Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Cova Variable Life Account One
(Exact Name of Trust)
B. Cova Financial Services Life Insurance Company
(Name of Depositor)
C. One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644
(Complete address of depositor's principal executive offices)
D. Name and complete address of agent for service:
Lorry J. Stensrud, President
Cova Financial Services Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644
(800) 523-1661
Copies to:
Judith A. Hasenauer and Bernard J. Spaulding
Blazzard, Grodd & Hasenauer, P.C. Senior Vice President and
P.O. Box 5108 General Counsel
Westport, CT 06881 Cova Financial Services
(203) 226-7866 Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644
E. Flexible Premium Joint and Last Survivor Variable Life Insurance Policy
(Title and amount of securities being registered)
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
Continuous offering
G. Amount of Filing Fee: Not Applicable
H. Approximate date of proposed public offering:
As soon as practicable after the effective date of this filing.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration 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 said Section 8(a), may determine.
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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
N-8B-2 Item Caption in Prospectus
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1 The Variable Insurance Policy
2 Other Information; The Company
3 Not Applicable
4 Other Information
5 The Separate Account
6(a) Not Applicable
(b) Not Applicable
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Purchases
11 Investment Options
12 Investment Options
13 Expenses
14 Purchases
15 Purchases
16 Investment Options
17 Access to Your Money
18 Access to Your Money
19 Reports to Owners
20 Not Applicable
21 Access to Your Money
22 Not Applicable
23 Not Applicable
24 Ownership
25 The Company
26 Expenses
27 The Company
28 The Company
29 The Company
30 The Company
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 The Company; Other Information
36 Not Applicable
37 Not Applicable
38 Other Information
39 Other Information
40 Not Applicable
41 Not Applicable
42 Not Applicable
43 Not Applicable
44 Purchases
45 Other Information
46 Access to Your Money
47 Not Applicable
48 Not Applicable
49 Not Applicable
50 Not Applicable
51 The Company; Purchases
52 Investment Options
53 The Separate Account
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
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EXPLANATORY NOTE
This Registration Statement contains 46 portfolios of the various underlying
investment options. Two versions (Version A and Version B) of the Prospectus
will be created from this Registration Statement. The only differences between
the two versions are the underlying investment options and the Illustrations.
One version will contain 41 portfolios (Version A) and the other version will
contain 6 portfolios (Version B). The distribution system for each version of
the Prospectus will be different. The Prospectus contained in this Registration
Statement will contain two sets of Illustrations - one for Version A of the
Prospectus and the other for Version B. The Prospectuses will be filed with the
Commission pursuant to Rule 497 under the Securities Act of 1933. The Registrant
undertakes to update this Explanatory Note, as needed, each time a
Post-Effective Amendment is filed.
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FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR
VARIABLE LIFE INSURANCE POLICY
issued by
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
COVA VARIABLE LIFE ACCOUNT ONE
This prospectus describes the Flexible Premium Joint and Last Survivor Variable
Life Insurance Policy that we are offering.
We have designed the Policy for use in estate and retirement planning and other
insurance needs of individuals. The Policy provides for maximum flexibility by
allowing you to vary your premium payments and to change the level of death
benefits payable.
You, the policyowner, have a number of investment choices in the Policy. These
investment choices include a General Account as well as the following 46
Investment Funds listed below which are offered through our Separate Account.
When you purchase a Policy, you bear the complete investment risk. This means
that the Cash Value of your Policy may increase and decrease depending upon the
investment performance of the Investment Fund(s) you select. The duration of the
Policy and, under some circumstances, the death benefit will increase and
decrease depending upon investment performance.
AIM Variable Insurance Funds, Inc.
Advisor: A I M Advisors, Inc.
AIM V.I. Capital Appreciation Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund
Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management L.P.
Premier Growth Fund
Real Estate Investment Fund
Cova Series Trust
Advisor: J.P. Morgan Investment Management Inc.
Select Equity Fund
Small Cap Stock Fund
International Equity Fund
Quality Bond Fund
Large Cap Stock Fund
Advisor: Lord, Abbett & Co.
Bond Debenture Fund
Mid-Cap Value Fund
Large Cap Research Fund
Developing Growth Fund
Lord Abbett Growth and Income Fund
General American Capital Company
Advisor: Conning Asset Management Company
Money Market Fund
Goldman Sachs Variable Insurance Trust
Advisor: Goldman Sachs Asset Management
Goldman Sachs Growth and Income
Fund
Advisor: Goldman Sachs Asset Management
International
Goldman Sachs International Equity
Fund
Goldman Sachs Global Income Fund
Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.
Kemper Small Cap Value Fund
Kemper Government Securities Fund
Kemper Small Cap Growth Fund
Liberty Variable Investment Trust
Advisor: Newport Fund Management Inc.
Newport Tiger, Variable Series
MFS(R) Variable Insurance Trust(SM)
Advisor: MFS Investment Management (R)
MFS Emerging Growth Fund
MFS Research Fund
MFS Growth With Income Fund
MFS High Income Fund
MFS Global Governments Fund
Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Main Street Growth & Income
Fund/VA
Oppenheimer Strategic Bond Fund/VA
Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.
Putnam VT Growth and Income Fund-Class IA
Shares
Putnam VT International Growth Fund-Class IA
Shares
Putnam VT International New Opportunities
Fund-Class IA Shares
Putnam VT New Value Fund-Class IA Shares
Putnam VT Vista Fund-Class IA Shares
Templeton Variable Products Series Fund
Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund-
Class 1
Advisor: Templeton Investment Counsel, Inc.
