, deletions from, or substitutions for the
shares that are held in the separate account or that the
separate account may purchase. If the shares of a portfolio are
no longer available for investment or if in Union Central's
judgment further investment in any portfolio should become
inappropriate in view of the purposes of the separate account,
Union Central may redeem the shares, if any, of that portfolio
and substitute shares of another registered open-end management
company or unit investment trust without owner consent. The
substituted portfolio may have different fees and expenses.
Substitution may be made with respect to existing investments or
the investment of future premium payments, or both. Union
Central will not substitute any shares attributable to a
policy's interest in the separate account without notice and
prior approval of the SEC and state insurance authorities, to
the extent required by the 1940 Act or other applicable law.
Union Central may close subaccounts to allocations of premium
payments or account value, or both, at any time its sole
discretion.
Union Central also reserves the right to establish additional
subaccounts of the separate account, each of which would invest
in shares corresponding to a new portfolio or in shares of
another investment company having a specific investment
objective. Subject to applicable law and any required SEC
approval, Union Central may in its sole discretion establish new
subaccounts or eliminate one or more subaccounts if marketing
needs, tax considerations or investment conditions warrant. Any
new subaccount may be made available to existing owner(s) on a
basis to be determined by Union Central.
If any of these substitutions or changes are made, Union Central
may by appropriate endorsement change the policy to reflect the
substitution or other change. If Union Central deems it to be
in the best interests of owner(s), and subject to any approvals
that may be required under applicable law, the separate account
may be operated as a management company under the 1940 Act, it
may be deregistered under that Act if registration is no longer
required, or it may be combined with other Union Central
separate accounts. Union Central reserves the right to make any
changes to the separate account required by the 1940 Act or
other applicable law or regulation.
Voting Rights
Union Central is the legal owner of shares held by the
subaccounts and as such has the right to vote on all matters
submitted to shareholders of the portfolios. However, as
required by law, Union Central will vote shares held in the
subaccounts at regular and special meetings of shareholders of
the portfolios in accordance with instructions received from
owners with account value in the subdivisions. Should the
applicable federal securities laws, regulations or
interpretations thereof change, Union Central may be permitted
to vote shares of the portfolios in its own right, and if so,
Union Central may elect to do so.
To obtain voting instructions from owners, before a meeting
owners will be sent voting instruction material, a voting
instruction form and any other related material. The number of
shares held by each subaccount for which an owner may give
voting instructions is currently determined by dividing the
portion of the owner's account value in the subdivision
corresponding to the subaccount by the net asset value of one
share of the applicable portfolio. Fractional votes will be
counted. The number of votes for which an owner may give
instructions will be determined as of the date coincident with
the date established by the fund for determining shareholders
eligible to vote at the relevant meeting of the fund. Shares
held by a subaccount for which no timely instructions are
received will be voted by Union Central in the same proportion
as those shares for which voting instructions are received.
EE-40
<PAGE>
Union Central may, if required by state insurance officials,
disregard owner voting instructions if such instructions would
require shares to be voted so as to cause a change in
sub-classification or investment objectives of one or more of
the portfolios, or to approve or disapprove an investment
advisory agreement. In addition, Union Central may under
certain circumstances disregard voting instructions that would
require changes in the investment advisory agreement or
investment adviser of one or more of the portfolios, provided
that Union Central reasonably disapproves of such changes in
accordance with applicable federal regulations. If Union
Central ever disregards voting instructions, owners will be
advised of that action and of the reasons for such action in the
next semiannual report. Finally, Union Central reserves the
right to modify the manner in which the weight to be given to
pass-through voting instructions is calculated when such a
change is necessary to comply with current federal regulations
or the current interpretation thereof.
Participating
The policy is issued on a participating basis, and as such is
eligible to share in Union Central's profits and surplus to the
extent determined by our Board of Directors in its sole
discretion. Union Central does not currently anticipate that
the policies will participate in profits or surplus in the
foreseeable future.
State Variations
Certain policy features, including the "free look," incontestability, and
suicide provisions, are subject to state variation. The owner should read
his or her policy carefully to determine whether any variations apply in the
state in which the policy is issued.
TAX CONSIDERATIONS
--------------------------------------------------------------
Introduction
The following summary provides a general description of the
Federal income tax considerations associated with the policy and
does not purport to be complete or to cover all tax situations.
This discussion is not intended as tax advice. Counsel or other
competent tax advisors should be consulted for more complete
information. This discussion is based upon our understanding of
the present Federal income tax laws. No representation is made
as to the likelihood of continuation of the present Federal
income tax laws or as to how they may be interpreted by the
Internal Revenue Service.
Tax Status of the Policy
In order to qualify as a life insurance contract for Federal
income tax purposes and to receive the tax treatment normally
accorded life insurance contracts under Federal tax law, a life
insurance policy must satisfy certain requirements which are set
forth in Internal Revenue Code Section 7702. Guidance as to how
these requirements are to be applied is limited with respect to
policies issued on a substandard basis. Nevertheless, we
believe it is reasonable to conclude that our policies satisfy
the applicable requirements. If it is subsequently determined
that a policy does not satisfy the applicable requirements, we
may take appropriate steps to bring the policy into compliance
with such requirements and we reserve the right to modify the
policy as necessary in order to do so.
Section 7702 provides that if one of two alternate tests is met,
a policy will be treated as a life insurance policy for federal
income tax purposes. These tests are referred to as the "cash
value accumulation test" and the "guideline premium test".
Under the cash value accumulation test, there is no limit to the
amount that may be paid in premiums as long as there is enough
death benefit in relation to account value at all times. The
death benefit at all times must be at least equal to an
actuarially determined factor, depending on the insured person's
age, sex, and premium class at any point in time, multiplied by
the account value. A table of the Cash Value Accumulation Test
factors can be found in Appendix B.
The guideline premium test provides for a maximum premium in
relation to the death benefit, and a minimum "corridor" of death
benefit in relation to account value. A table of the Guideline
Premium Test factors can also be found in Appendix B.
This policy allows the owner to choose, at the time of
application, which of these tests we will apply to the policy.
Your choice cannot be changed. Without regard to which test you
choose, we will at all times assure that the policy meets the
statutory definition which qualifies the policy as life
insurance for federal income tax purposes. In addition, as long
as the policy remains in force, increases in account value as a
result of interest or investment experience will not be subject
to federal income tax unless and until there is a distribution
from the policy, such as a partial withdrawal or loan.
In certain circumstances, owners of variable life insurance
policies have been considered for Federal income tax purposes to
be the owners of the assets of the variable account supporting
their contracts due to their ability to exercise investment
control over those assets. Where this is the case, the
policyowners have been currently taxed on income and gains
attributable to variable account assets. There is little
guidance in this area, and some features of the policy, such as
the flexibility of the owner to allocate premium payments and
EE-41
<PAGE>
account value, have not been explicitly addressed in published
rulings. While we believe that the policy does not give the
owner investment control over variable account assets, we
reserve the right to modify the policy as necessary to prevent
the owner from being treated as the owner of the variable
account assets supporting the policy.
In addition, the Code requires that the investments of the
subaccounts be "adequately diversified" in order for the policy
to be treated as a life insurance contract for Federal income
tax purposes. It is intended that the subaccounts, through the
portfolios, will satisfy these diversification requirements.
The following discussion assumes that the policy will qualify as
a life insurance contract for Federal income tax purposes.
Tax Treatment of Policy Benefits
In General. We believe that the death benefit under a policy
should be excludible from the gross income of the beneficiary.
Federal, state and local estate, inheritance, transfer, and
other tax consequences of ownership or receipt of policy
proceeds depend on the circumstances of each owner or
beneficiary. A tax adviser should be consulted on these
consequences.
Generally, the owner of a policy will not be deemed to be in
constructive receipt of the account value until there is a
distribution. When distributions from a policy occur, or when
loans are taken out from or secured by a policy, the tax
consequences depend on whether the policy is classified as a
"Modified Endowment Contract."
Modified Endowment Contracts. Under the Internal Revenue Code,
certain life insurance contracts are classified as "Modified
Endowment Contracts," with less favorable tax treatment than
other life insurance contracts. Due to the flexibility of the
policy as to premium payments and benefits, the individual
circumstances of each policy will determine whether it is
classified as a Modified Endowment Contract. The rules are too
complex to be summarized here, but generally depend on the
amount of premium payments made during the first seven policy
years. Certain changes in a policy after it is issued could
also cause it to be classified as a Modified Endowment Contract.
A current or prospective owner should consult with a competent
adviser to determine whether a policy transaction will cause the
policy to be classified as a Modified Endowment Contract.
Distributions Other Than Death Benefits from Modified Endowment
Contracts. Policies classified as Modified Endowment Contracts
are subject to the following tax rules:
(1) All distributions other than death benefits from a Modified
Endowment Contract, including distributions upon surrender
and withdrawals, will be treated first as distributions of
gain taxable as ordinary income and as tax-free recovery of
the owner's investment in the policy only after all gain has
been distributed.
(2) Loans taken from or secured by a policy classified as a
Modified Endowment Contract are treated as distributions and
taxed accordingly.
(3) A 10 percent additional income tax is imposed on the amount
subject to tax except where the distribution or loan is made
when the owner has attained age 59-1/2 or is disabled, or
where
the distribution is part of a series of substantially equal
periodic payments for the life (or life expectancy) of the
owner or the joint lives (or joint life expectancies) of the
owner and the owner's beneficiary or designated beneficiary.
If a policy becomes a modified endowment contract, distributions
that occur during the policy year will be taxed as distributions
from a modified endowment contract. In addition, distributions
from a policy within two years before it becomes a modified
endowment contract will be taxed in this manner. This means
that a distribution made from a policy that is not a modified
endowment contract could later become taxable as a distribution
from a modified endowment contract.
Distributions Other Than Death Benefits from Policies that are
not Modified Endowment Contracts. Distributions other than death
benefits from a policy that is not classified as a modified
endowment contract are generally treated first as a recovery of
the owner's investment in the policy and only after the recovery
of all investment in the policy as taxable income. However,
certain distributions which must be made in order to enable the
policy to continue to qualify as a life insurance contract for
Federal income tax purposes if policy benefits are reduced
during the first 15 policy years may be treated in whole or in
part as ordinary income subject to tax.
Loans from or secured by a policy that is not a Modified
Endowment Contract are generally not treated as distributions.
However, the tax consequences of a loan after the tenth policy
year are less clear and a tax adviser should be consulted about
such loans.
Finally, neither distributions from nor loans from or secured by
a policy that is not a Modified Endowment Contract are subject
to the 10 percent additional income tax.
Investment in the Policy. Your investment in the policy is
generally your aggregate premiums. When a distribution is taken
from the policy, your investment in the policy is reduced by the
amount of the distribution that is tax-free.
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<PAGE>
Policy Loans. In general, interest on a policy loan will not be
deductible. Before taking out a policy loan, you should consult
a tax adviser as to the tax consequences.
Multiple Policies. All Modified Endowment Contracts that are
issued by us (or our affiliates) to the same owner during any
calendar year are treated as one Modified Endowment Contract for
purposes of determining the amount includible in the owner's
income when a taxable distribution occurs.
Business Uses of the Policy. Businesses can use the policy in
various arrangements, including nonqualified deferred
compensation or salary continuance plans, split dollar insurance
plans, executive bonus plans, tax exempt and nonexempt welfare
benefit plans, retiree medical benefit plans and others. The
tax consequences of such plans may vary depending on the
particular facts and circumstances. If you are purchasing the
policy for any arrangement the value of which depends in part on
its tax consequences, you should consult a qualified tax
adviser. In recent years, moreover, Congress has adopted new
rules relating to life insurance owned by businesses. Any
business contemplating the purchase of a new policy or a change
in an existing policy should consult a tax adviser.
Possible Tax Law Changes. Although the likelihood of
legislative changes is uncertain, there is always the
possibility that the tax treatment of the policy could change by
legislation or otherwise. Consult a tax adviser with respect to
legislative developments and their effect on the policy.
Possible Charges for Union Central's Taxes
At the present time, Union Central makes no charge for any
Federal, state or local taxes (other than the charge for state
premium taxes) that may be attributable to the subaccounts or to
the policies. We reserve the right to charge the subaccounts
for any future taxes or economic burden we may incur.
OTHER INFORMATION ABOUT THE POLICIES AND UNION CENTRAL
---------------------------------------------------------------
Sale of the Policies
The policies will be offered to the public on a continuous
basis, but we reserve the right to discontinue the offering.
Applications for policies are solicited by agents who are
licensed by applicable state insurance authorities and appointed
by us to sell our variable life contracts and who are also
registered representatives of Carillon Investments, Inc.
("Carillon Investments") or of a broker-dealer that has entered
into a selling agreement with Carillon Investments. The address
of Carillon Investments, one of our wholly-owned subsidiaries,
is 1876 Waycross Road, Cincinnati, Ohio 45240. Carillon
Investments is an Ohio corporation, formed on November 9, 1983,
and qualified to do business in all fifty states. Carillon
Investments is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.
Carillon Investments acts as the principal underwriter (as
defined in the 1940 Act) for the separate account, pursuant to
an underwriting agreement between Union Central and Carillon
Investments. Carillon Investments is not obligated to sell any
specific number of policies. Selling agents may be paid a
maximum of 50% of planned periodic premiums attributed to the
base specified amount paid up to an amount equal to one "target
premium," plus 2% of any other first-year premiums. In
addition, selling agents may be paid a maximum of 15% of planned
periodic premiums attributed to the ABR specified amount paid up
to an amount equal to one "target premium". A "target premium"
is an amount of premium based on the insured's age at issue,
sex, rate class, specified amount, and supplemental and/or rider
benefits. ART specified amount does not have planned periodic
premiums attributable to it. Selling agents may also receive
service fees in policy years after the first, additional
compensation based on persistency or other policy-related
factors, as well as non-cash compensation. We may also
compensate sales managers.
Carillon Investments will receive the 12b-1 fees assessed
against shares of the Templeton International Securities Fund
Class 2 portfolio attributable to the policies as compensation
for providing certain services.
Union Central Directors and Executive Officers
See Appendix A for a list of the names, ages, addresses and
principal occupations of Union Central's directors and executive
officers.
State Regulation
Union Central is subject to regulation by the Department of
Insurance of the State of Ohio, which periodically examines the
financial condition and operations of Union Central. Union
Central is also subject to the insurance laws and regulations of
all jurisdictions where it does business. The policy described
in this prospectus has been filed with and, where required,
approved by, insurance officials in those jurisdictions where it
is sold.
EE-43
<PAGE>
Union Central is required to submit annual statements of
operations, including financial statements, to the insurance
departments of the various jurisdictions where it does business
to determine solvency and compliance with applicable insurance
laws and regulations.
Additional Information
A registration statement under the Securities Act of 1933 has
been filed with the SEC relating to the offering described in
this prospectus. This prospectus does not include all the
information set forth in the registration statement. The
omitted information may be obtained at the SEC's principal
office in Washington, D.C. by paying the SEC's prescribed fees.
Experts
The financial statements of Carillon Life Account at December
31, 1999 and 1998 and for the years then ended, and of The Union
Central Life Insurance Company at December 31, 1999 and 1998 and
for the years then ended, appearing in this Prospectus and
Registration Statement, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement,
and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
Other financial statements included herein are unaudited.
Actuarial Matters
Actuarial matters included in this prospectus have been examined
by Kristal E. Hambrick, FSA, MAAA, of Union Central, whose
opinion is filed as an exhibit to the Registration Statement.
Litigation
No litigation is pending that would have a material effect upon
the separate account.
Legal Matters
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided
advice on certain matters relating to the federal securities
laws.
Financial Statements
The financial statements of the separate account and of Union
Central appear on the pages following the appendices. The
financial statements of Union Central should be distinguished
from financial statements of the separate account and should be
considered only as bearing upon Union Central's ability to meet
its obligations under the policies.
EE-44
<PAGE>
APPENDIX A
--------------------------------------------------------------
UNION CENTRAL DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name and Principal Positions with Depositor
Business Address* and Background
------------------ ------------------------
<C> <C>
James M. Anderson Director, Union Central; President and CEO,
3333 Burnet Avenue Children's Hospital Medical Center; prior to
Cincinnati, Ohio 45219 1996, Secretary, Access Corporation
V. Anderson Coombe Director, Union Central; Chairman of the Board,
2503 Spring Grove Avenue The Wm. Powell Company
Cincinnati, Ohio 45214
William A. Friedlander Director, Union Central; Chairman, Bartlett &
36 East Fourth Street Co.
Cincinnati, Ohio 45202
John H. Jacobs* Director, President and Chief Operating Officer,
Union Central
William G. Kagler Director, Union Central; former Chairman of
18 Hampton Court the Board, Swallen's, Inc.; prior to November,
Cincinnati, Ohio 45208 1995,various executive positions with Skyline
Chili, Inc.
Lawrence A. Leser Director, Union Central; Chairman,
312 Walnut Street The E. W. Scripps Company; prior to August,
Cincinnati, Ohio 45202 1994, President and CEO, The E.W. Scripps
Company
Francis V. Mastrianna, Ph.D. Director, Union Central; Dean, College of
Slippery Rock University Information Science and Business
Slippery Rock, PA 16057 Administration, Slippery Rock University of
Pennsylvania
Mary D. Nelson, FSA Director, Union Central; President, Nelson and
105 West Fourth Street Company
Cincinnati, Ohio 45202
Thomas E. Petry Director, Union Central; Former Chairman of
250 East Fifth Street the Board and CEO, Eagle-Picher Industries,
Suite 500 Inc.
Cincinnati, Ohio 45202
Larry R. Pike* Chairman and Chief Executive Officer, Union
Central
Myrtis H. Powell, Ph.D. Director, Union Central; Vice President of
Miami University Student Affairs, Miami University
113 Warfield Hall
Oxford, Ohio 45056
Dudley S. Taft Director, Union Central; President, Taft
312 Walnut Street Broadcasting Company
Suite 3550
Cincinnati, Ohio 45202
John M. Tew, Jr., M.D. Director, Union Central; Professor and
506 Oak Street Chairman, Department of Neurosurgery,
Cincinnati, Ohio 45219 University of Cincinnati Medical Center, and
Member, Mayfield Clinic
Stephen R. Hatcher* Executive Vice President and Chief Financial
Officer, Union Central
Dale D. Johnson* Senior Vice President, Union Central
Gerald A. Lockwood* Senior Vice President and Corporate Actuary,
Union Central
David F. Westerbeck* Senior Vice President, General Counsel and
Secretary, Union Central
</TABLE>
__________
* The principal business address of the person designated
is 1876 Waycross Road, Cincinnati, Ohio 45240.
EE-45
<PAGE>
<TABLE>
<CAPTION>
APPENDIX B
-----------------------------------------------------------------------------
TABLE OF APPLICABLE PERCENTAGES
FOR GUIDELINE PREMIUM TEST
Attained Attained Attained Attained
Age Percentage Age Percentage Age Percentage Age Percentage
<S> <C> <S> <C> <S> <C> <S> <C>
0-40 250% 50 185% 60 130% 70 115%
41 243% 51 178% 61 128% 71 113%
42 236% 52 171% 62 126% 72 111%
43 229% 53 164% 63 124% 73 109%
44 222% 54 157% 64 122% 74 107%
45 215% 55 150% 65 120% 75-90 105%
46 209% 56 146% 66 119% 91 104%
47 203% 57 142% 67 118% 92 103%
48 197% 58 138% 68 117% 93 102%
49 191% 59 134% 69 116% 94 101%
95+ 100%
</TABLE>
<TABLE>
<CAPTION>
TABLE OF CASH VALUE ACCUMULATION TEST FACTORS
Attained Male Male Female Female Unisex Unisex
Age Smoker Nonsmoker Smoker Nonsmoker Smoker Nonsmoker
<S> <C> <C> <C> <C> <C> <C>
0 10.31 12.33 12.91 14.40 10.94 12.69
1 10.30 12.43 12.84 14.39 10.93 12.78
2 10.00 12.10 12.47 14.00 10.62 12.44
3 9.70 11.76 12.11 13.60 10.30 12.09
4 9.41 11.43 11.74 13.21 9.98 11.74
5 9.12 11.10 11.38 12.82 9.68 11.40
6 8.83 10.76 11.03 12.43 9.37 11.06
7 8.55 10.44 10.68 12.05 9.07 10.72
8 8.27 10.11 10.34 11.68 8.78 10.39
9 7.99 9.79 10.01 11.32 8.49 10.06
10 7.73 9.47 9.68 10.96 8.20 9.73
11 7.46 9.16 9.36 10.61 7.93 9.42
12 7.21 8.86 9.05 10.26 7.66 9.11
13 6.97 8.58 8.76 9.93 7.40 8.82
14 6.74 8.31 8.47 9.62 7.16 8.54
15 6.52 8.06 8.19 9.31 6.93 8.28
16 6.33 7.82 7.93 9.01 6.72 8.03
17 6.15 7.59 7.67 8.73 6.52 7.79
18 5.97 7.37 7.43 8.45 6.33 7.56
19 5.80 7.16 7.19 8.18 6.15 7.34
20 5.64 6.95 6.96 7.92 5.97 7.13
21 5.48 6.75 6.74 7.67 5.80 6.92
22 5.32 6.55 6.53 7.42 5.63 6.71
23 5.17 6.36 6.32 7.18 5.47 6.51
24 5.02 6.17 6.11 6.95 5.30 6.31
25 4.87 5.98 5.91 6.73 5.14 6.11
26 4.72 5.79 5.72 6.51 4.98 5.92
27 4.57 5.60 5.54 6.30 4.83 5.73
28 4.43 5.42 5.36 6.09 4.67 5.55
29 4.29 5.25 5.18 5.89 4.53 5.37
30 4.15 5.08 5.01 5.70 4.38 5.19
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
31 4.01 4.91 4.85 5.51 4.24 5.02
32 3.88 4.75 4.69 5.33 4.10 4.85
33 3.76 4.59 4.54 5.15 3.97 4.69
34 3.64 4.44 4.39 4.98 3.84 4.54
35 3.52 4.29 4.25 4.81 3.72 4.39
36 3.41 4.15 4.11 4.65 3.60 4.24
37 3.30 4.01 3.98 4.50 3.48 4.10
38 3.19 3.88 3.85 4.35 3.37 3.96
39 3.09 3.75 3.73 4.21 3.26 3.83
40 2.99 3.63 3.61 4.07 3.16 3.71
41 2.90 3.51 3.50 3.94 3.06 3.59
42 2.81 3.39 3.39 3.81 2.97 3.47
43 2.73 3.28 3.29 3.69 2.88 3.36
44 2.65 3.18 3.19 3.57 2.79 3.25
45 2.57 3.07 3.10 3.46 2.71 3.14
46 2.49 2.98 3.00 3.35 2.63 3.04
47 2.42 2.88 2.92 3.25 2.56 2.95
48 2.35 2.79 2.83 3.15 2.48 2.86
49 2.29 2.70 2.75 3.05 2.41 2.77
50 2.22 2.62 2.67 2.95 2.35 2.68
51 2.16 2.54 2.60 2.86 2.28 2.60
52 2.10 2.46 2.53 2.78 2.22 2.52
53 2.05 2.39 2.46 2.69 2.16 2.44
54 1.99 2.31 2.39 2.61 2.10 2.37
55 1.94 2.24 2.33 2.53 2.05 2.30
56 1.89 2.18 2.26 2.46 2.00 2.23
57 1.85 2.12 2.20 2.39 1.95 2.17
58 1.80 2.06 2.15 2.32 1.90 2.10
59 1.76 2.00 2.09 2.25 1.86 2.04
60 1.72 1.94 2.04 2.18 1.82 1.99
61 1.68 1.89 1.98 2.12 1.77 1.93
62 1.65 1.84 1.93 2.06 1.73 1.88
63 1.61 1.79 1.88 2.00 1.70 1.83
64 1.58 1.75 1.83 1.94 1.66 1.78
65 1.55 1.70 1.79 1.89 1.63 1.74
66 1.52 1.66 1.74 1.84 1.59 1.69
67 1.49 1.62 1.70 1.79 1.56 1.65
68 1.46 1.58 1.66 1.74 1.53 1.61
69 1.43 1.55 1.63 1.70 1.50 1.58
70 1.41 1.51 1.59 1.65 1.48 1.54
71 1.39 1.48 1.55 1.61 1.45 1.51
72 1.36 1.45 1.52 1.57 1.43 1.48
73 1.34 1.42 1.48 1.53 1.40 1.45
74 1.32 1.39 1.45 1.50 1.38 1.42
75 1.30 1.37 1.42 1.46 1.36 1.39
76 1.29 1.34 1.39 1.43 1.34 1.36
77 1.27 1.32 1.37 1.40 1.32 1.34
78 1.25 1.30 1.34 1.37 1.31 1.32
79 1.24 1.28 1.32 1.35 1.29 1.30
80 1.23 1.26 1.30 1.32 1.27 1.28
81 1.21 1.24 1.28 1.30 1.26 1.26
82 1.20 1.23 1.26 1.27 1.24 1.24
83 1.19 1.21 1.24 1.25 1.23 1.22
84 1.18 1.20 1.22 1.23 1.22 1.21
85 1.17 1.18 1.20 1.21 1.20 1.19
</TABLE>
EE-47
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
86 1.16 1.17 1.19 1.20 1.19 1.18
87 1.15 1.16 1.18 1.18 1.18 1.17
88 1.14 1.15 1.16 1.17 1.17 1.15
89 1.13 1.14 1.15 1.15 1.16 1.14
90 1.12 1.13 1.14 1.14 1.15 1.13
91 1.12 1.12 1.13 1.13 1.14 1.12
92 1.11 1.11 1.11 1.11 1.13 1.11
93 1.10 1.10 1.10 1.10 1.12 1.10
94 1.09 1.09 1.09 1.09 1.11 1.09
95 1.07 1.07 1.08 1.08 1.10 1.08
96 1.06 1.06 1.06 1.06 1.08 1.06
97 1.05 1.05 1.05 1.05 1.07 1.05
98 1.03 1.03 1.03 1.03 1.05 1.03
99 1.02 1.02 1.02 1.02 1.04 1.02
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
APPENDIX C
ENHANCED DEATH BENEFIT OPTION TABLES
Nine Year Corridor-Guideline Premium Test
ATTAINED ATTAINED
AGE PERCENTAGE AGE PERCENTAGE
<S> <C> <S> <C>
41 243.00% 71 113.00%
42 236.00 72 111.00
43 229.00 73 109.00
44 222.00 74 107.00
45 215.00 75 105.00
46 209.00 76 105.00
47 203.00 77 105.00
48 197.00 78 105.00
49 191.00 79 105.00
50 185.00 80 105.00
51 178.00 81 109.20
52 171.00 82 113.40
53 164.00 83 117.60
54 157.00 84 121.80
55 150.00 85 126.00
56 146.00 86 121.80
57 142.00 87 117.60
58 138.00 88 113.40
59 134.00 89 109.20
60 130.00 90 105.00
61 128.00 91 104.00
62 126.00 92 103.00
63 124.00 93 102.00
64 122.00 94 101.00
65 120.00 95 and over 100.00
66 119.00
67 118.00
68 117.00
69 116.00
70 115.00
</TABLE>
EE-49
<PAGE>
<TABLE>
<CAPTION>
Fifteen year corridor-Guideline Premium Test
ATTAINED ATTAINED
AGE PERCENTAGE AGE PERCENTAGE
<C> <C> <C> <C>
41 243.00% 71 113.00%
42 236.00 72 111.00
43 229.00 73 109.00
44 222.00 74 107.00
45 215.00 75 105.00
46 209.00 76 105.00
47 203.00 77 105.00
48 197.00 78 107.63
49 191.00 79 110.25
50 185.00 80 112.88
51 178.00 81 115.50
52 171.00 82 118.13
53 164.00 83 120.75
54 157.00 84 123.38
55 150.00 85 126.00
56 146.00 86 123.38
57 142.00 87 120.75
58 138.00 88 118.13
59 134.00 89 115.50
60 130.00 90 112.88
61 128.00 91 109.20
62 126.00 92 105.58
63 124.00 93 102.00
64 122.00 94 101.00
65 120.00 95 and over 100.00
66 119.00
67 118.00
68 117.00
69 116.00
70 115.00
</TABLE>
EE-50
<PAGE>
<TABLE>
<CAPTION>
Nine Year Corridor-Cash Value Accumulation Test
Attained Male Male Female Female Unisex Unisex
Age Smoker Nonsmoker Smoker Nonsmoker Smoker Nonsmoker
<S> <C> <C> <C> <C> <C> <C>
0 10.31 12.33 12.91 14.40 10.94 12.69
1 10.30 12.43 12.84 14.39 10.93 12.78
2 10.00 12.10 12.47 14.00 10.62 12.44
3 9.70 11.76 12.11 13.60 10.30 12.09
4 9.41 11.43 11.74 13.21 9.98 11.74
5 9.12 11.10 11.38 12.82 9.68 11.40
6 8.83 10.76 11.03 12.43 9.37 11.06
7 8.55 10.44 10.68 12.05 9.07 10.72
8 8.27 10.11 10.34 11.68 8.78 10.39
9 7.99 9.79 10.01 11.32 8.49 10.06
10 7.73 9.47 9.68 10.96 8.20 9.73
11 7.46 9.16 9.36 10.61 7.93 9.42
12 7.21 8.86 9.05 10.26 7.66 9.11
13 6.97 8.58 8.76 9.93 7.40 8.82
14 6.74 8.31 8.47 9.62 7.16 8.54
15 6.52 8.06 8.19 9.31 6.93 8.28
16 6.33 7.82 7.93 9.01 6.72 8.03
17 6.15 7.59 7.67 8.73 6.52 7.79
18 5.97 7.37 7.43 8.45 6.33 7.56
19 5.80 7.16 7.19 8.18 6.15 7.34
20 5.64 6.95 6.96 7.92 5.97 7.13
21 5.48 6.75 6.74 7.67 5.80 6.92
22 5.32 6.55 6.53 7.42 5.63 6.71
23 5.17 6.36 6.32 7.18 5.47 6.51
24 5.02 6.17 6.11 6.95 5.30 6.31
25 4.87 5.98 5.91 6.73 5.14 6.11
26 4.72 5.79 5.72 6.51 4.98 5.92
27 4.57 5.60 5.54 6.30 4.83 5.73
28 4.43 5.42 5.36 6.09 4.67 5.55
29 4.29 5.25 5.18 5.89 4.53 5.37
30 4.15 5.08 5.01 5.70 4.38 5.19
31 4.01 4.91 4.85 5.51 4.24 5.02
32 3.88 4.75 4.69 5.33 4.10 4.85
33 3.76 4.59 4.54 5.15 3.97 4.69
34 3.64 4.44 4.39 4.98 3.84 4.54
35 3.52 4.29 4.25 4.81 3.72 4.39
36 3.41 4.15 4.11 4.65 3.60 4.24
37 3.30 4.01 3.98 4.50 3.48 4.10
38 3.19 3.88 3.85 4.35 3.37 3.96
39 3.09 3.75 3.73 4.21 3.26 3.83
40 2.99 3.63 3.61 4.07 3.16 3.71
41 2.90 3.51 3.50 3.94 3.06 3.59
42 2.81 3.39 3.39 3.81 2.97 3.47
43 2.73 3.28 3.29 3.69 2.88 3.36
44 2.65 3.18 3.19 3.57 2.79 3.25
45 2.57 3.07 3.10 3.46 2.71 3.14
46 2.49 2.98 3.00 3.35 2.63 3.04
47 2.42 2.88 2.92 3.25 2.56 2.95
48 2.35 2.79 2.83 3.15 2.48 2.86
49 2.29 2.70 2.75 3.05 2.41 2.77
</TABLE>
EE-51
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
50 2.22 2.62 2.67 2.95 2.35 2.68
51 2.16 2.54 2.60 2.86 2.28 2.60
52 2.10 2.46 2.53 2.78 2.22 2.52
53 2.05 2.39 2.46 2.69 2.16 2.44
54 1.99 2.31 2.39 2.61 2.10 2.37
55 1.94 2.24 2.33 2.53 2.05 2.30
56 1.89 2.18 2.26 2.46 2.00 2.23
57 1.85 2.12 2.20 2.39 1.95 2.17
58 1.80 2.06 2.15 2.32 1.90 2.10
59 1.76 2.00 2.09 2.25 1.86 2.04
60 1.72 1.94 2.04 2.18 1.82 1.99
61 1.68 1.89 1.98 2.12 1.77 1.93
62 1.65 1.84 1.93 2.06 1.73 1.88
63 1.61 1.79 1.88 2.00 1.70 1.83
64 1.58 1.75 1.83 1.94 1.66 1.78
65 1.55 1.70 1.79 1.89 1.63 1.74
66 1.52 1.66 1.74 1.84 1.59 1.69
67 1.49 1.62 1.70 1.79 1.56 1.65
68 1.46 1.58 1.66 1.74 1.53 1.61
69 1.43 1.55 1.63 1.70 1.50 1.58
70 1.41 1.51 1.59 1.65 1.48 1.54
71 1.39 1.48 1.55 1.61 1.45 1.51
72 1.36 1.45 1.52 1.57 1.43 1.48
73 1.34 1.42 1.48 1.53 1.40 1.45
74 1.32 1.39 1.45 1.50 1.38 1.42
75 1.30 1.37 1.42 1.46 1.36 1.39
76 1.29 1.34 1.39 1.43 1.34 1.36
77 1.27 1.32 1.37 1.40 1.32 1.34
78 1.25 1.30 1.34 1.37 1.31 1.32
79 1.24 1.28 1.32 1.35 1.29 1.30
80 1.23 1.26 1.30 1.32 1.27 1.28
81 1.26 1.29 1.33 1.35 1.31 1.31
82 1.30 1.33 1.36 1.38 1.34 1.34
83 1.33 1.36 1.39 1.40 1.38 1.37
84 1.37 1.39 1.42 1.43 1.41 1.40
85 1.40 1.42 1.45 1.46 1.45 1.43
86 1.34 1.36 1.38 1.39 1.38 1.37
87 1.29 1.30 1.32 1.32 1.32 1.31
88 1.23 1.24 1.26 1.26 1.27 1.25
89 1.18 1.18 1.20 1.20 1.21 1.19
90 1.12 1.13 1.14 1.14 1.15 1.13
91 1.12 1.12 1.13 1.13 1.14 1.12
92 1.11 1.11 1.11 1.11 1.13 1.11
93 1.10 1.10 1.10 1.10 1.12 1.10
94 1.09 1.09 1.09 1.09 1.11 1.09
95 1.07 1.07 1.08 1.08 1.10 1.08
96 1.06 1.06 1.06 1.06 1.08 1.06
97 1.05 1.05 1.05 1.05 1.07 1.05
98 1.03 1.03 1.03 1.03 1.05 1.03
99 1.02 1.02 1.02 1.02 1.04 1.02
EE-52
<CAPTION>
Fifteen Year Corridor-Cash Value Accumulation Test
Attained Male Male Female Female Unisex Unisex
Age Smoker Nonsmoker Smoker Nonsmoker Smoker Nonsmoker
<S> <C> <C> <C> <C> <C> <C>
0 10.31 12.33 12.91 14.40 10.94 12.69
1 10.30 12.43 12.84 14.39 10.93 12.78
2 10.00 12.10 12.47 14.00 10.62 12.44
3 9.70 11.76 12.11 13.60 10.30 12.09
4 9.41 11.43 11.74 13.21 9.98 11.74
5 9.12 11.10 11.38 12.82 9.68 11.40
6 8.83 10.76 11.03 12.43 9.37 11.06
7 8.55 10.44 10.68 12.05 9.07 10.72
8 8.27 10.11 10.34 11.68 8.78 10.39
9 7.99 9.79 10.01 11.32 8.49 10.06
10 7.73 9.47 9.68 10.96 8.20 9.73
11 7.46 9.16 9.36 10.61 7.93 9.42
12 7.21 8.86 9.05 10.26 7.66 9.11
13 6.97 8.58 8.76 9.93 7.40 8.82
14 6.74 8.31 8.47 9.62 7.16 8.54
15 6.52 8.06 8.19 9.31 6.93 8.28
16 6.33 7.82 7.93 9.01 6.72 8.03
17 6.15 7.59 7.67 8.73 6.52 7.79
18 5.97 7.37 7.43 8.45 6.33 7.56
19 5.80 7.16 7.19 8.18 6.15 7.34
20 5.64 6.95 6.96 7.92 5.97 7.13
21 5.48 6.75 6.74 7.67 5.80 6.92
22 5.32 6.55 6.53 7.42 5.63 6.71
23 5.17 6.36 6.32 7.18 5.47 6.51
24 5.02 6.17 6.11 6.95 5.30 6.31
25 4.87 5.98 5.91 6.73 5.14 6.11
26 4.72 5.79 5.72 6.51 4.98 5.92
27 4.57 5.60 5.54 6.30 4.83 5.73
28 4.43 5.42 5.36 6.09 4.67 5.55
29 4.29 5.25 5.18 5.89 4.53 5.37
30 4.15 5.08 5.01 5.70 4.38 5.19
31 4.01 4.91 4.85 5.51 4.24 5.02
32 3.88 4.75 4.69 5.33 4.10 4.85
33 3.76 4.59 4.54 5.15 3.97 4.69
34 3.64 4.44 4.39 4.98 3.84 4.54
35 3.52 4.29 4.25 4.81 3.72 4.39
36 3.41 4.15 4.11 4.65 3.60 4.24
37 3.30 4.01 3.98 4.50 3.48 4.10
38 3.19 3.88 3.85 4.35 3.37 3.96
39 3.09 3.75 3.73 4.21 3.26 3.83
40 2.99 3.63 3.61 4.07 3.16 3.71
41 2.90 3.51 3.50 3.94 3.06 3.59
42 2.81 3.39 3.39 3.81 2.97 3.47
43 2.73 3.28 3.29 3.69 2.88 3.36
44 2.65 3.18 3.19 3.57 2.79 3.25
45 2.57 3.07 3.10 3.46 2.71 3.14
46 2.49 2.98 3.00 3.35 2.63 3.04
47 2.42 2.88 2.92 3.25 2.56 2.95
48 2.35 2.79 2.83 3.15 2.48 2.86
49 2.29 2.70 2.75 3.05 2.41 2.77
50 2.22 2.62 2.67 2.95 2.35 2.68
51 2.16 2.54 2.60 2.86 2.28 2.60
52 2.10 2.46 2.53 2.78 2.22 2.52
</TABLE>
EE-53
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
53 2.05 2.39 2.46 2.69 2.16 2.44
54 1.99 2.31 2.39 2.61 2.10 2.37
55 1.94 2.24 2.33 2.53 2.05 2.30
56 1.89 2.18 2.26 2.46 2.00 2.23
57 1.85 2.12 2.20 2.39 1.95 2.17
58 1.80 2.06 2.15 2.32 1.90 2.10
59 1.76 2.00 2.09 2.25 1.86 2.04
60 1.72 1.94 2.04 2.18 1.82 1.99
61 1.68 1.89 1.98 2.12 1.77 1.93
62 1.65 1.84 1.93 2.06 1.73 1.88
63 1.61 1.79 1.88 2.00 1.70 1.83
64 1.58 1.75 1.83 1.94 1.66 1.78
65 1.55 1.70 1.79 1.89 1.63 1.74
66 1.52 1.66 1.74 1.84 1.59 1.69
67 1.49 1.62 1.70 1.79 1.56 1.65
68 1.46 1.58 1.66 1.74 1.53 1.61
69 1.43 1.55 1.63 1.70 1.50 1.58
70 1.41 1.51 1.59 1.65 1.48 1.54
71 1.39 1.48 1.55 1.61 1.45 1.51
72 1.36 1.45 1.52 1.57 1.43 1.48
73 1.34 1.42 1.48 1.53 1.40 1.45
74 1.32 1.39 1.45 1.50 1.38 1.42
75 1.30 1.37 1.42 1.46 1.36 1.39
76 1.29 1.34 1.39 1.43 1.34 1.36
77 1.27 1.32 1.37 1.40 1.32 1.34
78 1.29 1.33 1.38 1.41 1.34 1.35
79 1.30 1.35 1.39 1.41 1.35 1.36
80 1.32 1.36 1.40 1.42 1.37 1.37
81 1.33 1.37 1.40 1.43 1.38 1.38
82 1.35 1.38 1.41 1.43 1.40 1.39
83 1.37 1.39 1.42 1.44 1.41 1.41
84 1.38 1.41 1.43 1.45 1.43 1.42
85 1.40 1.42 1.45 1.46 1.45 1.43
86 1.36 1.38 1.40 1.41 1.40 1.38
87 1.32 1.33 1.35 1.36 1.36 1.34
88 1.28 1.29 1.31 1.31 1.32 1.30
89 1.25 1.25 1.26 1.27 1.28 1.26
90 1.21 1.21 1.22 1.23 1.24 1.22
91 1.17 1.17 1.18 1.18 1.20 1.18
92 1.13 1.14 1.14 1.14 1.16 1.14
93 1.10 1.10 1.10 1.10 1.12 1.10
94 1.09 1.09 1.09 1.09 1.11 1.09
95 1.07 1.07 1.08 1.08 1.10 1.08
96 1.06 1.06 1.06 1.06 1.08 1.06
97 1.05 1.05 1.05 1.05 1.07 1.05
98 1.03 1.03 1.03 1.03 1.05 1.03
99 1.02 1.02 1.02 1.02 1.04 1.02
</TABLE>
EE-54
<PAGE>
<PAGE>
<PAGE>
CARILLON LIFE ACCOUNT
FINANCIAL STATEMENTS
PERIOD ENDED MARCH 31, 2000
(Unaudited)
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
(unaudited)
<TABLE>
<CAPTION>
Scudder Variable Life
Carillon Fund, Inc. Investment Fund
(affiliated issuers) (unaffiliated issuers)
------------------------------------------------------- ----------------------------------
Balanced S&P 500 S&P MidCap Money
Equity Index Bond Index 400 Index Market Capital International
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ----------- ----------- ----------- ---------- ---------- ----------
<S> <S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in
securities of
unaffiliated
issuers, at fair
value (cost
$1,408,227;
$3,633,672;
$4,006,943) $1,408,227 $4,661,953 $3,133,686
Investments in
shares of
Carillon Fund, Inc.