Templeton International Fund-Class 1
Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund-
Class 1
Russell Insurance Funds
Advisor: Frank Russell Investment
Management Company
Multi-Style Equity Fund
Aggressive Equity Fund
Non-U.S. Fund
Real Estate Securities Fund
Core Bond Fund
Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the Flexible Premium Joint
and Last Survivor Variable Life Insurance Policy. The Securities and Exchange
Commission maintains a Web site (http://www.sec.gov) that contains information
regarding registrants that file electronically with the Commission.
The Policy:
* is not a bank deposit.
* is not federally insured.
* is not endorsed by any bank or government agency.
The Policy is subject to investment risk. You may be subject to loss of
principal.
The SEC has not approved the Policy or determined that this prospectus is
accurate or complete. Any representation that it has is a criminal offense.
DATE:
TABLE OF CONTENTS
SPECIAL TERMS....................................................................................................11
SUMMARY ........................................................................................................14
The Variable Life Insurance Policy......................................................................14
Purchases...............................................................................................14
Investment Choices......................................................................................15
Expenses ...............................................................................................16
Death Benefit...........................................................................................18
Taxes ...............................................................................................19
Access to Your Money....................................................................................19
Other Information.......................................................................................19
Inquiries...............................................................................................20
PART I ........................................................................................................22
The Variable Life Insurance Policy......................................................................22
Purchases...............................................................................................22
Application for a Policy.......................................................................22
Premiums..............................................................................22
Unscheduled Premiums...........................................................................23
Lapse and Grace Period.........................................................................23
Reinstatement..................................................................................24
Allocation of Premium..........................................................................25
Cash Value of your Policy......................................................................25
Method of Determining Cash Value of an Investment Fund.........................................25
Net Investment Factor..........................................................................26
Our Right to Reject or Return a Premium Payment................................................27
Investment Funds........................................................................................28
Substitution and Limitations on Further Investments............................................31
Transfers......................................................................................31
Dollar Cost Averaging..........................................................................32
Portfolio Rebalancing..........................................................................32
Expenses ...............................................................................................33
Tax Charges....................................................................................33
Sales Charge...................................................................................33
Selection and Issue Expense Charge.............................................................34
Monthly Policy Charge..........................................................................34
Monthly Cost of Insurance......................................................................34
Charges for Additional Benefit Riders..........................................................36
Mortality and Expense Risk Charge..............................................................36
Surrender Charge...............................................................................37
Transaction Charges............................................................................38
Investment Fund Expenses.......................................................................38
DEATH BENEFIT...........................................................................................42
Change in Death Benefit........................................................................43
Decrease in Face Amount........................................................................44
TAXES ...............................................................................................44
Life Insurance in General......................................................................44
Taking Money out of Your Policy................................................................45
Diversification................................................................................45
ACCESS TO YOUR MONEY....................................................................................45
Policy Loans...................................................................................46
Loan Interest Charged..........................................................................46
Security ......................................................................................47
Repaying Policy Debt...........................................................................47
Partial Withdrawals............................................................................47
Pro-Rata Surrender.............................................................................49
Full Surrenders................................................................................49
OTHER INFORMATION.......................................................................................49
Cova ......................................................................................49
Distribution...................................................................................50
Year 2000......................................................................................50
The Separate Account...........................................................................50
Suspension of Payments or Transfers............................................................51
Ownership......................................................................................51
Adjustment of Charges..........................................................................52
PART II ........................................................................................................52
Executive Officers and Directors........................................................................52
Voting ...............................................................................................57
Disregard of Voting Instructions........................................................................58
Legal Opinions..........................................................................................58
Our Right to Contest....................................................................................58
Federal Tax Status......................................................................................59
Introduction...................................................................................59
Diversification................................................................................59
Tax Treatment of the Policy....................................................................61
Policy Proceeds................................................................................61
Tax Treatment of Loans And Surrenders..........................................................61
Multiple Policies..............................................................................62
Tax Treatment of Assignments...................................................................63
Qualified Plans................................................................................63
Reports to Owners.......................................................................................63
Legal Proceedings.......................................................................................63
Experts ...............................................................................................63
Financial Statements....................................................................................63
Appendix ...............................................................................................63
SPECIAL TERMS
We have tried to make this prospectus as readable and understandable for you as
possible. However, by the very nature of the Policy certain technical words or
terms are unavoidable. We have identified some of these terms and provided you
with a definition.
Attained Age - The Issue Age of an Insured plus the number of completed Policy
years.
Beneficiary - The person(s) named in the application or by later designation to
receive Policy proceeds in the event of the Last Insured's death. A Beneficiary
may be changed as set forth in the Policy and this prospectus.
Cash Value - The total of the amounts credited to the Owner in the Separate
Account, the General Account and the Loan Account.
Cash Surrender Value - The Cash Value of a Policy on the date of surrender, less
any Indebtedness, less any unpaid selection and issue expense charge due for the
remainder of the first Policy year, less any unpaid monthly Policy charge due
for the remainder of the first Policy year, and less any surrender charge.
Face Amount - The minimum death benefit under the Policy so long as the Policy
remains in force before the younger Insured's Attained Age 100.
General Account - Our assets other than those allocated to the Separate Account
or any other separate account.
Indebtedness - The sum of all unpaid Policy loans and accrued interest on loans.
Insureds - The persons whose lives are insured under the Policy.
Investment Funds - Investments within the Separate Account which we make
available under the Policy.
Investment Start Date - The date the initial premium is applied to the General
Account and/or the Investment Funds. This date is the later of the Issue Date or
the date the initial premium is received at our Service Office.
Issue Age - The age of each Insured at his or her nearest birthday as of the
Issue Date.
Issue Date - The date as of which insurance coverage begins under a Policy. It
is also the date from which Policy anniversaries, Policy years, and Policy
months are measured. It is the Effective Date of coverage under the Policy.
Last Insured - The Insured whose death succeeds the death of all other Insureds
under the Policy.
Loan Account - The account of Cova to which amounts securing Policy Loans are
allocated. The Loan Account is part of Cova's General Account.
Loan Subaccount - A Loan Subaccount has been established for the General Account
and for each Investment Fund. Any Cash Value transferred to the Loan Account
will be allocated to the appropriate Loan Subaccount to reflect the origin of
the Cash Value. At any point in time, the Loan Account will equal the sum of all
the Loan Subaccounts.
Monthly Anniversary - The same date in each succeeding month as the Issue Date
except that whenever the Monthly Anniversary falls on a date other than a
Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date.
If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that
does not have that number of days, then the Monthly Anniversary will be the last
day of that month.
Net Premium - The premium paid, less the premium tax charge, less the Federal
tax charge, less the sales charge.
Owner - The owner of a Policy, as designated in the application or as
subsequently changed.
Policy - The flexible premium joint and last survivor variable life insurance
Policy offered by us and described in this Prospectus.
Pro-Rata Surrender - A requested reduction of both the Face Amount and the Cash
Value by a given percentage.
Separate Account - Cova Variable Life Account One, a separate investment account
established by the Company to receive and invest the Net Premiums paid under the
Policy, and certain other variable life policies, and allocated by you to
provide variable benefits.
Service Office - Cova Financial Services Life Insurance Company, P.O. Box 66757,
St. Louis, MO 63166-6757.
Target Premium - A premium calculated when a Policy is issued, based on the
Insureds' joint age, sex (except in unisex policies) and risk class. The Target
Premium is used to calculate the first year's premium expense charge, the
surrender charge, and agent compensation under the Policy.
Valuation Date - Each day that the New York Stock Exchange is open for trading
and Cova is open for business.
Valuation Period - The period between two successive Valuation Dates, commencing
at the close of the New York Stock Exchange (usually 4:00 p.m. Eastern Standard
Time) on a Valuation Date and ending with the close of the New York Stock
Exchange on the next succeeding Valuation Date.
The prospectus is divided into three sections: the Summary, Part I and Part II.
The sections in the Summary correspond to sections in Part I of this prospectus
which discuss the topics in more detail. Part II contains even more detailed
information.
SUMMARY
The Variable Life Insurance Policy
The variable life insurance Policy is a contract between you, the owner, and us,
an insurance company. The Policy provides for the payment of a death benefit to
your selected Beneficiary upon the death of both of the persons Insured. This
death benefit is distributed free from Federal income taxes. The Policy can be
used as part of your estate planning or used to save for retirement. The
Insureds are the persons you choose to have their lives insured under the
Policy. You, the owner, can also be one of the Insureds, but you do not have to
be.
The Policy described in this prospectus is a flexible premium joint and last
survivor variable life insurance Policy. The Policy is "flexible" because:
* the frequency and amount of premium payments can vary;
* you can choose between death benefit options; and
* you can change the amount of insurance coverage.
The Policy is "variable" because the Cash Value of your Policy, when allocated
to the Investment Funds, may increase or decrease depending upon the investment
results of the selected Investment Funds. The duration of your Policy may vary,
and under certain circumstances, so may your death benefit.
So long as either Insured is alive, you can surrender the Policy for all or part
of its Cash Surrender Value. You may also obtain a Policy loan, using the Policy
as security. We will pay a death benefit when the Last Insured dies.
We make available a number of riders to meet a variety of your estate planning
needs. The minimum face amount of insurance that we offer is $100,000.
Purchases
You purchase the Policy by completing the proper forms. Your registered
representative can help you. In some circumstances, we may contact you for
additional information regarding the Insureds. We may require each of the
Insureds to provide us with medical records, physician's statement or a complete
paramedical examination.
The minimum initial premium we accept is computed for you based on the Face
Amount you request. The Policy is designed for the payment of subsequent
premiums. You can establish planned annual premiums. The minimum subsequent
premium that we accept is $10.
Investment Choices
You can put your money in our General Account or in any or all of the Investment
Funds listed below. A more detailed description of the Investment Funds, their
investment policies, restrictions, risks, and charges is contained in the
prospectuses for each Investment Fund, which accompany this prospectus. You
should read the prospectuses carefully.
The following is a list of the Investment Funds available under the Policy:
AIM Variable Insurance Funds, Inc.
Advisor: A I M Advisors, Inc.
AIM V.I. Capital Appreciation Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund
Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management L.P.
Premier Growth Fund
Real Estate Investment Fund
Cova Series Trust
Advisor: J.P. Morgan Investment Management
Inc.
Select Equity Fund
Small Cap Stock Fund
International Equity Fund
Quality Bond Fund
Large Cap Stock Fund
Advisor: Lord, Abbett & Co.
Bond Debenture Fund
Mid- Cap Value Fund
Large Cap Research Fund
Developing Growth Fund
Lord Abbett Growth and Income Fund
General American Capital Company
Advisor: Conning Asset Management Company
Money Market Fund
Goldman Sachs Variable Insurance Trust
Advisor: Goldman Sachs Asset Management
Goldman Sachs Growth and Income
Fund
Advisor: Goldman Sachs Asset Management
International
Goldman Sachs International Equity Fund
Goldman Sachs Global Income Fund
Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.
Kemper Small Cap Value Fund
Kemper Government Securities Fund
Kemper Small Cap Growth Fund
Liberty Variable Investment Trust
Advisor: Newport Fund Management Inc.