at fair value
(cost $1,775,206;
$279,827; $735,234;
$11,543,334; $83,614) $1,647,284 $302,559 $699,475 $13,977,815 $89,232
---------- ---------- ----------- ----------- ----------- ---------- ---------- ----------
Total Invested 1,647,284 302,559 699,475 13,977,815 89,232 1,408,227 4,661,953 3,133,686
OTHER ASSETS
& (LIABILITIES) (47,454) (14,943) 242 81,602 161 33,128 67,058 50,119
---------- ---------- ----------- ----------- ----------- ---------- ---------- ----------
NET ASSETS
(Contract Owners' $1,599,830 $287,616 $699,717 $14,059,417 $89,393 $1,441,355 $4,729,011 ---
========== ========== =========== =========== =========== ========== ========== ==========
Accumulation units 123,967.51 26,379.18 56,873.54 586,807.52 6,851.93 120,085.14 183,722.91 ---
Accumulation unit value $12.90524 $10.90314 $12.30303 $23.95916 $13.04644 $12.00278 $25.73991 $21.25894
</TABLE>
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES (cont.)
March 31, 2000
(unaudited)
<TABLE>
<CAPTION>
AIM Variable Templeton Variable
MFS Variable Insurance Trust Insurance Fund, Inc. Products Series Fund
(unaffiliated issuers) (unaffiliated issuer) (unaffiliated issuer)
------------------------------------------ --------------------- ---------------------
Growth with High Emerging Total Capital
Income Income Growth Return Appreciation International
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in securities
of unaffiliated issuers,
at fair value (cost
$4,006,943; $597,534;
$3,281,525; $9,981;
$1,424,434; $926,146) $4,514,499 $589,606 $5,458,575 $10,532 $1,972,257 $937,876
---------- ---------- ---------- ---------- ---------- ----------
Total Invested Assets 4,514,499 589,606 5,458,575 10,532 1,972,257 937,876
---------- ---------- ---------- ---------- ---------- ----------
OTHER ASSETS & (LIABILITIES) (13,563) 2,591 35,610 50 2,615 18,196
NET ASSETS
(Contract Owners' Equity) $4,500,936 $592,197 $5,494,185 $10,582 $1,974,872 $956,072
========== ========== ========== ========== ========== ==========
Accumulation units 232,062.56 48,905.67 172,559.92 1,018.50 129,119.54 66,367.08
Accumulation unit value $19.39535 $12.10896 $31.83929 $10.38944 $15.29492 $14.40582
</TABLE>
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENT OF OPERATIONS
Period Ended March 31, 2000
(unaudited)
<TABLE>
<CAPTION>
Scudder Variable Life
Carillon Fund, Inc. Investment Fund
(affiliated issuers) (unaffiliated issuers)
------------------------------------------------------- ----------------------------------
Balanced S&P 500 S&P MidCap Money
Equity Index Bond Index 400 Index Market Capital International
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend income $4,984 $3,362 $14,194 $112,932 $2,642 $14,534 --- ---
EXPENSES
Mortality and expense
risk charge 2,778 507 1,250 23,951 82 1,990 8,018 5,600
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NET INVESTMENT INCOME
(LOSS) 2,206 2,855 12,944 88,981 2,560 12,544 (8,018) (5,600)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
REALIZED AND UNREALIZED
GAIN(LOSS) ON INVESTMENTS
Net realized gain (loss) (64,857) 1,077 (1,446) 6,968 342 --- 11,549 6,402
Net unrealized
appreciation
(depreciation)
of investments 159,496 1,741 (2,077) 217,246 5,094 --- 142,979 (66,319)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENT 94,639 2,818 (3,523) 224,214 5,436 --- 154,528 (59,917)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NET INCREASE
(DECREASE) IN NET ASSETS
FROM OPERATIONS $96,845 $5,673 $9,421 $313,195 $7,996 $12,544 $146,510 ($65,517)
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CARILLON LIFE ACCOUNT
STATEMENT OF OPERATIONS (cont.)
Period Ended March 31, 2000
(unaudited)
AIM Variable Templeton Variable
MFS Variable Insurance Trust Insurance Fund, Inc. Products Series Fund
(unaffiliated issuers) (unaffiliated issuer) (unaffiliate issuer)
Growth with High Emerging Total Capital
Income Income Growth Return Appreciation International
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend income --- --- --- --- --- $79,765
EXPENSES
Mortality and
expense risk charge 7,846 1,106 9,195 55 3,243 1,694
---------- ---------- ---------- ---------- ---------- ----------
NET INVESTMENT INCOME
(LOSS) (7,846) (1,106) (9,195) (55) (3,243) 78,071
---------- ---------- ---------- ---------- ---------- ----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss)
on investments 31,884 (5,319) 7,459 (75) 2,182 127
Net unrealized
appreciation
(depreciation)
of investments 60,082 5,464 437,755 528 216,111 (82,484)
---------- ---------- ---------- ---------- ---------- ----------
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON INVESTMENT 91,966 145 445,214 453 218,293 (82,357)
---------- ---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS $84,120 ($961) $436,019 $398 $215,050 ($4,286)
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
CARILLON LIFE ACCOUNT
STATEMENT OF OPERATIONS
Period Ended March 31, 1999
(unaudited) Carillon Fund, Inc. Scudder Variable Life Investment Fund
(affiliated issuers) (unaffiliated issuers)
------------------------------------------- -------------------------------------
S&P 500 Money Capital
Equity Capital Bond Index Market Growth International
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend income $268,611 $1,851 $8,012 $62,283 $8,068 $2,735 ---
EXPENSES
Mortality and
expense risk charge 3,096 378 850 11,257 1,366 3,670 2,280
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET INVESTMENT INCOME
(LOSS) 265,515 1,473 7,162 51,026 6,702 (935) (2,280)
---------- ---------- ---------- ---------- ---------- ---------- ----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss)
on investments (20,874) (2,249) (1,427) 15,945 --- 5,014 4,467
Net unrealized
appreciation
(depreciation)
of investments (375,033) (5,490) (7,876) 213,390 --- 65,832 25,111
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET REALIZED ANDUNREALIZED
GAIN (LOSS) ON INVESTMENT (395,907) (7,739) (9,303) 229,335 --- 70,846 29,578
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS ($130,392) ($6,266) ($2,141) $280,361 $6,702 $69,911 $27,298
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CARILLON LIFE ACCOUNT
STATEMENT OF OPERATIONS (cont.)
Period Ended March 31, 1999
(unaudited) American Century Templeton Variable
MFS Variable Insurance Trust Variable Portfolios, Inc. Products Series Fund
(unaffiliated issuers) (unaffiliated issuer) (unaffiliate issuer)
------------------------------------ ------------------------- ---------------------
Growth with High Emerging Capital
Income Income Growth Appreciation International
Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend income --- --- --- --- $63,236
EXPENSES
Mortality and expense
risk charge 4,748 764 2,246 1,567 939
---------- ---------- ---------- ---------- ----------
NET INVESTMENT INCOME
(LOSS) (4,748) (764) (2,246) (1,567) 62,297
---------- ---------- ---------- ---------- ----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss)
on investments 1,773 52 532 (4,516) (7,546)
Net unrealized
appreciation
(depreciation)
of investments 23,816 19,501 39,645 27,643 (50,262)
---------- ---------- ---------- ---------- ----------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENT 25,589 19,553 40,177 23,127 (57,808)
---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS $20,841 $18,789 $37,931 $21,560 $4,489
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
Financial Statements
Carillon Life Account
December 31, 1999
<PAGE>
Report of Independent Auditors
===============================================================
To the Contract holders of Carillon Life
Account and the Board of Directors of
The Union Central Life Insurance Company
We have audited the accompanying statement of assets and liabilities of the
Carillon Life Account (comprised of the Carillon Fund, Inc.'s Equity,
Balanced Index, Bond, S&P MidCap 400 Index, and S&P 500 Index Subaccounts,
the Scudder Variable Life Investment Fund's Money Market, Capital Growth, and
International Subaccounts, MFS Variable Insurance Trust's Growth with Income,
High Income, Total Return, and Emerging Growth Subaccounts, the AIM Variable
Insurance Fund, Inc.'s Capital Appreciation Subaccount, and the Templeton
Variable Products Series Fund's International Subaccount) as of December 31,
1999, the related statement of operations for the year then ended and the
statements of changes in net assets for each of the two years in the period
then ended for the Carillon Fund, Inc.'s Equity, Bond, and S&P 500 Index
Subaccounts, the Scudder Variable Life Investment Fund's Money Market,
Capital Growth and International Subaccounts, MFS Variable Insurance Trust's
Growth with Income, High Income and Emerging Growth Subaccounts, the
Templeton Variable Products Series Fund's International Subaccount, the
related statement of operations and the statement of changes in net assets
for the period from October 22, 1999 to December 31, 1999 for the Carillon
Fund, Inc.'s Balanced Index and S&P MidCap 400 Index Subaccounts, MFS
Variable Insurance Trust's Total Return Subaccount, and the AIM Variable
Insurance Fund, Inc.'s Capital Appreciation Subaccount, and the related
statement of operations for the period January 1, 1999 to October 22, 1999
and the statement of changes in net assets for the year ended December 31,
1998 and the period January 1, 1999 to October 22, 1999 for the Carillon
Fund, Inc.'s Capital Subaccount and the American Century Variable Portfolio,
Inc.'s Capital Appreciation Subaccount. 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 auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities
owned as of December 31, 1999, by correspondence with the applicable transfer
agent. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting the Carillon Life Account at December 31, 1999, the
results of their operations for the year then ended and changes in net assets
for each of the two years in the period then ended or for the period October
22, 1999 to December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
/s/ Ernst & Young LLP
Cincinnati, Ohio
February 28, 2000
<TABLE>
<CAPTION>
CARILLON LIFE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
Carillon Fund, Inc.
(affiliated issuers)
------------------------------------------------------
S&P
Balanced S&P MidCap 400
Equity Index Bond 500 Index Index
Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Investments in
securities of
unaffiliated issuers,
at fair value (cost
$1,170,910; $3,168,689;
$2,031,711; $3,800,015;
$597,960; $2,568,856;
Investments in shares
of Carillon Fund, Inc.,
at fair value (cost
$1,866,210; $273.286;
$678,121; $10,284,167;
$10,992) $1,578,793 $294,276 $644,439 $12,501,402 $11,516
Total Invested Assets 1,578,793 294,276 644,439 12,501,402 11,516
OTHER ASSETS &
(LIABILITIES) (47,505) (16,763) (1,157) 114,214 22
NET ASSETS (Contract
Owners' Equity) $1,531,288 $277,513 $643,282 $12,615,616 $11,538
---------- --------- --------- ----------- -------
Accumulation units 126,103.11 25,915.97 53,005.63 536,981.82 993.87
Accumulation units value $12.14314 $10.70819 $12.13610 $23.49356 $11.60909
<CAPTION>
Scudder Variable Life
Investment Fund
(unaffiliated issuers)
------------------------------------------
Money Capital
Market Growth International
Subaccount Subaccount Subaccount
---------- ---------- ----------
<S> <C> <C> <C>
Investments in securities
of unaffiliated
issuers, at fair value
(cost $1,170,910;
$3,168,689; $2,031,711;
$3,800,015; $597,960;
$2,568,856; $1,867;
$1,179,010; $788,166) $1,170,910 $4,053,992 $2,821,562
Investments in shares of
Carillon Fund, Inc.,
at fair value (cost
$1,866,210; $273.286;
$678,121; $10,284,167;
$10,992)
Total Invested Assets $1,170,910 $4,053,992 $2,821,562
OTHER ASSETS & (LIABILITIES) 34,875 74,006 58,634
NET ASSETS (Contract
Owners' Equity) $1,205,785 $4,127,998 $2,880,196
Accumulation units 101,684.92 165,129.19 132,236.98
Accumulation units value $11.85806 $24.99859 $21.78057
<CAPTION>
MFS Variable
Insurance
Trust
(unaffiliated issuers)
----------------------------------------------
Growth High Emerging
with Income Income Growth Return
Subaccount Subaccount Subaccount Subaccount
----------- ---------- ---------- ---------- <S>
<C> <C> <C> <C>
Investments in securities
of unaffiliated
issuers, at fair value
(cost $1,170,910;
$3,168,689; $2,031,711;
$3,800,015; $597,960;
$2,568,856; $1,867;
$1,179,010; $788,166) $4,247,489 $584,568 $4,308,151 $1,890
Investments in shares of
Carillon Fund, Inc.,
at fair value (cost
$1,866,210; $273.286;
$678,121; $10,284,167;
$10,992)
Total Invested Assets $4,247,489 $584,568 $4,308,151 $1,890
OTHER ASSETS & (LIABILITIES) (9,169) 2,794 41,162 ---
NET ASSETS (Contract
Owners' Equity) $4,238,320 $587,362 $4,349,313 $1,890
Accumulation units 222,207.83 48,415.77 149,356.95 183.83
Accumulation units value $19.07368 $12.13162 $29.12026 $10.28147
<CAPTION>
AIM Variable Templeton Variable
Insurance Fund, Inc. Products Series Fund
(unaffiliated issuers) (unaffiliated issuers)
---------------------- --------------------
Capital
Appreciation International
Subaccount Subaccount
---------- ----------
<S> <C> <C>
Investments in securities
of unaffiliated
issuers, at fair value
(cost $1,170,910; $3,168,689;
$2,031,711; $3,800,015;
$597,960; $2,568,856;
$1,867; $1,179,010;
$788,166) 1,510,721 882,380
Investments in shares of
Carillon Fund, Inc.,
at fair value (cost $1,866,210;
$273.286; $678,121;
$10,284,167; $10,992)
Total Invested Assets 1,510,721 882,380
OTHER ASSETS & (LIABILITIES) 8,836 18,249
NET ASSETS
(Contract Owners' Equity) $1,519,557 $900,629
Accumulation units 112,933.63 62,146.55
Accumulation units value $13.45531 $14.49202
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999 (A)
CARILLON LIFE ACCOUNT
STATEMENT OF OPERATIONS
Carillon Fund, Inc.