Newport Tiger, Variable Series
MFS(R) Variable Insurance Trust(SM)
Advisor: MFS Investment Management (R)
MFS Emerging Growth Fund
MFS Research Fund
MFS Growth With Income Fund
MFS High Income Fund
MFS Global Governments Fund
Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Main Street Growth & Income
Fund/VA
Oppenheimer Strategic Bond Fund/VA
Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.
Putnam VT Growth and Income Fund-
Class IA Shares
Putnam VT International Growth Fund-
Class IA Shares
Putnam VT International New
Opportunity Fund-Class IA Shares
Putnam VT New Value Fund-Class IA
Shares
Putnam VT Vista Fund-Class IA Shares
Templeton Variable Products Series Fund
Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund-
Class 1
Advisor: Templeton Investment Counsel, Inc.
Templeton International Fund-Class 1
Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund-Class 1
Russell Insurance Funds
Advisor: Frank Russell Investment Management
Company
Multi-Style Equity Fund
Aggressive Equity Fund
Non-U.S. Fund
Real Estate Securities Fund
Core Bond Fund
Expenses
We make certain deductions from your premiums, your Cash Value and from the
Investment Funds. These deductions are made for taxes, mortality and expense
risks, administrative expenses, sales charges, the cost of providing life
insurance protection and for the cost associated with the management and
investment operations of the Investment Funds. These deductions are summarized
as follows:
* Deductions from each premium payment.
Tax Charges. We currently deduct 1.3% of each premium payment to pay
the Federal Tax Charge. We also deduct a Premium Tax Charge to pay the
state and local premium taxes. The Premium Tax Charge ranges from 0%
to 3.5%, depending on the state.
Sales Charge. The Sales Charge, which is also referred to as the
percent of premium charge, is determined as follows:
(1) in the first Policy year, 15% of the amount you pay up to the
Target Premium, and 5% of the amount you pay over the Target
Premium;
(2) in the 2nd through 10th Policy years, 5% of the actual premium
you pay; and
(3) in the 11th Policy year and later, 2% of the actual premium you
pay.
* Monthly deductions from your Cash Value.
Selection and Issue Expense Charge. During the first 10 Policy years,
we assess a charge of up to 1% per $1000 of Face Amount. This charge
varies by Issue Age, risk class and sex (except in unisex policies) of
the Insureds.
Monthly Policy Charge. This charge is equal to $25 per month for the
first Policy year, and $6 per Policy month thereafter. This amount is
deducted from the Cash Value of your Policy on the Investment Start
Date and each Monthly Anniversary date.
Monthly Cost of Insurance. This amount is deducted monthly from your
Cash Value on the Investment Start Date and each Monthly Anniversary
date. The amount of the deduction varies with the age, sex (except in
unisex policies), risk class of the Insureds, duration, and the amount
of death benefit at risk.
Charges for Additional Benefit Riders. On each Monthly Anniversary
date, the amount of the charge, if any, for additional benefit riders
is determined in accordance with the rider and is shown on the
specifications page of your Policy.
* Deductions from the Investment Funds.
Mortality and Expense Risk Charge. This risk charge is guaranteed not
to exceed, on an annual basis, 0.55% of the average value of each of
your Investment Funds and is deducted each Valuation Date. The current
risk charge depends on the number of years your Policy has been in
force and is as follows:
Years Daily Charge Factor Annual Equivalent
----- ------------------- -----------------
1-10 .0015027% 0.55%
11-20 .0012301% 0.45%
21+ .0009572% 0.35%
This deduction is guaranteed not to increase while the Policy is in
force.
Other Expenses. There are deductions from and expenses paid out of the
assets of the Investment Funds.
* Deductions for surrenders, partial withdrawals and transfers.
Surrender Charge. A Surrender Charge may be deducted in the event you
make a full or partial withdrawal of your Policy. If you surrender
your Policy or let it lapse during the first ten Policy years, we will
keep part of the Cash Value of your Policy to help us recover the
costs of selling and issuing the Policy.
The Surrender Charge is 45% of the Target Premium if you surrender the
Policy or let it lapse during the first five Policy years. Afterwards,
the amount of the Surrender Charge goes down each month. After the
10th Policy year there is no charge. A Surrender Charge will apply to
any decrease in Face Amount.
There is a table in your Policy that shows the amount of the Target
Premium and the percentage of the Surrender Charge for each month.
If you make a partial withdrawal from your Policy, we will charge a
pro-rated portion of the Surrender Charge. There may also be a Partial
Withdrawal Fee charged.
Partial Withdrawal Fee and Transfer Fee. The first 12 requested
transfers or partial withdrawals in a Policy year are free. For each
partial withdrawal or transfer in excess of 12 in a Policy year, there
is a fee assessed which is currently equal to $25.
Death Benefit
The amount of the death benefit depends on:
* the Face Amount of your Policy;
* the death benefit option in effect at the time of the Last
Insured's death; and
* under some circumstances the Cash Value of your Policy.
There are three death benefit options: Option A, Option B and Option
C. If death benefit Option A is in effect, the death benefit is the
greater of your total Face Amount in effect or the Cash Value of your
Policy on the date of the Last Insured's death multiplied by the
applicable factor. Under this option, the amount of the death benefit
is fixed, except when we use the factor to determine the benefit
percentage.
If death benefit Option B is in effect, the death benefit is the greater of your
total Face Amount in effect plus the Cash Value of your Policy on the date of
the Last Insured's death, or the Cash Value of your Policy multiplied by the
applicable factor. Under this option, the amount of the death benefit is
variable (but will never be less than the Face Amount).
If death benefit Option C is in effect, the death benefit is the greater of your
total Face Amount in effect or the Cash Value on the date of the Last Insured's
death multiplied by an Attained Age factor.
So long as the Policy remains in force, prior to the younger Insured's Attached
Age 100, the minimum death benefit will be at least the current Face Amount.
Under certain circumstances you can change death benefit options. You can also
decrease the Face Amount under certain circumstances.
At the time of application for a Policy, you designate a Beneficiary who is the
person or persons who will receive the death proceeds. You can change your
Beneficiary unless you have designated an irrevocable Beneficiary. The
Beneficiary does not have to be a natural person.
Taxes
Your Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the Policy
should be excludable from the gross income of your Beneficiary. Any earnings in
your Policy are not taxed until you take them out. The tax treatment of the loan
proceeds and surrender proceeds will depend on whether the Policy is considered
a Modified Endowment Contract (MEC). Proceeds taken out of a MEC are considered
to come from earnings first and are includible in taxable income. If you are
younger than 59 1/2 when you take money out of a MEC, you may also be subject to
a 10% federal tax penalty on the earnings withdrawn.
Access to Your Money
You can terminate your Policy at any time during the lifetime of either Insured
and we will pay you the Cash Surrender Value of your Policy. At any time during
either of the Insureds' lifetimes and before the Policy has terminated, you may
withdraw a part of your Cash Value subject to the requirements of the Policy.
When you terminate your Policy or make a partial withdrawal, a surrender charge
and partial withdrawal fee may be assessed.
You can also borrow against the Cash Value of your Policy.
Other Information
Free Look. You can cancel the Policy within 20 days after you receive it (or
whatever period is required in your state) or the 45th day after you sign your
application, whichever period ends later. We will refund all premiums paid. Upon
completion of the underwriting process, we will allocate your initial Net
Premium to the Money Market Fund until the reallocation date, which occurs upon
the expiration of the free look period. After that, we will invest your Policy's
Cash Value and any subsequent premiums as you requested.
Who Should Purchase the Policy? The Policy is designed for individuals and
businesses that have a need for death protection but who also desire to
potentially increase the values in their policies through investment in the
Investment Funds. The Policy offers the following to individuals:
* create or conserve one's estate;
* supplement retirement income; and
* access to funds through loans and surrenders.
If you currently own a variable life insurance policy on the life of one of the
Insureds, you should consider whether the purchase of the Policy is appropriate.
Also, you should carefully consider whether the Policy should be used to replace
an existing Policy on the life of one of the Insureds.
Additional Features. The following additional features are offered:
* you can arrange to have a regular amount of money automatically
transferred from the Money Market Fund to selected Investment
Funds each month, theoretically giving you a lower average cost
per unit over time than a single one time purchase. We call this
feature Dollar Cost Averaging.
* you can arrange to automatically readjust your Cash Value between
Investment Funds periodically to keep the allocation you select.
We call this feature Portfolio Rebalancing.
* we also offer a number of additional riders that are common to
life insurance policies.
These features and riders may not be available in your state and may not be
suitable for your particular situation.
Inquiries
If you need more information about purchasing a Policy, please contact us at:
Cova Life Sales Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181
800-523-1661
If you need Policyowner service (such as changes in Policy information, inquiry
into Policy values, or to make a loan), please contact us at our service center:
Cova Financial Services Life Insurance Company
P.O. Box 66757
St. Louis, MO 63166-6757
800-xxx-xxxx
PART I
1. The Variable Life Insurance Policy
The variable life insurance Policy is a contract between you, the owner, and us,
an insurance company. This kind of Policy is most commonly used for retirement
planning and/or estate planning.
The Policy provides for life insurance coverage on the Insureds. It has a Cash
Value, a death benefit, surrender rights, loan privileges and other
characteristics associated with traditional and universal life insurance.
However, since the Policy is a variable life insurance Policy, the value of your
Policy will increase or decrease depending upon the investment experience of the
Investment Funds you choose. The duration or amount of the death benefit may
also vary based on the investment performance of the underlying Investment
Funds. To the extent you select any of the Investment Funds, you bear the
investment risk. If your Cash Value less any loans, loan interest accrued,
unpaid selection and issue charge due for the remainder of the first Policy
year, and if surrender charges and any partial withdrawal fee is insufficient to
pay the monthly deductions, the Policy may terminate.
Because the Policy is like traditional and universal life insurance, it provides
a death benefit which is paid to your named Beneficiary. When both of the
Insureds die, the death proceeds are paid to your Beneficiary which should be
excludable from the gross income of the Beneficiary. The tax-free death proceeds
make this an excellent way to accumulate money you do not think you will use in
your lifetime. It is also a tax-efficient way to provide for those you leave
behind. If you need access to your money, you can borrow from the Policy, make a
total surrender or a partial withdrawal.
2. Purchases
Application for a Policy
In order to purchase a Policy, you must submit an application to us that
requests information about both of the proposed Insureds. In some cases, we will
ask for additional information. We may request that the proposed Insureds
provide us with medical records, a physician's statement or possibly require
other medical tests.
Premiums
Before coverage begins under a Policy, the application and the premium must be
in good order as determined by our administrative rules. You may receive a copy
of a Policy before that time for examination but there will be no coverage. Each
premium after the initial premium must be at least $10. The Policy is not
designed for professional market timing organizations, other entities, or
persons using programmed, large, or frequent transfers.
You can establish a schedule of planned premiums. We will send you billing
notices for these premium payments. A failure to pay such a premium payment will
not itself cause the Policy to lapse.