(affiliated issuers)
--------------------------------------------------------------------
S&P
Balanced S&P MidCap
400
Equity Capital Index Bond 500 Index Index
Subaccount Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend income $276,325 $3,781 --- $33,849 $124,222 $21
EXPENSES
Mortality and expense
risk charge 8,381 1,333 17 1,803 63,203 6
NET INVESTMENT
INCOME (LOSS) 267,944 2,448 (17) 32,046 61,019 15
REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS
Net realized
gain (loss)
on investments (356,391) (9,540) 158 (18,786) 333,698 1
Net unrealized
appreciation
(depreciation)
of investments 108,837 --- 20,990 (24,327) 1,240,113 523
NET REALIZED AND
UNREALIZED
GAIN (LOSS)
ON INVESTMENTS (247,554) (9,540) 21,148 (43,113) 1,573,811 524
NET INCREASE
(DECREASE)
IN NET ASSETS FROM
OPERATIONS $20,390 $(7,092) $21,131 $(11,067) $1,634,830 $539
<CAPTION>
Scudder Variable Life
Investment Fund
(unaffiliated issuers)
------------------------------------------
Money Capital
Market Growth International
Subaccount Subaccount Subaccount
---------- ---------- ----------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend income $43,994 $230,475 $142,679
EXPENSES
Mortality and expense
risk charge 6,872 21,995 24,776
NET INVESTMENT
INCOME (LOSS) 37,122 208,480 117,903
REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS
Net realized
gain (loss)
on investments --- 99,554 47,426
Net unrealized
appreciation
(depreciation)
of investments --- 607,971 727,138
NET REALIZED AND
UNREALIZED
GAIN (LOSS)
ON INVESTMENTS --- 707,525 774,564
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS $37,122 $916,005 $892,467
<CAPTION>
MFS Variable
Insurance
Trust
(unaffiliated issuers)
----------------------------------------------
Growth High Emerging
with Income Income Growth Return
Subaccount Subaccount Subaccount Subaccount
----------- ---------- ---------- ---------- <S>
<C> <C> <C> <C>
INVESTMENT INCOME
Dividend income $21,006 $28,531 --- ---
EXPENSES
Mortality and expense
risk charge 7,324 197 30,313 ---
NET INVESTMENT
INCOME (LOSS) 13,682 28,334 (30,313) ---
REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS
Net realized
gain (loss)
on investments 154,899 (8,488) 134,478 ---
Net unrealized
appreciation
(depreciation)
of investments 51,814 4,084 1,560,781 23
NET REALIZED AND
UNREALIZED
GAIN (LOSS)
ON INVESTMENTS 206,713 (4,404) 1,695,259 23
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS $220,395 $23,930 $1,664,946 $23
<CAPTION>
American Templeton
Century AIM Variable Variable
Portfolios, Insurance Fund, Products Series
Inc. Inc. Fund
------------ --------------- ---------------
Capital Capital
Appreciation Appreciation International
Subaccount Subaccount Subaccount
------------ ------------ -------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend income --- $31,122 $63,237
EXPENSES
Mortality and
expense risk
charge 5,646 3,328 4,554
NET INVESTMENT
INCOME (LOSS) (5,646) 27,794 58,683
REALIZED AND
UNREALIZED
GAIN (LOSS)
ON INVESTMENTS
Net realized
gain (loss)
on investments 35,409 4,038 (7,986)
Net unrealized
appreciation
(depreciation)
of investments --- 331,712 92,058
NET REALIZED AND
UNREALIZED
GAIN (LOSS)
ON INVESTMENTS 135,409 335,750 84,072
NET INCREASE
(DECREASE)
IN NET ASSETS
FROM
OPERATIONS $129,763 $363,544 $142,755
</TABLE>
(A) Year ended December 31, 1999 for the Carillon Fund, Inc.'s
Equity, Bond, and S&P 500 Index Subaccounts, the Scudder
Variable Life Investment Fund's Money Market, Capital Growth,
and International Subaccounts, MFS Variable Insurance Trust's
Growth with Income, High Income, and Emerging Growth
Subaccounts, and the Templeton Variable Products Series Fund's
International Subaccount.
Period from October 22, 1999 to December 31, 1999 for the
Carillon Fund, Inc.'s Balanced Index and S&P MidCap 400 Index
Subaccounts, MFS Variable Insurance Trust's Total Return
Subaccount, and the AIM Variable Insurance Fund, Inc.'s Capital
Appreciation Subaccount.
Period from January 1, 1999 to October 22, 1999 for the Carillon
Fund, Inc.'s Capital Subaccount and the American Century
Variable Portfolios, Inc.'s Capital Appreciation Subaccount.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Carillon Fund, Inc.
Bond Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $32,046 $26,826
Net realized gain (loss) on investments (18,786) 1,508
Net unrealized depreciation of investments (24,327) (11,968)
-------- --------
Net increase (decrease) in net assets
resulting from operations (11,067) 16,366
-------- --------
EQUITY TRANSACTIONS
Contract purchase payments 285,434 117,035
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 245,577 330,813
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (282,138) (145,201)
Surrenders (43,945) (6,653)
-------- --------
Net proceeds from equity transactions 204,928 295,994
-------- --------
NET INCREASE IN NET ASSETS 193,861 312,360
NET ASSETS (Beginning of year) 449,421 137,061
-------- --------
NET ASSETS (End of year) $643,282 $449,421
======== ========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Carillon Fund, Inc.
Equity Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $267,944 $208,326
Net realized loss on investments (356,391) (7,857)
Net unrealized appreciation (depreciation)
of investments 108,837 (475,951)
---------- ----------
Net increase (decrease) in net assets
resulting from operations 20,390 (275,482)
---------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 660,557 757,917
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 177,155 527,933
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (991,073) (463,174)
Surrenders (51,749) (18,068)
---------- ----------
Net proceeds (withdrawals)
from equity transactions (205,110) 804,608
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS (184,720) 529,126
NET ASSETS (Beginning of year) 1,716,008 1,186,882
---------- ----------
NET ASSETS (End of year) $1,531,288 $1,716,008
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MFS Variable Insurance Trust
Emerging Growth Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment loss $(30,313) $ (146)
Net realized gain on investments 134,478 2,607
Net unrealized appreciation of investments 1,560,781 183,496
---------- ----------
Net increase in net assets resulting
from operations 1,664,946 185,957
---------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 995,340 309,922
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 1,203,759 526,772
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (556,685) (150,046)
Surrenders (30,556) (5,969)
---------- ----------
Net proceeds from equity transactions 1,611,858 680,679
---------- ----------
NET INCREASE IN NET ASSETS 3,276,804 866,636
NET ASSETS (Beginning of year) 1,072,509 205,873
---------- ----------
NET ASSETS (End of year) $4,349,313 $1,072,509
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MFS Variable Insurance Trust
Growth with Income Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income (loss) $13,682 $(11,388)
Net realized gain on investments 154,899 7,164
Net unrealized appreciation of investments 51,814 318,080
---------- ----------
Net increase in net assets resulting
from operations 220,395 313,856
---------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 1,505,108 828,591
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 1,206,837 850,023
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (997,197) (454,281)
Surrenders (76,259) (19,193)
---------- ----------
Net proceeds from equity transactions 1,638,489 1,205,140
---------- ----------
NET INCREASE IN NET ASSETS 1,858,884 1,518,996
NET ASSETS (Beginning of year) 2,379,436 860,440
---------- ----------
NET ASSETS (End of year) $4,238,320 $2,379,436
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MFS Variable Insurance Trust
High Income Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $28,334 $16,944
Net realized gain (loss) on investments (8,488) 910
Net unrealized appreciation (depreciation)
of investments 4,084 (25,221)
-------- --------
Net increase (decrease) in net assets
resulting from operations 23,930 (7,367)
-------- --------
EQUITY TRANSACTIONS
Contract purchase payments 216,829 140,444
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 94,797 202,109
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (116,379) (82,593)
Surrenders (11,269) (4,684)
-------- --------
Net proceeds from equity transactions 183,978 255,276
-------- --------
NET INCREASE IN NET ASSETS 207,908 247,909
NET ASSETS (Beginning of year) 379,454 131,545
-------- --------
NET ASSETS (End of year) $587,362 $379,454
======== ========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Scudder Variable Life Investment Fund
Money Market Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $37,122 $15,965
---------- ----------
Net increase in net assets resulting
from operations 37,122 15,965
---------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 5,800,168 3,170,692
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 683,556 248,631
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (5,871,123) (3,354,918)
Surrenders (42,557) (17,624)
---------- ----------
Net proceeds from equity transactions 570,044 46,781
---------- ----------
NET INCREASE IN NET ASSETS 607,166 62,746
NET ASSETS (Beginning of year) 598,619 535,873
---------- ----------
NET ASSETS (End of year) $1,205,785 $598,619
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Carillon Fund, Inc.
S&P 500 Index Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $61,019 $100,323
Net realized gain on investments 333,698 187,721
Net unrealized appreciation of investments 1,240,113 733,968
----------- ----------
Net increase in net assets resulting
from operations 1,634,830 1,022,012
----------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 4,143,314 2,070,371
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 3,455,784 1,058,473
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (1,921,022) (1,568,399)
Surrenders (174,541) (41,604)
----------- ----------
Net proceeds from equity transactions 5,503,535 1,518,841
----------- ----------
NET INCREASE IN NET ASSETS 7,138,365 2,540,853
NET ASSETS (Beginning of year) 5,477,251 2,936,398
----------- ----------
NET ASSETS (End of year) $12,615,616 $5,477,251
=========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION> Scudder Variable Life Investment Fund
Capital Growth Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $208,480 $48,003
Net realized gain on investments 99,554 28,543
Net unrealized appreciation of investments 607,971 185,265
---------- ----------
Net increase in net assets resulting
from operations 916,005 261,811
---------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 1,304,093 758,565
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 909,519 572,746
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (706,932) (434,241)
Surrenders (103,604) (25,144)
---------- ----------
Net proceeds from equity transactions 1,403,076 871,926
---------- ----------
NET INCREASE IN NET ASSETS 2,319,081 1,133,737
NET ASSETS (Beginning of year) 1,808,917 675,180
---------- ----------
NET ASSETS (End of year) $4,127,998 $1,808,917
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION> Scudder Variable Life Investment Fund
International Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $117,903 $91,452
Net realized gain on investments 47,426 4,157
Net unrealized appreciation of investments 727,138 38,361
---------- ----------
Net increase in net assets resulting
from operations 892,467 133,970
---------- ----------
EQUITY TRANSACTIONS
Contract purchase payments 768,038 495,334
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 643,433 207,840
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (552,932) (314,317)
Surrenders (31,226) (16,592)
---------- ----------
Net proceeds from equity transactions 827,313 372,265
---------- ----------
NET INCREASE IN NET ASSETS 1,719,780 506,235
NET ASSETS (Beginning of year) 1,160,416 654,181
---------- ----------
NET ASSETS (End of year) $2,880,196 $1,160,416
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Templeton Variable Products Series Fund
International Subaccount
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $58,683 $9,864
Net realized gain (loss) on investments (7,986) 538
Net unrealized appreciation on investments 92,058 3,770
-------- --------
Net increase in net assets resulting
from operations 142,755 14,172
-------- --------
EQUITY TRANSACTIONS
Contract purchase payments 330,231 254,306
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 215,307 188,403
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (268,809) (99,573)
Surrenders (3,913) (2,041)
-------- --------
Net proceeds from equity transactions 272,816 341,095
-------- --------
NET INCREASE IN NET ASSETS 415,571 355,267
NET ASSETS (Beginning of year) 485,058 129,791
-------- --------
NET ASSETS (End of year) $900,629 $485,058
======== ========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
==============================================================
DECEMBER 31, 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Carillon Life Account of The Union Central Life Insurance
Company (the Life Account) is a separate account registered
under the Investment Company Act of 1940, as amended, as a unit
investment trust. The Life Account was established on July 10,
1995 under Ohio law and by resolution of the Board of Directors
of The Union Central life Insurance Company (Union Central) and
commenced operations on December 29, 1995. The Life Account is
comprised of fourteen subaccounts, each of which invests in a
corresponding Portfolio of Carillon Fund, Inc., Scudder
Variable Life Investment Fund, MFS Variable Insurance Trust,
AIM Variable Insurance Fund, Inc., or Templeton Variable
Products Series Fund (the Funds). The Funds are no-load,
diversified, open-end management investment companies
registered under the Investment Company Act of 1940, as
amended. The shares of Carillon Fund, Inc. are sold only to
Union Central and its separate accounts to fund the benefits
under certain variable life policies and variable annuity
contracts. Carillon Investments, Inc. (the Distributor), a
broker-dealer registered under the Securities Exchange Act of
1934 and a wholly-owned subsidiary of Union Central, serves as
the distributor of variable life policies and variable annuity
contracts issued by Carillon Fund, Inc. The shares of Scudder
Variable Life Investment Fund, MFS Variable Insurance Trust,
AIM Variable Insurance Fund, Inc., and Templeton Variable
Products Series Fund, are available and are being marketed
exclusively as a pooled funding vehicle for life insurance
companies writing all types of variable life insurance policies
and variable annuity contracts. Scudder Investor Services,
Inc., a wholly-owned subsidiary of Scudder Stevens & Clark
Inc., serves as distributor of variable life insurance policies
and variable annuity contracts issued by Scudder Variable Life
Investment Fund. MFS Fund Distributors, Inc., a wholly-owned
subsidiary of Massachusetts Financial Services Company, serves
as distributor of shares issued by the MFS Variable Insurance
Trust. AIM Distributors, Inc. is the distributor of the shares
issued by AIM Variable Insurance Fund, Inc. Franklin Templeton
Distributors, Inc. serves as the distributor of variable
annuity and variable life insurance contracts issued by
Templeton Variable Products Series Fund.
On October 22, 1999, the Life Account began operations in the
Carillon Fund, Inc.'s Balanced Index and S&P MidCap 400 Index
Subaccounts, the MFS Variable Insurance Trust's Total Return
Subaccount, and the AIM Variable Insurance Fund, Inc.'s Capital
Appreciation Subaccount. On October 29, 1999, the Life Account
terminated the operations of the Carillon Funds, Inc.'s Capital
Subaccount (Capital Account) and the American Century Variable
Portfolios, Inc.'s Capital Appreciation Subaccount (American
Century Account). At the date of termination, all funds in the
Capital Account and the American Century Account were
transferred to the Carillon Funds, Inc.'s Balanced Index and
the AIM Variable Insurance Fund, Inc.'s Capital Appreciation
Subaccounts, respectively.
The assets of the Life Account are segregated from the other
assets of Union Central and the investment performance of the
Life Account is independent of the investment performance of
both Union Central's general assets and other separate
accounts.
Investment valuation - Assets of the Life Account are invested
in shares of the Funds at the net asset value of the Funds'
shares. Investments in the Funds' shares are subsequently
valued at the net asset value of the Funds' shares held.
Use of estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States 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. Estimates also affect
the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Securities transactions and investment income - Securities
transactions are recorded on the trade date (the date the order
to buy or sell is executed), and dividend income is recorded on
the ex-dividend date. Gains and losses on sales of the Funds'
shares are calculated on the first-in, first-out basis for
financial reporting and tax purposes. All dividends and
distributions from the Subaccount are reinvested in additional
shares of the respective Subaccount at the net asset value per
share.
Federal income taxes - The operations of the Life Account form
a part of and are taxed with the operations of Union Central.
Union Central is taxed as a life insurance company under
Subchapter L of the Internal Revenue Code. Under existing
federal income tax law, separate account investment income and
capital gains are not taxed to the extent they are applied to
increase reserves under a contract issued in connection with
the Life Account. Investment income and realized capital gains
and losses on assets of the Life Account are automatically
applied to increase or decrease reserves under the contract.
Accordingly, no provision for federal income taxes has been
made in these financial statements.
NOTE 2 - INVESTMENT IN AFFILIATED & NON-AFFILIATED FUNDS
The subaccounts of the Life Account held the following
investment in the corresponding Portfolios of Carillon Fund,
Inc., Scudder Variable Life Investment Fund, MFS Variable
Insurance Trust, and Templeton Variable Products Series Fund
as of December 31, 1999:
<TABLE>
<CAPTION>
Carillon Fund, Inc
----------------------------------------------------------
Balanced S&P 500 S&P MidCap
Equity Index Bond Index 400 Index
Subaccount Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value per share $ 12.62 $ 10.41 $ 10.36 $ 23.12 $ 11.04
Number of shares 125,102 28,269 62,205 540,718 1,043
<CAPTION>
Scudder Variable Life
Investment Fund
---------------------------------------
Money Capital
Market Growth International
Subaccount Subaccount Subaccount
---------- ---------- ------------
<S> <C> <C> <C>
Net asset value per share $ 1.00 $ 29.13 $ 20.34
Number of shares 1,170,910 139,169 138,720
<CAPTION>
MFS Variable Insurance Trust
-----------------------------------------------
Growth Emerging
with Income High Income Growth Total Return
Subaccount Subaccount Subaccount Subaccount
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net asset value per share $ 21.31 $ 11.49 $ 37.94 $ 17.75
Number of shares 199,319 50,876 113,552 107
<CAPTION>
AIM
-------
Capital
Appreciation
Subaccount
------------
<S> <C>
Net asset value per share $ 35.58
Number of shares 42,460
<CAPTION>
Templeton Variable Products Series Fund
---------------------------------------
International
Subaccount
----------
<S> <C>
Net asset value per share $ 22.13
Number of shares 39,873
</TABLE>
<PAGE>
NOTE 3 - ACCOUNT CHARGE
Mortality and expense risk charge - A mortality and expense
risk charge for Union Central at an annual rate of .75% of the
net assets during the first ten policy years and .25% of net
assets thereafter of the Life Account is determined daily. The
mortality risk Union Central assumes is that the insureds on
the policies may die sooner than anticipated and therefore
Union Central will pay an aggregate amount of death benefits
greater than anticipated. The expense risk assumed by Union
Central is that expenses incurred in issuing and administering
the policies and the separate account will exceed the amounts
realized from the administrative charges assessed against the
policies.