Unscheduled Premiums
You can make additional unscheduled premium payments at any time while the
Policy is in force. However, in order to preserve the favorable tax status of
the Policy, we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the Internal Revenue Code.
If Cova receives a premium payment which would cause the death benefit to
increase by an amount that exceeds the Net Premium portion of the payment, then
Cova reserves the right to:
(1) refuse that premium payment, or
(2) require additional evidence of insurability before it accepts the
premium.
Lapse and Grace Period
During the first 5 Policy years, your Policy will not lapse if the Cash
Surrender Value of your Policy is insufficient to pay for the monthly deductions
when:
* the sum of all premiums paid on the Policy (reduced by any partial
withdrawals and any outstanding loan balance) is at least equal to the
sum of the No Lapse Monthly Premiums for the elapsed months since the
Issue Date.
The No Lapse Monthly Premium amount is found on the specifications page of your
Policy. This amount may be modified if you change your Face Amount, make a
change in the premium class of the Insureds within 5 years of the Issue Date, or
if there is an addition or deletion of a rider.
Lapse will occur if:
* the Cash Surrender Value is not sufficient to cover the monthly
deduction (except for reasons stated above);
* the sum of all the premiums you paid into the Policy (reduced by any
partial withdrawal or any outstanding loan balance) is less than the
No Lapse Monthly Premium; and
* a grace period expires without a sufficient premium payment.
When a Policy is about to terminate, the Policy provides a grace period in order
for you to make a premium payment or a loan repayment to keep your Policy in
force. The grace period, which is 62 days, begins on the Monthly Anniversary on
which the Cash Surrender Value is insufficient to meet the next monthly
deduction. We will notify you by mail of the amount of additional premium that
must be paid to keep the Policy from terminating. If we do not receive the
required amount within the grace period, the Policy will lapse and terminate
without Cash Value.
If the Last Insured dies during the grace period, any overdue monthly deductions
will be deducted from the death benefit otherwise payable.
Reinstatement
If your Policy terminated at the end of a grace period, you can request that we
reinstate it (restore your insurance coverage) anytime within 5 years after its
termination. To reinstate your Policy you must:
* submit a written request for reinstatement;
* submit proof satisfactory to us that both of the Insureds are still
insurable at the risk class that applies for the latest Face Amount
portion then in effect (if only one Insured is alive on the date the
Policy lapsed, you need only submit proof for the living Insured);
* pay a Net Premium large enough to cover the monthly deductions that
were due at the time of lapse and 2 times the monthly deduction due at
the time of reinstatement; and
* pay an amount large enough to cover any loan interest due and unpaid
at the time of lapse.
The reinstatement date is the date on or following the day we approve the
application for reinstatement. The Cash Value of your Policy on the
reinstatement date is equal to:
* the amount of any Policy loan reinstated;
* increased by the Net Premiums paid at reinstatement, any Policy loan
paid at the time of reinstatement, and the amount of any surrender
charge paid at the time of lapse.
The Policy may not be reinstated if it has been surrendered or if an Insured who
was living at the time of lapse dies before the reinstatement date. There will
be a full monthly deduction for the Policy month which includes the
reinstatement date.
Allocation of Premium
When we receive a premium from you, we deduct:
* a Tax Charge for premium taxes and Federal taxes; and
* a Sales Charge.
The premium less these charges is referred to as the Net Premium. Your Net
Premium is allocated to the General Account or one or more of the Investment
Funds, as selected by you.
When we issue you a Policy, we automatically allocate your initial premium to
the Money Market Fund. Once the free look period expires, the Cash Value of your
Policy is allocated to the General Account and/or the Investment Funds in
accordance with your selections requested in the application. For any chosen
allocation, the minimum percentage that may be allocated is 5% of the Net
Premium and the percentages must be in whole numbers. This allocation is not
subject to the transfer fee provision. However, we reserve the right to limit
the number of selections that you may invest in at any one time.
Cash Value of your Policy
The Cash Value equals the sum of the amounts in the General Account, the
Investment Funds you have selected, and the Loan Account.
Method of Determining Cash Value of an Investment Fund
The value of your Policy will go up or down depending upon the investment
performance of the Investment Fund(s) you choose and the charges and deductions
made against your Policy.
The Cash Value of the Investment Funds is determined for each Valuation Period.
When we apply your initial premium to an Investment Fund, the Cash Value equals
the Net Premium allocated to the Investment Fund, minus the monthly deduction(s)
due from the Issue Date through the Investment Start Date. Thereafter, on each
Valuation Date, the Cash Value in an Investment Fund will equal:
(1) The Cash Value in the Investment Fund on the preceding Valuation Date,
multiplied by the Investment Fund's Net Investment Factor (defined
below) for the current Valuation Period; plus
(2) Any Net Premium payments received during the current Valuation Period
which are allocated to the Investment Fund; plus
(3) Any loan repayments allocated to the Investment Fund during the
current Valuation Period; plus
(4) Any amounts transferred to the Investment Fund from the General
Account or from another Investment Fund during the current Valuation
Period; plus
(5) That portion of the interest credited on outstanding loans which is
allocated to the Investment Fund during the current Valuation Period;
minus
(6) Any amounts transferred from the Investment Fund to the General
Account, Loan Account, or to another Investment Fund during the
current Valuation Period (including any transfer charges); minus
(7) Any partial withdrawals from the Investment Fund during the current
Valuation Period; minus
(8) Any withdrawal due to a pro-rata surrender from the Investment Fund
during the current Valuation Period; minus
(9) Any withdrawal or surrender charges incurred during the current
Valuation Period attributed to the Investment Fund in connection with
a partial withdrawal or pro-rata surrender; minus
(10) If a Monthly Anniversary occurs during the current Valuation Period,
the portion of the monthly deduction allocated to the Investment Fund
during the current Valuation Period to cover the Policy month which
starts during that Valuation Period.