NOTE 4 - IMPACT OF YEAR 2000 (UNAUDITED)
Union Central has made a successful transition to the Year
2000. Union Central's computer systems and facilities are fully
operational and Union Central is prepared to continue to serve
its customers in the twenty-first century.
Union Central began preparations for the Year 2000 in 1996.
From 1996 to 2000, significant resources in both time and money
were allocated to the Year 2000 project. Union Central's
efforts included Year 2000 system modifications, future date
testing for virtually all of Union Central's computer systems,
Year 2000 readiness of Union Central's building systems (i.e.
heating, lighting, and security systems), and formal
communications with all significant vendors, suppliers and
business partners to determine their Year 2000 status.
The goal was to continue to meet Union Central's obligations to
its customers and business partners without interruption as
Union Central transitioned to the Year 2000. Union Central has
achieved that goal and is not aware of any Year 2000 problems
occurring in its computer systems or embedded systems.
Union Central is continuing to monitor all systems closely as
there is still the potential for Year 2000 related problems to
occur. Union Central is confident, however, that it will not
encounter any problems that have a material effect on its
ability to continue to provide service to its customers and
business partners.
NOTE 5- RELATED PARTY TRANSACTIONS
Investment advisory fees - The Portfolios within Carillon Fund,
Inc. (the CFI Funds) pay investment advisory fees to Carillon
Advisers, Inc. (the Adviser), under terms of an Investment
Advisory Agreement (the Agreement). Certain officers and
directors of the Adviser are affiliated with the CFI Funds.
The CFI Funds pay the Adviser, as full compensation for all
services and facilities furnished, a monthly fee computed
separately for each Portfolio on a daily basis, at an annual
rate, as follows:
(a) for the Equity Portfolio - .65% of the first
$50,000,000, .60% of the next $100,000,000, and
.50% of all over $150,000,000 of the current net
asset value.
(b) for the Bond Portfolio - .50% of the first
$50,000,000, .45% of the next $100,000,000, and
.40% of all over $150,000,000 of the current net
asset value.
(c) for the S&P 500 Index Portfolio - .30% of the
current net asset value.
(d) for the S&P MidCap 400 Index Portfolio - .30% of the
current net asset value.
(e) for the Balanced Index Portfolio - .30% of the
current net asset value.
The Agreement provides that if the total operating expenses of
the CFI Funds, exclusive of the advisory fee and certain other
expenses as described in the Agreement, for any fiscal quarter
exceed an annual rate of 1% of the average daily net assets of
the Equity or Bond Portfolios, the Adviser will reimburse the
CFI Funds for such excess, up to the amount of the advisory fee
for that year. The Adviser has agreed to pay any other
expenses of the S&P 500 Index Portfolio, the S&P MidCap 400
Index Portfolio, and the Balanced Index Portfolio, other than
the advisory fee for that Portfolio, to the extent that such
expenses exceed 0.30% of its average annual net assets. As a
result, for the period ended December 31, 1999, the adviser
reimbursed the S&P MidCap 400 Index Portfolio $12,912 and the
Balanced Index Portfolio $13,736.
In addition to providing investment advisory services, the
Adviser is responsible for providing certain administrative
functions to the CFI Funds. The Adviser has entered into an
Administration Agreement with the Distributor under which the
Distributor furnishes substantially all of such services for an
annual fee of .20% of the CFI Funds' average net assets for the
Equity and Bond Portfolios, and .05% of the CFI Funds' average
net assets for the S&P 500 Index Portfolio, the S&P MidCap 400
Index Portfolio, and the Balanced Index Portfolio. The fee is
borne by the Adviser, not the CFI Funds.
The Adviser is a wholly-owned subsidiary of Union Central.
NOTE 6 - SELECTED PER UNIT DATA
The following selected per unit data is computed on the
basis of an accumulation unit outstanding at December 31 (ratio
of expenses and total return are of the underlying funds):
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
CARILLON FUND, INC.
EQUITY SUBACCOUNT
Accumulation unit value $12.14 $11.99 $14.26
Number of accumulation units outstanding,
end of period 126,103.11 143,131.22 83,212.46
Ratio of expenses to average net assets 0.69% 0.62% 0.62%
Total return 2.05% -15.31% 20.56%
BALANCED INDEX SUBACCOUNT
Accumulation unit value $10.71<F1>
Number of accumulation units outstanding,
end of period 25,915.97
Ratio of expenses to average net assets 0.47%
Total return 5.31%
BOND SUBACCOUNT
Accumulation unit value $12.14 $12.37 $11.70
Number of accumulation units outstanding,
end of period 53,005.63 36,346.01 11,719.47
Ratio of expenses to average net assets 0.60% 0.58% 0.60%
Total return -1.11% 6.52% 11.02%
S&P 500 INDEX SUBACCOUNT
Accumulation unit value $23.49 $19.64 $15.39
Number of accumulation units outstanding,
end of period 536,981.82 278,881.06 190,744.45
Ratio of expenses to average net assets 0.39% 0.43% 0.50%
Total return 20.52% 28.54% 32.72%
S&P MIDCAP 400 INDEX SUBACCOUNT
Accumulation unit value $11.61<F2>
Number of accumulation units outstanding,
end of period 993.87
Ratio of expenses to average net assets 0.60%
Total return 11.14%
SCUDDER VARIABLE LIFE INVESTMENT FUND
MONEY MARKET SUBACCOUNT
Accumulation unit value $11.86 $11.38 $10.89
Number of accumulation units outstanding,
end of period 101,684.92 52,611.47 49,222.39
Ratio of expenses to average net assets 0.43% 0.44% 0.46%
Total return 4.99% 5.29% 5.25%
CAPITAL GROWTH SUBACCOUNT
Accumulation unit value $25.00 $18.62 $15.23
Number of accumulation units outstanding,
end of period 165,129.19 97,127.10 44,339.15
Ratio of expenses to average net assets 0.49% 0.50% 0.51%
Total return 35.23% 23.23% 35.76%
INTERNATIONAL SUBACCOUNT
Accumulation unit value $21.78 $14.20 $12.08
Number of accumulation units outstanding,
end of period 132,236.98 81,705.84 54,168.43
</TABLE>
<PAGE>
Consolidated Financial Statements
The Union Central Life
Insurance Company and Subsidiaries
Period ended March 31, 2000
(Unaudited)
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Period ended March 31, 2000
(unaudited)
CONTENTS
Page
Consolidated Balance Sheets - March 31, 2000 and
December 31, 1999 ...........................................1
Consolidated Statements of Income - Three Months Ended
March 31, 2000 and March 31, 1999 ...........................2
Consolidated Statements of Equity - Three Months Ended
March 31, 1999 and March 31, 2000 ...........................3
Consolidated Statements of Cash Flows - Three Months Ended
March 31, 2000 and March 31, 1999 ...........................4
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale at
fair value (amortized cost:
2000 - $2,530,438 and 1999 - $2,526,023) $2,415,128 $2,407,439
Equity securities available-for-sale at
fair value (cost: 2000 - $110,867
and 1999 - $82,269) 99,727 70,539
Cash and short-term investments 60,660 1,892
Other invested assets 44,613 42,666
Mortgage loans 734,075 726,753
Real estate 39,509 42,509
Policy loans 149,562 150,703
---------- ----------
Total investments 3,543,274 3,442,501
Accrued investment income 48,242 42,963
Deferred policy acquisition costs 445,952 432,401
Property, plant and equipment, at cost,
less accumulated depreciation
(2000 - $66,420 and 1999 - $64,069) 33,158 33,154
Federal income tax recoverable -- 5,720
Deferred federal income tax asset 6,148 5,877
Other assets 174,763 154,151
Separate account assets 2,010,705 1,919,566
---------- ----------
Total assets $6,262,242 $6,036,333
LIABILITIES AND EQUITY
Policy liabilities:
Future policy benefits $3,217,446 $3,210,466
Deposit funds 99,365 101,187
Policy and contract claims 31,067 31,163
Policyholders' dividends 11,962 12,275
---------- ----------
Total policy liabilities 3,359,840 3,355,091
Deferred revenue 99,574 101,477
Other liabilities 196,676 88,812
Federal income tax payable 11,173 --
Surplus notes payable 49,769 49,767
Separate account liabilities 2,007,988 1,916,954
---------- ----------
Total liabilities 5,725,020 5,512,101
EQUITY
Policyholders' equity 598,063 593,349
Accumulated other comprehensive loss (60,841) (69,117)
---------- ----------
Total equity 537,222 524,232
---------- ----------
Total liabilities and equity $6,262,242 $6,036,333
========== ==========
</TABLE>
1.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31,
2000 1999
-------- --------
<S> <C> <C>
REVENUE
Insurance revenue:
Traditional insurance premiums $ 35,272 $ 35,739
Universal life policy charges 17,391 21,702
Annuities 11,674 9,358
Net investment income 67,248 75,672
Net realized gains (losses) on investments (6,588) 2,559
Other 4,805 4,595
-------- --------
Total revenue 129,802 149,625
BENEFITS AND EXPENSES
Benefits 44,707 53,408
Decrease in reserves for future policy benefits (1,530) (1,618)
Interest expense:
Universal life 14,384 14,991
Investment products 19,846 21,225
Underwriting, acquisition and insurance expense 39,432 38,099
Policyholders' dividends 3,642 4,516
-------- --------
Total benefits and expenses 120,481 130,621
Income before federal income tax expense
and minority interest in subsidiary loss 9,321 19,004
Federal income tax expense 4,607 6,419
-------- --------
Income before minority interest in
subsidiary loss 4,714 12,585
Minority interest in subsidiary loss -- 933
-------- --------
Net Income $ 4,714 $ 13,518
======== ========
</TABLE>
2.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
Accumulated
Other
Comprehensive Policyholders'
Income (Loss) Equity Total
------------- -------------- -----------
<S> <C> <C> <C>
Balance at December 31, 1998 $ (5,424) $ 571,895 $ 566,471
Net income 13,518 13,518
Unrealized losses on securities,
net of tax and reclassification
adjustment (19,016) (19,016)
---------
Comprehensive loss (5,498)
-------- --------- ---------
Balance at March 31, 1999 $(24,440) $ 585,413 $ 560,973
======== ========= =========
Three Months Ended March 31, 2000
Balance at December 31, 1999 $(69,117) $ 593,349 $ 524,232
-------- --------- ---------
Net income 4,714 4,714
Unrealized gains on securities,
net of tax and reclassification
adjustment 8,276 8,276
---------
Comprehensive income 12,990
-------- --------- ---------
Balance at March 31, 2000 $(60,841) $ 598,063 $ 537,222
======== ========= =========
</TABLE>
3.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,714 $ 13,518
--------- ---------
Adjustments to net income not affecting cash:
Interest credited to universal life policies 14,384 14,991
Interest credited to interest sensitive products 19,846 21,225
Accrual of discounts on investments, net 390 555
Net realized (gains) losses on investments 6,588 (3,959)
Depreciation 2,351 858
Amortization of deferred policy acquisition costs 6,082 12,728
Amortization of deferred revenue (2,629) (3,588)
Deferred federal income tax benefit (4,726) (2,282)
Change in operating assets and liabilities:
Accrued investment income (5,279) (3,083)
Policy cost deferred (11,948) (11,690)
Revenue deferred 726 896
Policy liabilities (12,749) (33,170)
Payable for securities 93,981 1,882
Other liabilities (11,349) (4,348)
Other items, net (3,646) (970)
--------- ---------
Cash Provided by Operating Activities 96,736 3,563
--------- ---------
INVESTING ACTIVITIES
Costs of investments acquired (983,931) (757,398)
Proceeds from sale, maturity
or repayment of investments 963,492 684,138
Decrease in policy loans 1,141 3,794
Purchases of property and equipment, net (2,250) (1,883)
--------- ---------
Cash Used in Investing Activities (21,548) (71,349)
FINANCING ACTIVITIES
Receipts from universal life
and investment contracts 179,150 183,610
Withdrawals from universal life
and investment contracts (195,570) (169,473)
--------- ---------
Cash Provided (Used) by Financing Activities (16,420) 14,137
--------- ---------
Increase (decrease) in cash
and short term investments 58,768 (53,649)
--------- ---------
Cash and short term investments
at beginning of period 1,892 57,376
--------- ---------
Cash and short term investments at end of period $ 60,660 $ 3,727
--------- ---------
</TABLE>
4.
<PAGE>
Consolidated Financial Statements
The Union Central Life Insurance Company
and Subsidiaries
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 1999 and 1998
CONTENTS
Page
Report of Independent Auditors...............................1
Consolidated Balance Sheets..................................2
Consolidated Statements of Income............................3
Consolidated Statements of Equity............................4
Consolidated Statements of Cash Flows........................5
Notes to Consolidated Financial Statements ..................6
<PAGE>
Ernst & Young LLP 1300 Chiquita Center Phone: 513 621 6454
250 East Fifth Street
Cincinnati, Ohio 45202
Report of Independent Auditors
To the Board of Directors of
The Union Central Life Insurance Company
We have audited the accompanying consolidated balance sheets of
The Union Central Life Insurance Company and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated
statements of income, equity, and cash flows for the years 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 auditing standards
generally accepted in the United States. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of The Union Central Life Insurance Company and
subsidiaries at December 31, 1999, and 1998, and the consolidated
results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally
accepted in the United States.
/s/ Ernst & Young LLP
February 4, 2000
1.
<PAGE>
The Union Central Life Insurance Company and Subsidiaries
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
December 31,
1999 1998
-----------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale at fair
value (amortized cost: 1999 - $2,526,023
and 1998 - $2,637,815) $2,407,439 $2,674,832
Equity securities available-for-sale at fair
value (cost: 1999 - $82,269 and 1998 - $100,429) 70,539 82,269
Cash and short-term investments 1,892 57,376
Other invested assets 42,666 49,810
Mortgage loans 726,753 790,337
Real estate 42,509 43,205
Policy loans 150,703 201,958
---------- ----------
Total investments 3,442,501 3,899,787
Accrued investment income 42,963 46,857
Deferred policy acquisition costs 432,401 382,971
Property, plant and equipment, at cost,
less accumulated depreciation (1999 - $64,069
and 1998 - $60,201) 33,154 25,272
Federal income tax recoverable 5,720 6,415
Deferred federal income tax asset 5,877 --
Other assets 154,151 101,735
Separate account assets 1,919,566 1,530,755
---------- ----------
Total assets $6,036,333 $5,993,792
========== ==========
LIABILITIES AND EQUITY
Policy liabilities:
Future policy benefits $3,210,466 $3,411,158
Deposit funds 101,187 131,225
Policy and contract claims 31,163 34,499
Policyholders' dividends 12,275 37,192
---------- ----------
Total policy liabilities 3,355,091 3,614,074
Deferred revenue 101,477 101,823
Other liabilities 88,812 84,792
Deferred federal income tax liability -- 15,744
Surplus notes payable 49,767 49,758
Separate account liabilities 1,916,954 1,524,810
---------- ----------
Total liabilities 5,512,101 5,391,001
MINORITY INTEREST IN SUBSIDIARY'S EQUITY -- 36,320
EQUITY
Policyholders' equity 593,349 571,895
Accumulated other comprehensive loss (69,117) (5,424)
---------- ----------
Total equity 524,232 566,471
---------- ----------
Total liabilities and equity $6,036,333 $5,993,792
========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
2.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
<TABLE>
<CAPTION>
December 31,
1999 1998
-----------------
<S> <C> <C>
REVENUE
Insurance revenue:
Traditional insurance premiums $149,343 $138,358
Universal life policy charges 61,907 82,729
Annuities 43,540 43,778
Net investment income 277,382 307,839
Net realized losses on investments (20,256) (12,535)
Other 17,665 8,999
-------- --------
Total revenue 529,581 569,168
BENEFITS AND EXPENSES
Benefits 168,288 188,217
Increase in reserves for future policy benefits 7,307 1,791
Interest expense:
Universal life 55,643 57,364
Investment products 82,107 89,150
Underwriting, acquisition and insurance expense 146,052 158,887
Policyholders' dividends 16,225 20,626
Impairment loss on subsidiary 5,689 --
-------- --------
Total benefits and expenses 481,311 516,035
Income before federal income tax expense
and minority interest in subsidiary loss 48,270 53,133
Federal income tax expense 26,816 16,687
-------- --------
Income before minority interest in
subsidiary loss 21,454 36,446
Minority interest in subsidiary loss -- 3,045
-------- --------
Net Income $21,454 $39,491
======== ========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
3.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive Policyholders'
Income (Loss) Equity Total
------------- -------------- -----
<S> <C> <C> <C>
Balance at January 1, 1998 $ 24,100 $532,404 $556,504
Net income 39,491 39,491
Unrealized losses on securities,
net of tax and reclassification
adjustment (23,393) (23,393)
Minimum pension liability
adjustment (6,131) (6,131)
-------
Comprehensive income 9,967
-------- -------- --------
Balance at December 31, 1998 (5,424) 571,895 566,471
-------- -------- --------
Net income 21,454 21,454
Unrealized losses on securities,
net of tax and reclassification
adjustment (62,358) (62,358)
Minimum pension liability
adjustment (1,335) (1,335)
Comprehensive loss (42,239)
-------- -------- --------
Balance at December 31, 1999 $(69,117) $593,349 $524,232
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
4.
<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
December 31,
1999 1998
-----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 21,454 $ 39,491
Adjustments to net income not affecting cash:
Impairment loss on subsidiary 5,689 --
Interest credited to universal life policies 82,107 57,364
Interest credited to interest sensitive products 55,643 89,150
Accrual of discounts on investments, net 940 628
Net realized losses on investments 20,256 12,535
Depreciation 4,750 5,081
Amortization of deferred policy acquisition costs 21,910 34,559
Amortization of deferred revenue (3,900) (10,267)
Deferred federal income tax expense (benefit) 11,916 (71)
Change in operating assets and liabilities:
Accrued investment income (1,742) 1,989
Policy cost deferred (60,779) (43,382)
Revenue deferred 3,555 1,959
Policy liabilities (28,944) (27,465)
Other liabilities (26,963) (21,515)
Other items, net 13,005 (3,312)
---------- ----------
Cash Provided by Operating Activities 118,897 136,744
---------- ----------
INVESTING ACTIVITIES
Costs of investments acquired (2,612,555) (2,421,256)
Proceeds from sale, maturity or repayment
of investments 2,413,784 2,399,096
Decrease in policy loans 3,409 1,523
Purchases of property and equipment, net (11,598) (5,780)
---------- ----------
Cash Used in Investing Activities (206,960) (26,417)
---------- ----------
FINANCING ACTIVITIES
Receipts from universal life and
investment contracts 695,971 733,489
Withdrawals from universal life and
investment contracts (663,392) (791,312)
---------- ----------
Cash Provided (Used) by Financing Activities 32,579 (57,823)
---------- ----------
Increase (decrease) in cash and short term
investments (55,484) 52,504
---------- ----------
Cash and short term investments
at beginning of year 57,376 4,872
---------- ----------
Cash and short term investments at end of year $ 1,892 $ 57,376
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for federal income taxes $ 13,680 $ 24,277
Cash paid during the year for interest
on surplus notes $ 4,100 $ 4,100
</TABLE>
The accompanying notes are an integral part of the
financial statements.
5.
<PAGE>
The Union Central Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation and Organization
The accompanying consolidated financial statements have been
prepared in accordance with accounting principles generally
accepted in the U.S. (GAAP) and include the accounts of The
Union Central Life Insurance Company (Union Central) and the
following subsidiaries: Carillon Advisors, Inc., wholly-owned, a
registered investment advisor; Carillon Investments, Inc.,
wholly-owned, a registered broker-dealer that offers investment
products and related services through its registered
representatives; Payday of America, LLC, wholly-owned, a payroll
company; and Family Enterprise Institute, Inc., wholly-owned, a
national membership organization for family business owners.
The consolidated company will be referred to as "the Company".
At December 31, 1998, the consolidated company included the
Manhattan Life Insurance Company (MLIC). In accordance with the
impairment loss recognized on MLIC in 1999 (see discussion
below), MLIC was not included in the consolidated company at
December 31, 1999. All significant intercompany accounts and
transactions have been eliminated in the accompanying
consolidated financial statements. Union Central also has the
following unconsolidated investment affiliates: Carillon Fund,
Inc., a registered investment company consisting of five
investment portfolios (Carillon S&P Midcap 400 Index Portfolio,
Carillon Lehman Aggregate Bond Index Portfolio, Carillon Equity
Fund, Carillon NASDAQ 100 Index Fund and Carillon Russel 2000
Index Fund) and Summit Investment Trust, consisting of two
mutual funds (Summit Emerging Markets Bond Fund, an emerging
markets corporate and government bond fund and Summit High Yield
Fund, a high yield bond mutual fund). In 1999, the Company
formally dissolved the Carillon Investment Trust, a registered
investment company, and withdrew its entire investment in the
Carillon Capital Fund, the sole mutual fund that was offered
through the Carillon Investment Trust.
The Company provides a wide spectrum of financial products and
related services for the benefit of individual, group and
pension policyholders. Such products and services include
insurance to provide for financial needs resulting from loss of
life or income and management of funds accumulated for
preretirement and retirement needs.
The Company is licensed to do business in all 50 states of the
United States.
The preparation of financial statements requires management to
make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates
and assumptions could change in the future as more information
becomes known, which could impact the amounts reported and
disclosed herein.
On May 27, 1999, the Company entered into a definitive agreement
to sell all of the Company's guarantee capital shares in MLIC to
Connecticut Reassurance Corporation (CRC), an insurance company
formed under Connecticut law, for $27,250,000. On January 26,
2000, the New York Insurance Department approved the sale of
MLIC to CRC, and on February 2, 2000, the sale was completed.
Because the proceeds from the sale of MLIC to CRC were less than
the net assets of MLIC, an impairment loss was recognized in
1999 ($5,689,000 loss before federal income tax expense of
$5,621,000). The $5,689,000 pre-tax loss is presented in
"Impairment loss on subsidiary" in the Statements of Income, and
the federal income tax expense of $5,621,000 recognized on the
impairment was included in "Federal income tax expense" in the
Statements of Income. As the purchase price of $27,250,000 was
received subsequent to December 31, 1999, it was recorded as a
receivable in "Other assets" in the Balance Sheets at December
31, 1999. Also, the impairment loss on MLIC included the
write-off of unamortized goodwill of $2,200,000 recorded by
Union Central related to expenses Union Central incurred in
becoming the sole shareholder in MLIC. As of December 31, 1999
and 1998, respectively, MLIC reported assets of $431,425,000 and
$482,935,000, liabilities of $387,585,000 and $416,260,000,
policyholders' equity of $14,884,000 and $36,320,000 (reported
as "Minority interest in subsidiary equity" in the Balance
Sheets at December 31, 1998) and shareholders' equity of
$28,956,000 and $30,355,000. MLIC reported revenue of
$54,732,000 and $66,031,000 and expenses of $64,176,000 and
$69,555,000 for the years ended December 31, 1999 and 1998,
respectively. MLIC reported policyholders' share of net loss of
$10,938,000 and $3,045,000 (reported as "Minority interest in
subsidiary loss" in the Statements of Income for the year ended
December 31, 1998) and shareholders' share of net income of
$101,000 and $1,172,000 for the years ended December 31, 1999
and 1998, respectively.
During the third quarter of 1999, the Company entered into an
agreement with Swiss Re to reinsure Swiss Re's entire group
operations (formally Royal Maccabees and Royal Life). The block
was reinsured on a 100% coinsurance basis with an effective date
of January 1, 1999. As part of the agreement, the Company paid
an allowance of $13,400,000 to Swiss Re, which was capitalized
in "Deferred Policy Acquisition Costs" in the Balance Sheets.
During the third quarter of 1999, the Company formed Payday of
America, LLC. The Company contributed $1,600,000 of paid in
capital related to the formation of Payday of America.
During 1999, the Company recognized a realized gain of
$5,040,000 recorded in "Net realized losses on investments" in
the Statements of Income resulting from sales of mortgage loans
to a third party. The realized gain was computed in accordance
with Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" (FAS 125) and represented the present value of
compensation related to the mortgage loan sales that Union
Central will receive over the life of the mortgage loans sold.
Also, at December 31, 1999, an interest-only strip asset of
$4,354,000 was recorded in "Other assets" in the Balance Sheets.
The asset represented the present value of compensation of
$5,040,000 related to the mortgage loan sales, less amortization
expense of $684,000, which was recorded in "Net investment
income" in the Statements of Income.
Investments
Fixed maturity and equity securities classified as available-
for-sale are carried at fair value with net unrealized gains and
losses reported as a separate component of equity.
Other investments are reported on the following bases:
- Mortgage loans on real estate are carried at their
aggregate unpaid balance less unamortized discount and less an
allowance for possible losses.
- Real estate acquired through foreclosure is carried at the
lower of cost or its net realizable value.
- Policy loans are reported at unpaid balances.
- Cash and short-term investments presented on the Balance
Sheets consist of cash-in-bank, cash-in-transit and commercial
paper that has a maturity date of 90 days or less from the date
acquired.
The Company's carrying value of investments in limited
partnerships are adjusted to reflect the GAAP earnings of the
investments underlying the limited partnership portfolios.
During 1998, the Company declared two of its hedge fund limited
partnerships permanently impaired and recorded a realized loss
of $15,800,000.
The fair values of fixed maturity and equity securities
represent quoted market values from published sources or
calculated market values using the "yield method" if no quoted
market values are obtainable.
Realized gains and losses on sales of investments are recognized
on a first-in, first-out basis. Declines in the value of
investments judged to be other-than-temporary are recognized on
a specific identification basis.
Interest is not accrued on mortgage loans or bonds for which
principal or interest payments are determined to be
uncollectible.
The Company purchases call options to hedge insurance contracts
whose credited interest is linked to returns in Standard &
Poor's 500 Stock Index (Index) based on a formula which applies
participation rates to the returns in the Index. Call options
are contracts which give the option purchaser the right, but not
the obligation, to buy securities at a specified price during a
specified period. The Company holds call options which expire
quarterly until December 29, 2000. The Company paid initial
fees (the option premium) to enter the option contracts. The
Index call options give the Company the right to receive cash at
settlement if the closing Index value is above the strike price.
These proceeds do not result in income to the Company because
the hedged insurance contracts would be credited interest for an
equivalent amount.
The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to the call options. To
minimize this risk, the Company only enters into private options
contracts with counterparties having Standard & Poor's credit
ratings of AA- or above or listed contracts guaranteed by the
Chicago Board Options Exchange. The credit exposure is limited
to the value of the call options at a particular point in time.
The value of the call options was $5,382,000 at December 31,
1999.
The call options were carried at their fair value of $5,382,000
at December 31, 1999, and were reflected in "Other invested
assets" in the Balance Sheets. The liabilities for the hedged
insurance contracts were adjusted based on the returns in
Standard & Poor's 500 Stock Index, and were reflected in
"Deposit funds" in the Balance Sheets.
Deferred Policy Acquisition Costs
The costs of acquiring new business, principally commissions,
certain expenses of the policy issue and underwriting department
and certain variable agency expenses have been deferred.
Deferred policy acquisition costs are amortized consistent with
the methods described in "Policy Liabilities, Revenues, Benefits
and Expenses". Amortization of deferred policy acquisition
costs totalled $21,910,000 and $34,559,000 for the years ended
December 31, 1999 and 1998, respectively, and were included in
"Underwriting, acquisition and insurance expense" in the
Statements of Income. Deferred policy acquisition costs are
adjusted to reflect the impact of unrealized gains on available-
for-sale securities. Adjustments (increasing) or decreasing
deferred policy acquisition costs related to unrealized gains or
losses totalled $(37,373,000) and $11,474,000 at 1999 and 1998,
respectively.
In 1999 and 1998, the Company revised its estimates of future
gross profits, and as a result amortization of deferred policy
acquisition costs included in "Underwriting, acquisition and
insurance expense" in the Statements of Income decreased
$12,022,000 and $2,991,000 for the years ended 1999 and 1998,
respectively.
Property, Plant and Equipment
Property, plant and equipment is valued at historical cost less
accumulated depreciation in the Balance Sheets. It consists
primarily of Union Central's home office, capital leases for
furniture and equipment, furniture and fixtures and electronic
data processing equipment.
Depreciation is computed with the straight-line method over the
estimated useful lives of the respective assets, not to exceed
10 years for office furniture and 5 years for electronic data
processing equipment. Depreciation is computed for leasehold
improvements with the straight-line method over the shorter of
the remaining lease term or useful life of the improvements.
Capitalization of Software Costs
In 1999, the Company adopted Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" (SOP 98-1). SOP 98-1 requires that
certain software costs be capitalized and subsequently amortized
over the software's estimated useful life. The asset of
$5,669,000 established due to the capitalization of certain
software costs was recorded in "Other assets" in the Balance
Sheets.
Deposit Funds
The liability for deposit funds is generally established at the
policyholders' accumulated cash values plus amounts provided for
guaranteed interest.
Policy Claims
Policy claim reserves represent the estimated ultimate net cost
of all reported and unreported claims incurred. In addition, a
claim adjustment expense reserve is held to account for the
expenses associated with administering these claims. The
reserves for unpaid claims are estimated using individual case
basis valuations and statistical analyses. The claim adjustment
expense reserve is estimated using statistical analyses. These
estimates are subject to the effects of trends in claim severity
and frequency. Although some variability is inherent in such
estimates, management believes that the reserves for claims and
claim related expenses are adequate. The estimates are
continually reviewed and adjusted as necessary as experience
develops or new information becomes known and such adjustments
are included in current operations.
Dividends to Policyholders
The Company's dividend liability is the amount estimated to have
accrued to policyholders' as of each year end.
Separate Accounts
Separate account assets and liabilities reported in the
accompanying financial statements (excluding seed money provided
by the Company) represent funds that are separately administered
for the individual annuity, group annuity and variable universal
life lines of business, and for which the contract holders
rather than the Company bear the investment risk. Separate
account contract holders have no claim against the assets of the
general account of the Company. Separate account investments
are carried at market value. Investment income and gains and
losses from these accounts accrue directly to contract holders
and are not included in the accompanying financial statements.
Union Central derives certain fees for maintaining and managing
the separate accounts, but bears no investment risk on these
assets, except to the extent that it participates in a
particular separate account.
Policy Liabilities, Revenues, Benefits and Expenses
Traditional Insurance Products
Traditional insurance products include those products with fixed
and guaranteed premiums and benefits and consist primarily of
whole life insurance policies, term insurance policies and
disability income policies. Premiums for traditional products
are recognized as revenue when due.
The liability for future policy benefits for participating
traditional life is computed using a net level premium method
and the guaranteed mortality and dividend fund interest. The
mortality and interest assumptions are equivalent to statutory
assumptions. The liabilities for future policy benefits and
expenses for nonparticipating traditional life policies and
disability income policies are generally computed using a net
level premium method and assumptions for investment yields,
morbidity, and withdrawals based principally on company
experience projected at the time of policy issue, with provision
for possible adverse deviations. Interest assumptions for
participating traditional life reserves for all policies ranged
from 2.3% to 6.0% for the years ended 1999 and 1998.
The costs of acquiring new traditional business, principally
commissions, certain policy issue and underwriting expenses
(such as medical examination and inspection report fees) and
certain agency expenses, all of which vary with and are
primarily related to the production of new and renewal business,
are deferred to the extent that such costs are deemed
recoverable through future gross premiums. Such non-
participating deferred acquisition costs are amortized over the
anticipated premium paying period of the related policies,
generally not to exceed the premium paying lifetime of the
policies using assumptions consistent with those used to develop
policy benefit reserves. For participating life insurance
products, deferred policy acquisition costs are amortized in
proportion to estimated gross margins of the related policies.
Gross margins are determined for each issue year and are equal
to premiums plus investment income less death claims, surrender
benefits, administrative costs, policyholder dividends, and the
increase in reserves for future policy benefits. The future
investment yields are assumed to range from 7.1% to 8.9% and
from 5.7% to 8.8% for the years ended 1999 and 1998,
respectively. Changes in dividend payouts are assumed with
changes in yields.
Universal Life and Other Interest Sensitive Products
Interest sensitive products include universal life, single
premium whole life and annuity products. They are distinguished
by the existence of a separately definable fund that is credited
with interest and from which any policy charges are taken.
Revenues for these products consist of policy charges for the
cost of insurance, policy administration charges, and surrender
charges that have been assessed against policyholder account
balances during the period.
Benefit reserves for universal life and other interest sensitive
products are computed in accordance with the retrospective
deposit method and represent policy account balances before
applicable surrender charges. Policy benefits that are charged
to expense include benefit claims incurred in the period in
excess of related policy account balances and interest credited
to account balances. Interest crediting rates ranged from 4.5%
to 8.2% and from 4.5% to 7.5% for the years ended 1999 and 1998,
respectively.
The cost of acquiring universal life and other interest
sensitive products, principally commissions, certain policy
issue and underwriting expenses (such as medical examination and
inspection report fees) and certain agency expenses, all of
which vary with and are primarily related to the production of
new and renewal business, are deferred to the extent that such
costs are deemed recoverable through future estimated gross
profits. Acquisition costs for universal life and other
interest sensitive products are amortized over the life of the
policies in proportion to the present value of expected gross
profits from surrender charges and investment, mortality and
expense margins. The amortization is adjusted retrospectively
when estimates of current or future gross profits (including the
impact of investment gains and losses) to be realized from a
group of products are revised.
Amounts assessed policyholders that represent revenue for
services to be provided in future periods are reported as
unearned revenue and recognized in income over the life of the
policies, using the same assumptions and factors as are used to
amortize deferred acquisition costs. These charges consist of
policy fees and premium loads that are larger in the initial
policy years than they are in the later policy years.
Amortization of unearned revenue totalled $3,900,000 and
$10,267,000 for the years ended December 31, 1999 and 1998,
respectively, and was included in "Universal life policy
charges" in the Statements of Income.
In 1999 and 1998, the Company revised its estimates of future
gross profits, and as a result amortization of unearned revenue
included in "Universal life policy charges" in the Statements of
Income was increased by $1,000,000 and $545,000 for the years
ended 1999 and 1998, respectively.
Group Products
Group products consist primarily of group life insurance, and
group long and short term disability income products. Premiums
for group insurance products are recognized as revenue when due.
The liabilities for future policy benefits and expenses for
group life and disability income products are computed using
statutory methods and assumptions, which approximate net level
premium reserves using assumptions for investment yields,
mortality, and withdrawals based principally on company
experience projected at the time of policy issue, with
provisions for possible adverse deviations. Interest
assumptions are based on assumed investment yields that ranged
from 8.3% to 8.4% for the years ended 1999 and 1998.
The costs of acquiring new group life and disability income
business, principally commissions, certain policy issue and
underwriting expenses (such as medical examination and
inspection report fees) and certain agency expenses, all of
which vary with and are primarily related to the production of
new and renewal business, are deferred to the extent that such
costs are deemed recoverable through future gross premiums.
Such deferred acquisition costs are amortized over the
anticipated premium paying period of the related policies,
generally not to exceed ten years.
Pension Products
Pension products include deferred annuities and payout
annuities. Revenues for the deferred annuity products consist
of investment income on policy funds, mortality and expense
charges, contract administration fees, and surrender charges
that have been assessed against policyholder account balances.
Expenses for deferred annuity products include the interest
credited on policy funds and expenses incurred in the
administration and maintenance of the contracts. For payout
annuities, premiums are recognized as revenue when due while
expenses exclude the interest credited on policy funds.
Benefit reserves for the deferred annuity contracts represent
the policy account balances before applicable surrender charges.
Interest assumptions on payout annuities are based on assumed
investment yields that ranged from 2.0% to 8.0% for the years
ended 1999 and 1998, respectively.
Commissions and other related costs of acquiring annuity
contracts that vary with and are primarily related to the
production of new and renewal business are deferred to the
extent that such costs are deemed recoverable through future
estimated gross profits. Acquisition costs are amortized over
the life of the contracts in direct proportion to the present
value of expected gross profits from surrender charges and
investment and expense margins. The amortization is adjusted
retrospectively when estimates of current or future gross
profits (including the impact of investment gains or losses) to
be realized on a group of contracts are revised.
Reinsurance
Reinsurance premiums and claims are accounted for on bases
consistent with those used in accounting for the original
policies issued and the terms of the reinsurance contracts.
Premiums and benefits are reported net of reinsured amounts.