Net Investment Factor
The Net Investment Factor measures the investment performance of an Investment
Fund during a Valuation Period. The Net Investment Factor for each Investment
Fund for a Valuation Period is calculated as follows:
(1) The value of the assets at the end of the preceding Valuation Period;
plus
(2) The investment income and capital gains, realized or unrealized,
credited to the assets in the Valuation Period for which the Net
Investment Factor is being determined; minus
(3) The capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus
(4) Any amount charged against each Investment Fund for taxes, including
any tax or other economic burden resulting from the application of the
tax laws determined by us to be properly attributable to the
Investment Funds, or any amount set aside during the Valuation Period
as a reserve for taxes attributable to the operation or maintenance of
each Investment Fund; minus
(5) The mortality and expense risk charge equal to a percentage of the
average net assets for each day in the Valuation Period. This charge,
for mortality and expense risks, is determined by the length of time
the Policy has been in force. It will not exceed the amounts shown in
the following table:
Policy Percentage of Effective
Years Avg. Net Assets Annual Rate
----- --------------- -----------
1-10 0.0015027 0.55%
11-20 0.0012301 0.45%
21+ 0.0009572 0.35%;
divided by
(6) The value of the assets at the end of the preceding Valuation Period.
Our Right to Reject or Return a Premium Payment
In order to receive the tax treatment for life insurance under the Internal
Revenue Code (Code), a Policy must initially qualify and continue to qualify as
life insurance under the Code. To maintain this qualification, we have reserved
the right under the Policy to return any premiums paid which we have determined
will cause the Policy to fail as life insurance. We also have the right to make
changes in the Policy or to make a distribution to the extent we determine this
is necessary to continue to qualify the Policy as life insurance. Such
distributions may have current income tax consequences to you.
If subsequent premiums will cause your Policy to become a Modified Endowment
Contract (MEC) we will contact you prior to applying the premium to your Policy.
If you elect to have the premium applied, we require that you acknowledge in
writing that you understand the tax consequences of a MEC before we will apply
the premiums.
3. Investment Funds
There are currently 46 Investment Funds available in connection with the Policy
we are offering here. The Investment Funds are offered through one of twelve
open-end, diversified management investment companies: (1) AIM Variable
Insurance Funds, Inc., (2) Alliance Variable Products Series Fund, Inc., (3)
Cova Series Trust, (4) General American Capital Company, (5) Goldman Sachs
Variable Insurance Trust, (6) Kemper Variable Series, (7) Liberty Variable
Investment Trust, (8) MFS Variable Insurance Trust, (9) Oppenheimer Variable
Account Funds, (10) Putnam Variable Trust, (11) Templeton Variable Product
Series Fund, and (12) Russell Insurance Funds.
Purchasers should read this prospectus and the accompanying prospectuses for the
above listed investment companies carefully before investing.
The following is a list of the Investment Funds and investment managers
available under the Policy:
AIM VARIABLE INSURANCE FUNDS, INC.
Advisor: A I M Advisors, Inc.
AIM V.I. Capital Appreciation Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC
Advisor: Alliance Capital Management, L.P.
Premier Growth Portfolio
Real Estate Investment Portfolio
COVA SERIES TRUST
Advisor: J.P. Morgan Investment Management, Inc.
Select Equity Portfolio
Small Cap Stock Portfolio
International Equity Portfolio
Quality Bond Portfolio
Large Cap Stock Portfolio
Advisor: Lord, Abbett & Co.
Bond Debenture Portfolio
Mid-Cap Value Portfolio
Large Cap Research Portfolio
Developing Growth Portfolio
Lord Abbett Growth & Income Portfolio
GENERAL AMERICAN CAPITAL COMPANY
Advisor: Conning Asset Management Company
Money Market Fund
GOLDMAN SACHS VARIABLE INSURANCE TRUST
Advisor: Goldman Sachs Asset Management
Goldman Sachs Growth and Income Fund
Advisor: Goldman Sachs Asset Management International
Goldman Sachs International Equity Fund
Goldman Sachs Global Income Fund
KEMPER VARIABLE SERIES
Advisor: Scudder Kemper Investments, Inc.
Kemper Small Cap Value Portfolio
Kemper Government Securities Portfolio
Kemper Small Cap Growth Portfolio
LIBERTY VARIABLE INVESTMENT TRUST
Advisor: Newport Fund Management, Inc.
Newport Tiger, Variable Series (a portfolio investing in equity securities
of companies located in certain countries of Asia)
MFS(R) VARIABLE INSURANCE TRUST(SM)
Advisor: MFS Investment Management (R)
MFS Emerging Growth Series
MFS Research Series
MFS Growth With Income Series
MFS High Income Series
MFS Global Governments Series
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Advisor: OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Strategic Bond Fund/VA
PUTNAM VARIABLE TRUST
Advisor: Putnam Investment Management, Inc.
Putnam VT Growth and Income Fund - Class IA Shares
Putnam VT International Growth Fund - Class IA Shares
Putnam VT International New Opportunities Fund - Class IA Shares
Putnam VT New Value Fund - Class IA Shares
Putnam VT Vista Fund - Class IA Shares (a stock portfolio)
TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares
Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund
Advisor: Templeton Investment Counsel, Inc.