Allocation of Manhattan Life's Income and Equity
MLIC's charter provides for the allocation of its profits
between its shareholders and its policyholders on a one-
eighth/seven eighths basis. The profits allocated are equal to
income after taxes and interest on the Guaranteed Capital
Reserve, but before policyholders' dividends. At December 31,
1998, MLIC's policyholders' share of MLIC's net loss was
recorded as "Minority Interest in Subsidiary Loss" in the Income
Statements and MLIC's policyholders' share of MLIC'S equity was
recorded as "Minority Interest in Subsidiary's Equity" in the
Balance Sheets. Due to the impairment loss recognized on MLIC
by Union Central in 1999 (discussed previously), MLIC's
policyholders' share of MLIC's net loss and MLIC's equity was
not recorded in 1999.
Federal Income Taxes
The Company accounts for income taxes using the liability method
for financial accounting and reporting of income taxes. Under
this method, deferred income taxes are recognized for the tax
consequences of "temporary differences" by applying the
applicable tax rate to differences between the financial
statement carrying amounts and the tax bases of existing assets
and liabilities.
Reclassifications
Previously reported amounts for 1998 have in some instances been
reclassified to conform to the 1999 presentation.
NOTE 2 - INVESTMENTS
Available-for-sale securities are summarized as follows:
<TABLE>
<CAPTION>
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- ---------- ---------- -----
(in thousands)
<S> <C> <C> <C> <C>
December 31, 1999:
U.S. treasury securities and
obligations of U.S. government
corporations and agencies $ 109,655 $ 291 $ (1,013) $ 108,933
Corporate securities and other 1,483,286 4,231 (69,868) 1,417,649
Mortgage-backed securities,
collateralized mortgage
obligations and other
structured securities 933,082 2,195 (54,420) 880,857
Debt securities issued by foreign
governments -- -- -- --
---------- ------ -------- ----------
Subtotal 2,526,023 6,717 (125,301) 2,407,439
Equity securities 82,269 592 (12,322) 70,539
---------- ------ -------- ----------
Total $2,608,292 $7,309 $(137,623) $2,477,978
========== ====== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
---------- -------- -------- ----------
(in thousands)
<S> <C> <C> <C> <C>
December 31, 1998:
U.S. treasury securities and
obligations of U.S. government
corporations and agencies $ 19,737 $ 1,897 $ -- $ 21,634
Corporate securities and other 1,542,363 51,352 (21,912) 1,571,803
Mortgage-backed securities,
collateralized mortgage
obligations and other
structured securities 1,068,084 19,811 (14,566) 1,073,329
Debt securities issued by foreign
governments 7,631 436 (1) 8,066
---------- ------- -------- ----------
Subtotal 2,637,815 73,496 (36,479) 2,674,832
Equity securities 100,429 2,063 (20,223) 82,269
---------- ------- -------- ----------
Total $2,738,244 $75,559 $(56,702) $2,757,101
========== ======= ======== ==========
</TABLE>
Fixed maturity available-for-sale securities,
at December 31, 1999, are summarized by stated
maturity as follows:
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
-------- -----
(in thousands)
<S> <C> <C>
Due in one year or less $ 750 $ 752
Due after one year through five years 332,041 322,757
Due after five years through ten years 728,615 691,519
Due after ten years 169,243 160,054
---------- ----------
Subtotal 1,230,649 1,175,082
Mortgage-backed securities 962,854 909,794
Other securities with multiple repayment dates 332,520 322,563
---------- ----------
Total $2,526,023 $2,407,439
========== ==========
</TABLE>
Significant components of the unrealized gain (loss) on
available-for-sale securities included in "Accumulated other
comprehensive loss" in the accompanying Balance Sheets are
as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Gross unrealized gain (loss) on available-
for-sale securities $(130,314) $18,857
Amortization of deferred policy acquisition costs 37,373 (11,474)
Minority interests -- (2,853)
Deferred tax asset (liability) 32,530 (2,583)
Net unrealized gain (loss) on available-
for-sale securities $ (60,411) $ 1,947
========= =======
</TABLE>
See Note 9 for discussion of the methods and assumptions used by
the Company in estimating the fair values of available-for-sale
securities.
At December 31, 1999 and 1998, the Company held unrated or less-
than-investment grade (investment grade is defined as "Baa3" and
higher on Moody's ratings and "BBB" and higher on Standard and
Poor's bond ratings) corporate bonds of $161,596,000 and
$198,696,000. Those holdings amounted to 6.8% and 7.4%,
respectively, of the Company's investments in fixed maturities
and 2.7% and 3.3%, respectively, of the Company's total assets.
The holdings of less-than-investment grade bonds are widely
diversified and of satisfactory quality based on the Company's
investment policies and credit standards.
At December 31, 1999 and 1998, the Company invested $65,578,000
and $62,588,000 in affiliated mutual funds. The Company's
holdings in affiliated mutual funds were included in "Equity
securities available-for-sale at fair value" in the Balance
Sheets.
Proceeds, gross realized gains, and gross realized losses from
the sales and maturities of available-for-sale securities
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Proceeds $2,220,492 $2,220,765
Gross realized gains 15,159 33,774
Gross realized losses 42,898 26,564
</TABLE>
A summary of the characteristics of the Company's mortgage
portfolio (before deducting valuation reserves of $278,000 and
$2,372,000 at December 31, 1999 and 1998, respectively) follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
-------------------- --------------------
Principal Percent of Principal Percent of
Balance Principal Balance Principal
------- --------- ------- ---------
(000's Omitted)
<S> <C> <C> <C> <C>
Region
New England and Mid-Atlantic $ 46,176 6.4% $ 61,616 7.8%
South Atlantic 119,900 16.5 130,361 16.4
North Central 157,812 21.7 188,870 23.8
South Central 76,796 10.6 90,802 11.5
Mountain 135,472 18.6 128,136 16.2
Pacific 190,875 26.2 192,924 24.3
-------- ----- -------- -----
Total $727,031 100.0% $792,709 100.0%
======== ===== ======== =====
Property Type
Apartment and residential $ 75,584 10.4% $111,040 14.0%
Warehouses and industrial 141,597 19.5 143,910 18.2
Retail and shopping center 262,606 36.1 256,406 32.3
Office 202,130 27.8 245,514 31.0
Other 45,114 6.2 35,839 4.5
-------- ----- -------- -----
Total $727,031 100.0% $792,709 100.0%
======== ===== ======== =====
</TABLE>
Real estate consists of investment real estate under lease and
foreclosed real estate. The investment real estate under lease
is depreciated over 40 years. The cost of the property totalled
$18,782,000 and $17,521,000 at December 31, 1999 and 1998,
respectively, and accumulated depreciation totalled $5,391,000
and $4,960,000 at December 31, 1999 and 1998, respectively. The
book value of foreclosed real estate was $29,118,000 and
$30,644,000 at December 31, 1999 and 1998, respectively.
NOTE 3 - 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 or hazardous
risks. Reinsurance ceded contracts do not relieve the Company
from its obligations to policyholders. Reinsurance ceded is
recorded in "Other assets" in the Balance Sheets. The Company
remains liable to its policyholders for the portion reinsured to
the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements.
Failure of reinsurers to honor their obligations could result in
losses to the Company; consequently, allowances are established
for amounts deemed or estimated to be uncollectible. To
minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of
its reinsurers and monitors concentrations of credit risk
arising from similar geographic regions, activities, or economic
characteristics of the reinsurers. No losses are anticipated,
and, based on management's evaluation, there are no
concentrations of credit risk at December 31, 1999 and 1998.
The Company retains the risk for varying amounts of individual
or group insurance written up to a maximum of $1,000,000 on any
one life or $4,000 per month disability risk and reinsures the
balance.
Reinsurance transactions with other insurance companies for the
years ended December 31, 1999 and 1998 are summarized as
follows:
<TABLE>
<CAPTION>
December 31, 1999
Direct Assumed (Ceded) Net
------ ------- ----- ---
(in thousands)
<S> <C> <C> <C> <C>
Life insurance in force $39,612,937 $142,772 $(6,303,368) $33,452,341
=========== ======== =========== ===========
Premiums and other
considerations:
Traditional insurance
premiums and universal life $ 197,859 $ 50,345 $ (36,954) $ 211,250
Annuity 43,540 -- -- 43,540
----------- -------- ----------- -----------
Total $241,399 $ 50,345 $ (36,954) $ 254,790
=========== ======== =========== ===========
<CAPTION>
December 31, 1998
Direct Assumed (Ceded) Net
------ ------- ----- ---
(in thousands)
<S> <C> <C> <C> <C>
Life insurance in force $30,400,267 $502,058 $(5,627,695) $25,274,630
=========== ======== =========== ===========
Premiums and other
considerations:
Traditional insurance
premiums and universal life $ 243,287 $ 10,056 $ (32,256) $ 221,087
Annuity 43,778 -- -- 43,778
----------- -------- ----------- -----------
Total $ 287,065 $ 10,056 $ (32,256) $ 264,865
=========== ======== =========== ===========
</TABLE>
Benefits paid or provided were reduced by $1,844,000 and
$2,454,000 at December 31, 1999 and 1998, respectively, for
estimated recoveries under reinsurance treaties.
The Company nor any of its related parties control, either
directly or indirectly, any reinsurers in which the Company
conducts business. No policies issued by the Company have been
reinsured with a foreign company which is controlled, either
directly or indirectly, by a party not primarily engaged in the
business of insurance. The Company has not entered into any
reinsurance agreements in which the reinsurer may unilaterally
cancel any reinsurance for reasons other than nonpayment of
premiums or other similar credits.
NOTE 4 - FEDERAL INCOME TAX
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Deferred tax liabilities:
Deferred policy acquisition costs $139,923 $139,593
Basis differences on bonds and mortgage loans 2,276 26
Unrealized gains - FAS 115 -- 2,583
Partnership income differences 3,069 5,132
Capitalization of software 2,642 --
Impairment loss on subsidiary 5,621 --
Other 2,921 3,145
-------- --------
Total deferred tax liabilities 156,452 150,479
-------- --------
Deferred tax assets:
Policyholders' dividends 2,630 11,295
Future policy benefits 79,098 74,506
Premium - based DAC adjustment 27,437 28,175
Investment valuation reserves 521 826
Retirement plan accruals 13,893 15,229
Investment income differences 2,535 1,343
Unrealized losses - FAS 115 32,530 --
Other 3,685 3,361
-------- --------
Total deferred tax assets 162,329 134,735
-------- --------
Net deferred tax (assets) liabilities $(5,877) $15,744
======== ========
</TABLE>
Significant components of the provision for income taxes
attributable to continuing operations are as follows:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Current $14,900 $16,759
Deferred 11,916 (72)
-------- --------
Total $ 26,816 $ 16,687
======== ========
</TABLE>
Federal income tax expense is calculated based on applying the
statutory corporate tax rate to taxable income, and adjusting
this amount for permanent differences between deductions allowed
for financial statement purposes versus federal income tax
purposes. Significant differences would include the surplus tax
adjustment applicable to Union Central.
NOTE 5 - COMMITMENTS AND CONTINGENT LIABILITIES
Leases
The Company leases office space for various field agency offices
with lease terms that vary in duration from 1 to 15 years. Some
of these leases include escalation clauses which vary with
levels of operating expense. Rental expense under these
operating leases totalled $2,350,000 and $3,498,000 in 1999 and
1998, respectively. The Company also leases furniture and
equipment under operating leases which expire in 2001. Rental
expense under these leases included in "Underwriting,
acquisition and insurance expense" in the Statements of Income
totalled $88,000 and $116,000 in 1999 and 1998, respectively.
At December 31, 1999, the future minimum lease payments for all
noncancelable operating leases are as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
(in thousands)
<C> <C>
2000 $2,358
2001 2,136
2002 1,510
2003 848
2004 537
After 2004 506
------
Total $7,895
======
</TABLE>
The Company also has capital leases for office furniture. Lease
expense under these leases was $369,000 and $434,000 in 1999 and
1998, respectively.
At December 31, 1999 the future minimum lease payments for all
noncancelable capital leases are as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
(in thousands)
<C> <C>
2000 $470
2001 39
----
Total $509
====
</TABLE>
Other Commitments
At December 31, 1999, the Company had outstanding agreements to
fund mortgages totalling $20,425,000 in early 2000. In
addition, the Company has committed to invest $3,907,000 in
equity-type limited partnerships during the years 2000 to 2002.
These transactions are in the normal course of business for the
Company.
Litigation
In the normal course of business, the Company is party to
various claims and litigation primarily arising from claims made
under insurance policies and contracts. Those actions are
considered by the Company in estimating the policy and contract
liabilities. The Company's management believes that the
resolution of those actions will not have a material adverse
effect on the Company's financial position or results of
operations.
Guaranty Fund Assessments
The economy and other factors have caused an increase in the
number of insurance companies that are under regulatory
supervision. This circumstance is expected to result in an
increase in assessments by state guaranty funds, or voluntary
payments by solvent insurance companies, to fund policyholder
losses or liabilities of insurance companies that become
insolvent. These assessments may, in certain instances, be
offset against future premium taxes. For 1999 and 1998, the
charge to operations related to these assessments was not
significant. The estimated liability of $1,046,000 and
$1,149,000 at December 31, 1999 and 1998, respectively, was
based on data provided by the National Organization of Life and
Health Insurance Guaranty Associations and was included in
"Other liabilities" in the Balance Sheets.
NOTE 6 - STATUTORY SURPLUS AS REPORTED TO REGULATORY AUTHORITIES
Union Central files statutory-basis financial statements with
regulatory authorities. Union Central's statutory-basis
financial statements are prepared in conformity with accounting
practices prescribed or permitted by the Department of Insurance
of Ohio, Union Central's state of domicile. Surplus as
reflected in the statutory-basis financial statements was as
follows:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1999 1998
-------- -------
(in thousands)
<S> <C> <C>
Capital and surplus $347,396 $343,896
======== ========
</TABLE>
In 1999, the National Association of Insurance Commissioners
adopted codified statutory accounting practices (Codification).
Codification must be adopted by the various states before it
becomes the prescribed statutory basis of accounting for
insurance companies domiciled in those states. For Codification
to be effective for Union Central, Ohio must adopt Codification
as the prescribed basis of accounting on which Ohio insurers
must report their statutory basis results. During 1999, Ohio
formally adopted Codification with an effective date of January
1, 2001. Codification will likely change prescribed accounting
practices and may result in changes to the accounting practices
that Union Central uses to prepare its statutory basis financial
statements. The effect of the adoption of Codification is not
known at this time.
NOTE 7 - EMPLOYEE BENEFITS
The Company has pension plans covering substantially all of its
employees (The Plans). Effective August 31, 1999, MLIC's defined
benefit pension plan and excess benefit pension plan were merged
with the pension plans of Union Central. MLIC's pension plans
were fully funded at the effective date of the merger. The
accumulated benefit obligation (ABO) of the MLIC pension plans
at the effective date of the merger was $19,700,000.
Benefits are based on years of service and the employee's
highest five consecutive years of compensation out of the last
ten years. The Company's funding policy is determined according
to regulations as specified by ERISA and subsequent amendments.
In 1999, the Company's funding increased due to MLIC fully
funding its pension plans in accordance with the merger of its
pension plans with Union Central's. The contributions totalled
$8,342,000 and $3,994,000 in 1999 and 1998, respectively. The
Company's net periodic pension expense was calculated in
accordance with FAS 87 and was $5,121,000 and $3,869,000 for the
years ended December 31, 1999 and 1998, respectively. Benefits
paid in 1999 and 1998 were $3,688,000 and $3,811,000,
respectively. Plan assets are primarily composed of mutual
funds, unallocated insurance funds, and guaranteed interest
contracts. At December 31, 1999 and 1998, $62,140,000 and
$42,468,000, respectively, was invested in affiliated mutual
funds.
A table setting forth the funded status and the pension
liability included in the Company's Balance Sheets follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Actuarial present value of benefits obligations:
Accumulated benefit obligation, including vested
benefits of $74,603 and $72,321 for 1999 and 1998,
respectively $85,512 $81,244
======= =======
Projected benefit obligation $97,705 $92,376
Plan assets at fair value 66,559 63,066
------- -------
Projected benefit obligation higher than plan assets $31,146 $29,310
======= =======
Pension liability included in "Other liabilities"
at end of year $18,581 $18,178
</TABLE>
Also, $1,335,000 and $6,131,000 (net of tax) was charged
directly to policyholders' equity in 1999 and 1998,
respectively, as a result of recognizing an additional minimum
pension liability adjustment under Statement of Financial
Accounting Standard (SFAS-87) "Employers' Accounting for
Pensions", and was included in "Minimum pension liability
adjustment" in the Statements of Equity.
The unfunded accumulated benefit obligation (ABO) will vary from
year to year as changes in the market value of the plans' assets
differs from changes in the ABO. The ABO varies from year to
year as the rate used to discount future pension benefits
related to the past service of plan participants changes. The
discount rate at each valuation date reflects available rates on
high quality fixed income investments. The investment strategy
for the plans' assets is designed to achieve somewhat higher
yields over the long term than would be achieved by investing
entirely in high quality fixed income investments. Therefore,
the market value of the plans' assets and the ABO do not change
in the same amount from year to year. The Company believes that
its current funding policy will be adequate to meet all future
plan obligations over the long term.
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Assumptions used to determine the
status of the plans were:
Discount rate 7.50% 7.00%
Rate of increase in future compensation levels 4.00% 4.00%
Expected long-term rate of return on assets 8.50% 8.50%
</TABLE>
The Company has contributory savings plans for employees meeting
certain service requirements which qualify under Section 401(k)
of the Internal Revenue Code. These plans allow eligible
employees to contribute up to certain prescribed limits of
their pre-tax compensation, with the Company matching 50% of
the first 6% of participants' contributions. The Company's
matching contributions to these Plans were $1,547,000 and
$1,472,000 for 1999 and 1998, respectively. The value of the
Plans' assets were $72,855,000 and $59,649,000 at December 31,
1999 and 1998, respectively. The assets are held in the
Company's deposit fund or under the variable accounts of a group
annuity policy sponsored by the Company. At December 31, 1999
and 1998, $18,884,000 and $18,660,000, respectively, was
invested in affiliated mutual funds. During 1999, the
contributory savings plan of MLIC was merged with the savings
plan of the Company.
NOTE 8 - POSTRETIREMENT BENEFITS
The Company provides certain health care and life insurance
benefits for its eligible retired employees. Substantially all
of the Company's employees may become eligible for these
benefits if they reach normal retirement age while working for
the Company.
Effective August 31, 1999, MLIC's group life and major medical
plans were merged with the Company's. MLIC's group life and
major medical plans were fully funded at the effective date of
the merger. The postretirement benefit obligation of MLIC's
group life and major medical plans at the effective date of the
merger was $3,100,000.
Information related to the postretirement benefits follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Postretirement costs $1,440 $1,143
Cash benefits paid 976 1,494
Employer contributions 1,244 1,231
Participant contributions 123 140
</TABLE>
A summary of the accrued postretirement liability included in
"Other liabilities" in the Consolidated Balance Sheet as
determined by the Plan's actuaries follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Postretirement benefit obligation $17,265 $20,443
Fair value of plan assets 6,149 5,866
------- -------
Unfunded status 11,116 14,577
Unrecognized net gain 5,494 1,949
Other -- (346)
------- -------
Accrued postretirement liability $16,610 $16,180
======= =======
</TABLE>
The discount rate used in determining the accumulated
postretirement benefit obligation was 7.50% and 7.00% at
December 31, 1999 and 1998, respectively. The long-term rate on
assets was 7.00% for 1999 and 1998.
A one percentage point increase in the health care cost trend
rate in each year would not materially impact the postretirement
benefit obligation, the interest cost and estimated eligibility
cost components of the net periodic postretirement benefit cost
as of and for the year ended December 31, 1999.
NOTE 9 - FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company
in estimating its fair value disclosures for financial
instruments:
Cash and short-term investments: The carrying amounts
reported in the Balance Sheets for these instruments
approximate their fair values.
Investment securities: Fair values for bonds are based on
quoted market prices, where available. If quoted market
prices are not available, fair values are estimated using
values obtained from independent securities broker dealers
or quoted market prices of comparable instruments. The fair
values of common stock in Company sponsored mutual funds are
based on quoted market prices and are recognized in "Equity
securities available-for-sale at fair value" in the Balance
Sheets. The fair values for limited partnerships are based
on the quoted market prices of the investments underlying
the limited partnership portfolios.
Mortgage loans: The fair values for commercial mortgages in
good standing are estimated using discounted cash flow
analysis using interest rates currently being offered for
similar loans to borrowers with similar credit ratings in
comparison with actual interest rates and maturity dates.
Fair values for mortgages with potential loan losses are
based on discounted cash flow analysis of the underlying
properties.
Policy loans: Management is unable to ascertain the
estimated life of the policy loan portfolio. Due to the
excessive costs which would be incurred to determine this
information, management considers the estimation of its fair
value to be impracticable. The nature of a policy loan
insures that the outstanding loan balance will be fully
recoverable because the balance owed to the Company is always
equal to or lower than the cash value of the insurance
policy owed to the policyholder. Policy loans are stated at
their aggregate unpaid balance in the Balance Sheets.
Investment contracts: Fair values for the Company's
liabilities under investment-type insurance contracts are
estimated using discounted cash flow calculations, based on
interest rates currently being offered for similar contracts
with maturities consistent with those remaining for the
contracts being valued.
The carrying amounts and fair values of the Company's mortgage
loans are as follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------- -----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
(in thousands)
<S> <C> <C> <C> <C>
Mortgage loans $727,031 $697,703 $792,709 $876,287
======== ======== ======== ========
</TABLE>
The carrying amounts and fair values of the Company's
liabilities for investment-type insurance contracts are as
follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------- -----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
(in thousands)
<S> <C> <C> <C> <C>
Direct access $50,271 $50,271 $44,547 $44,547
Traditional annuities 26,674 26,245 26,233 27,324
Supplementary contracts 13,592 13,693 14,436 11,014
GPA not involving life 1,810 1,915 2,284 2,516
Group dividends 30 30 28 28
Traditional life dividends 5,571 5,571 5,611 5,611
Group life dividends 176 176 171 171
Guaranteed interest contracts -- -- 17,277 17,293
Single premium deferred annuities -- -- 20,401 23,480
------- ------- -------- --------
Total $98,124 $97,901 $130,988 $131,984
======= ======= ======== ========
</TABLE>
The Company's other insurance contracts are excluded from
disclosure requirements. However, the fair values of
liabilities under all insurance contracts are taken into
consideration in the Company's overall management of interest
rate risk, which minimizes exposure to changing interest rates
through the matching of investment maturities with amounts due
under insurance contracts. Additional data with respect to the
carrying value and fair value of the Company's investments is
disclosed in Note 2.
NOTE 10 - LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT
EXPENSES
Activity in the liability for unpaid claims and claim adjustment
expense is summarized as follows:
<TABLE>
<CAPTION>
December 31,
-------------------
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Balance as of January 1 $126,859* $130,687
Incurred related to:
Current year 94,448 119,586
Prior years (3,649) (3,931)
-------- --------
Total incurred 90,799 115,655
-------- --------
Paid related to :
Current year 53,114 78,748
Prior years 29,162 35,265
-------- --------
Total paid 82,276 114,013
-------- --------
Balance as of December 31 $135,382 $132,329
======== ========
</TABLE>
* Balance as of January 1, 1999 excludes MLIC (see Note 1 for
discussion of sale of MLIC).
The balance in the liability for unpaid claims and claim
adjustment expenses is included in "Future policy benefits" and
"Policy and contract claims" in the Balance Sheets.
As a result of changes in estimates of insured events in prior
years, the provision of claims and claim adjustment expenses
decreased by $3,649,000 and $3,931,000 in 1999 and 1998,
respectively, due to higher than expected rates of claim
terminations. Included in the above balances are reinsurance
recoverables of $1,952,000 and $2,454,000 at 1999 and 1998,
respectively.
NOTE 11 - SURPLUS NOTES
On November 1, 1996, Union Central issued $50,000,000 of 8.20%
Surplus Notes (Notes). The Notes mature on November 1, 2026 and
may not be redeemed prior to maturity. The Notes are unsecured
and subordinated to all present and future policy claims, prior
claims and senior indebtedness. Subject to prior written
approval of the Superintendent of the Ohio Insurance Department,
these Notes pay interest semi-annually on May 1 and November 1.
Interest expense of $4,100,000 was incurred in 1999 and 1998,
and was recorded as a reduction of "Net investment income" in
the Statements of Income. In connection with issuing the Notes,
Union Central incurred and capitalized $765,000 of issuance
cost. This cost is recorded in "Other assets" in the Balance
Sheets. Issuance cost of $25,000 was amortized in 1999 and
1998, respectively, and recorded to "Underwriting, acquisition
and insurance expense" in the Statements of Income.
Additionally, the Notes have an original issue discount of
$260,000, which is deducted from the balance of the Notes.
Issuance costs and original issue discount will be amortized
under the straight-line method over the term of the Notes.
Amortization relating to original issue discount of $9,000 was
recorded in 1999 and 1998, in "Underwriting, acquisition and
insurance expense" in the Statements of Income.
NOTE 12 - IMPACT OF YEAR 2000 (UNAUDITED)
The Company has made a successful transition to the Year 2000.
The Company's computer systems and facilities are fully
operational and the Company is prepared to continue to serve its
customers in the twenty-first century.
The Company began preparations for the Year 2000 in 1996. From
1996 to 2000, significant resources in both time and money were
allocated to the Year 2000 project. The Company efforts
included Year 2000 system modifications, future date testing for
virtually all of the Company's computer systems, Year 2000
readiness of the Company's building systems (i.e. heating,
lighting, and security systems), and formal communications, with
all significant vendors, suppliers and business partners to
determine their Year 2000 status.
The goal was to continue to meet the Company's obligations to
its customers and business partners without interruption as the
Company transitioned to the Year 2000. The Company has achieved
that goal and is not aware of any Year 2000 problems occurring
in its computer systems or embedded systems.
The Company is continuing to monitor all systems closely as
there is still the potential for Year 2000 related problems to
occur. The Company is confident, however, that it will not
encounter any problems that have a material effect on its
ability to continue to provide service to its customers and
business partners.
NOTE 13 - COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (FAS 130) establishes the requirement for
the reporting and display of comprehensive income and its
components in the financial statements. Comprehensive income is
defined by the FASB as all changes in an enterprise's equity
during a period other than those resulting from investments by
owners and distributions to owners. Comprehensive income
includes net income and other comprehensive income, which
includes all other non-owner related changes to equity and
includes unrealized gains and losses on available-for-sale debt
and equity securities and minimum pension liability adjustments.
FAS 130 also requires separate presentation of the accumulated
balance of other comprehensive income within the equity section
of a statement of financial position. The Company has presented
the required displays of total comprehensive income and its
components, along with the separate presentation of the
accumulated balance of other comprehensive income within the
Consolidated Statements of Equity.
Following are the FAS 130 disclosures of the related tax effects
allocated to each component of other comprehensive income and
the accumulated other comprehensive income balances required by
FAS 130.
The related federal income tax effects allocated to each
component of other comprehensive income are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1999
----------------------------
Before-Tax Tax Net-of-Tax
Amount Benefit Amount
---------- ------- ----------
(in thousands)
<S> <C> <C> <C>
Unrealized losses on securities:
Unrealized losses arising during 1999 $(96,070) $33,624 $(62,446)
Less: reclassification adjustments
for losses realized in net income 135 (47) 88
-------- ------- --------
Net unrealized losses (95,935) 33,577 (62,358)
-------- ------- --------
Minimum pension liability adjustment (2,054) 719 (1,335)
-------- ------- --------
Other comprehensive income $(97,989) $34,296 $(63,693)
======== ======= ========
<CAPTION>
Year Ended December 31, 1998
----------------------------
Before-Tax Tax Net-of-Tax
Amount Benefit Amount
---------- ------- ----------
(in thousands)
<S> <C> <C> <C>
Unrealized losses on securities:
Unrealized losses arising during 1998 $(30,429) $10,650 $(19,779)
Less: reclassification adjustments
for gains realized in net income (5,560) 1,946 (3,614)
-------- ------- --------
Net unrealized losses (35,989) 12,596 (23,393)
-------- ------- --------
Minimum pension liability adjustment (9,432) 3,301 (6,131)
-------- ------- --------
Other comprehensive income $(45,421) $15,897 $(29,524)
======== ======= ========
</TABLE>
PART II - OTHER INFORMATION
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.
RULE 484 UNDERTAKING
Reference is made to the Amended Articles of
Incorporation and Code of Regulations of The Union Central Life
Insurance Company (the "Code of Regulations"), filed as an
exhibit to this Registration Statement. Specifically, Article
VII of the Code of Regulations provides that Depositor shall, to
the full extent permitted by the General Corporation Law of
Ohio, indemnify any person who is or was a director or officer
of the Depositor and whom it may indemnify pursuant thereto.
The Depositor may, within the sole discretion of its Board of
Directors, indemnify in whole or in part any other person whom
it may indemnify pursuant thereto.
Section 1701.13 of the Ohio General Corporation Law
provides as follows:
(E)(1) A corporation may indemnify or agree to
indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in
the right of the corporation, by reason of the fact that he is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding, if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify
any person who was or is a party, or is threatened to made a
party, to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless, and only
to the extent that, the court of common pleas or the court in
which such action or suit was brought determines, upon
application, that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the
court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only
liability asserted against a director is pursuant to section
1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the
merits or otherwise in defense of any action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with
the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2)
of this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon a
determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section.
Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are
not parties to or threatened with the action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section;
(b) If the quorum described in division
(E)(4)(a) of this section is not obtainable or if a majority
vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who
has been retained by or who has performed services for the
corporation or any person to be indemnified within the past five
years;
(c) By the shareholders;
(d) By the court of common pleas or the court in
which the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section was brought.
Any determination made by the disinterested
directors under division (E)(4)(a) or by independent legal
counsel under division (E)(4)(b) of this section shall be
promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after
receipt of such notification, such person shall have the right
to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or
omission that is the subject of an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section, the
articles or the regulations of a corporation state, by specific
reference to this division, that the provisions of this division
do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending
the action, suit, or proceeding shall be paid by the corporation
as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by
or on behalf of the director in which he agrees to do both of
the following:
(i) Repay such amount if it is proved by
clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act
or omission undertaken with deliberate intent to cause injury to
the corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the
corporation concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees,
incurred by a director, trustee, officer, employee, member,
manager, or agent in defending any action, suit, or proceeding
referred to in division (E)(1) or (2) of this section, may be
paid by the corporation as they are incurred, in advance of the
final disposition of the action, suit, or proceeding, as
authorized by the directors in the specific case, upon the
receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay
such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section
shall not be exclusive of, and shall be in addition to, any
other rights granted to those seeking indemnification under the
articles, the regulations, any agreement, a vote of shareholders
or disinterested directors, or otherwise, both as to action in
their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as
to a person who has ceased to be a director, trustee, officer,
employee, member, manager or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance
or furnish similar protection, including, but not limited to,
trust funds, letters of credit, or self-insurance, on behalf of
or for any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request
of the corporation as a director, trustee, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under this section. Insurance may be
purchased from or maintained with a person in which the
corporation has financial interest.
(8) The authority of a corporation to indemnify
persons pursuant to division (E)(1) or (2) of this section does
not limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section,
"corporation" includes all constituent entities in a
consolidation or merger and the new or surviving corporation, so
that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity,
or is or was serving at the request of such constituent entity
as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
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 may be against public policy as
expressed in the Act and may be, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person
of the Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
REPRESENTATIONS PURSUANT TO SECTION 26(e)
The Union Central Life Insurance Company hereby represents
that the fees and charges deducted under the Policy, in the
aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by
The Union Central Life Insurance Company.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of the following
papers and documents:
The facing sheet.
A reconciliation and tie of the information shown in the
prospectus with the items of Form N-8B-2.
The prospectus consisting of ___ pages.
The Undertaking to File Reports.
The Rule 484 Undertaking.
The signatures.
Written consents of the following persons:
Sutherland Asbill & Brennan, LLP
Ernst & Young LLP
The following exhibits:
1.A.(1) Resolutions Establishing Carillon Life Account *
(2) None
(3)(a) Underwriting Agreement***
(b) Form of Selling Agreement**
(c) Sales Representatives Agent Agreement
(Including Compensation Schedule)***
(4) None
(5)(a) Specimen of Policy**
(b) Riders and Endorsements
Term Insurance Rider for Other Insured Persons*
Schedule Increase Option Rider for the Insured*
Cost of Living Rider for the Insured*
Guaranteed Insurability Option Rider*
Accidental Death Benefit Rider*
Children's Insurance Rider*
Total Disability Benefit Rider*
Guaranteed Death Benefit Rider (No-lapse Rider
in Maryland)*
Insurance Exchange Rider**
Maturity Extension Endorsement
Accounting Benefit Rider
Annual Renewable Term Rider
Monthly Deduction Endorsement
(6) Amended Articles of Incorporation and Code of
Regulations of The Union Central Life Insurance
Company *
(7) None
(8) None
(9)(a) Participation Agreement - Scudder Variable Life
Investment Fund*
(b) Participation Agreement - TCI Portfolios, Inc.
(now known as American Century Variable
Portfolios, Inc.)*
(c) Participation Agreement - MFS Variable Insurance
Trust*
(d) Participation Agreement - AIM Variable Insurance
Funds, Inc.
(e) Participation Agreement - Franklin Templeton
Variable Insurance Products Trust
(10) Form of Application for Policy *
2. See Exhibit 3.(i)
3.(i) Opinion and Consent of Theresa M. Brunsman, Esq.
As to the Legality of the Securities Being
Registered
4. None
5. Inapplicable
6. Consent of Sutherland, Asbill & Brennan LLP
7. Powers of Attorney
Philip G. Barach**
William A. Friedlander*
William G. Kagler*
Lawrence A. Leser*
Francis V. Mastrianna, Ph.D.*
Mary D. Nelson, FSA*
Thomas E. Petry*
Myrtis H. Powell, Ph.D.****
Dudley S. Taft*
John M. Tew, Jr., M.D.*
8. Notice of Withdrawal Right for Policies**
9. Consent of Ernst & Young LLP
10. Memorandum describing Certain Procedures, filed
pursuant to Rule 6e-3(T)(b)(12)(iii)**
* Incorporated by reference to the Registrant's initial
registration statement on Form S-6 of its related individual
variable life insurance policy (File No. 33-94858), filed July
21, 1995
** Incorporated by reference to the Registrant's Pre-
Effective Amendment No. 1 (filed November 30, 1995) on Form S-6
of its related individual variable life insurance policy
(File No. 33-94858)
*** Incorporated by reference to the Registrant's Post-
Effective Amendment No. 1 (filed April 30, 1996) on Form S-6 of
its related individual variable life insurance policy (File No.
33-94858)
**** Incorporated by reference to the Registrant's Post-
Effective Amendment No. 2 (filed April 30, 1997) on Form S-6 of
its related individual variable life insurance policy (File No.
33-94858)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Carillon Life Account, certifies that it has
duly caused this Pre-Effective Amendment No. 1 to this
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Cincinnati
and the State of Ohio, on the 25th day of July, 2000.
CARILLON LIFE ACCOUNT
(Registrant)
THE UNION CENTRAL LIFE INSURANCE
COMPANY
(SEAL) (Depositor)
ATTEST:/s/ John F. Labmeier By: /s/ John H. Jacobs
John H. Jacobs
President and
Chief Executive Officer
The Union Central Life
Insurance Company
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John H. Jacobs President and 7/25/00
John H. Jacobs Chief Executive Officer
(Principal Executive Officer)
/s/ Steven R. Hatcher Executive Vice President and 7/25/00
Stephen R. Hatcher Chief Financial Officer
(Principal Financial and
Accounting Officer)
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/ Philip G. Barach Director 7/25/00
Philip G. Barach
*/s/ William A. Friedlander Director 7/25/00
William A. Friedlander
*/s/ William G. Kagler Director 7/25/00
William G. Kagler
*/s/ Lawrence A. Leser Director 7/25/00
Lawrence A. Leser
*/s/ Francis V. Mastrianna, Ph.D. Director 7/25/00
Francis V. Mastrianna, Ph.D.
*/s/ Mary D. Nelson, FSA Director 7/25/00
Mary D. Nelson, FSA
*/s/ Thomas E. Petry Director 7/25/00
Thomas E. Petry
*/s/ Myrtis H. Powell, Ph.D. Director 7/25/00
Myrtis H. Powell, Ph.D.
*/s/ Dudley S. Taft Director 7/25/00
Dudley S. Taft
*/s/ John M. Tew, Jr., M.D. Director 7/25/00
John M. Tew, Jr., M.D.
</TABLE>
*/ By John F. Labmeier, pursuant to Power of Attorney
previously filed.