Templeton International Fund
Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund
RUSSELL INSURANCE FUNDS
Advisor: Frank Russell Investment Management Company
Multi-Style Equity Fund
Aggressive Equity Fund
Non-U.S. Fund
Real Estate Securities Fund
Core Bond Fund
The investment objectives and policies of certain of the Investment Funds are
similar to the investment objectives and policies of other mutual funds that
certain of the investment advisers manage. Although the objectives and policies
may be similar, the investment results of the Investment Funds may be higher or
lower than the results of such other mutual funds. The investment advisers
cannot guarantee, and make no representation, that the investment results of
similar funds will be comparable even though the funds have the same advisers.
Shares of the Investment Funds may be offered in connection with certain
variable annuity contracts and variable life insurance policies of various life
insurance companies which may or may not be affiliated with us. Certain
Investment Funds may also be sold directly to qualified plans. The Funds believe
that offering their shares in this manner will not be disadvantageous to you.
We may enter into certain arrangements under which we are reimbursed by the
Investment Funds' advisers, distributors and/or affiliates for the
administrative services which we provide to the Funds.
Substitution and Limitations on Further Investments
We may substitute one of the Investment Funds you have selected with another
Investment Fund. We will not do this without the prior approval of the
Securities and Exchange Commission. We may also limit further investment in an
Investment Fund. We will give you notice of our intention to do this.
Transfers
At your request, we will transfer amounts in your Policy from any Investment
Fund to another Investment Fund, or to and from the General Account (subject to
restrictions). The minimum amount that can be transferred is the lesser of the
minimum transfer amount (currently $500), or the total value in an Investment
Fund or the General Account. You can make twelve transfers or partial
withdrawals in a Policy year without charge. We currently charge a transfer fee
of $25 for additional transfers in a Policy year.
You cannot make a transfer out of our General Account in the first Policy year.
The maximum amount you can transfer from the General Account in any Policy year
after the 1st is the greater of:
(a) 25% of a Policy's Cash Surrender Value in the General Account at the
beginning of the Policy year, or
(b) the previous Policy year's General Account maximum withdrawal amount,
not to exceed the total Cash Surrender Value of the Policy.
Transfers resulting from Policy loans will not be counted for purposes of the
limitations on the amount or frequency of transfers allowed in each Policy year.
We have not designed this Policy or the underlying Investment Funds for use by
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers. If it appears that there is a pattern
of exchanges that coincides with a "market timing" strategy and are disruptive
to the Investment Funds, the transfer will be refused. Policies under common
ownership or control may be aggregated for purposes of transfer limits. We will
coordinate with the Fund managers to restrict the transfer privilege or reject
any specific premium allocation request for any person, if, in the Investment
Fund manager's judgment, the Investment Fund would be unable to invest
effectively in accordance with its investment objectives and policies, or would
otherwise potentially be adversely affected.
Although we currently intend to continue to permit transfers for the foreseeable
future, the Policy provides that we may at any time revoke, modify, or limit the
transfer privilege.
Dollar Cost Averaging
Dollar cost averaging is a program which enables you to allocate specified
dollar amounts from the Money Market Fund to other Investment Funds on a monthly
basis. By allocating amounts on a monthly basis, you may be less susceptible to
the impact of market fluctuations.
Dollar cost averaging may be selected by completing the proper forms. The
minimum transfer amount is $100. The minimum amount that can be allocated to an
Investment Fund is 5% of the amount transferred. You can elect to participate in
this program at any time by properly completing the dollar cost averaging
election form.
Dollar cost averaging will terminate when any of the following occurs:
1) the value of the Money Market Fund is completely depleted; or
2) you request termination in writing.
There is no current charge for dollar cost averaging but we reserve the right to
charge for this program in the future. Transfers made under dollar cost
averaging do not count against the total of 12 transfers allowed without charge
in a Policy year. Dollar cost averaging cannot be used simultaneously with the
portfolio rebalancing program.
Portfolio Rebalancing
Over time, the funds in the General Account and the Investment Funds will
accumulate at different rates as a result of different investment returns. You
may direct us to automatically restore the balance of the Cash Value in the
General Account and in the Investment Funds to the percentages determined in
advance. There are two methods of rebalancing available - periodic and variance.
Periodic Rebalancing. Under this option you elect a frequency
(monthly, quarterly, semiannually or annually), measured from the
Policy Anniversary. On each date elected, we will rebalance the
Investment Funds and/or General Account to reallocate the Cash Value
according to the investment percentages you elected.
Variance Rebalancing. Under this option you elect a specific
allocation percentage for the General Account and each Investment
Fund. For each such account, the allocation percentage (if not zero)
must be a whole percentage and must not be less than five percent. You
also elect a maximum variance percentage (5%, 10%, 15%, or 20% only),
and can exclude specific Investment Funds and/or the General Account
from being rebalanced. On each Monthly Anniversary we will review the
current balances to determine whether any Investment Fund balance is
outside of the variance range (either above or below) as a percentage
of the specified allocation percentage. If any Investment Fund is
outside of the variance range, we will generate transfers to rebalance
all of the specified Investment Funds and/or the General Account back
to the predetermined percentages.
Transfers resulting from portfolio rebalancing will not be counted against the
total number of transfers allowed in a Policy year before a charge is applied.
You may elect either method of portfolio rebalancing by specifying it on the
Policy application, or may elect it later for an in force Policy, or may cancel
it, by submitting a change form acceptable to us.
We reserve the right to suspend portfolio rebalancing at any time on any class
of policies on a nondiscriminatory basis, or to charge an administrative fee for
election changes in excess of a specified number in a Policy year in accordance
with our administrative rules. Portfolio rebalancing cannot be used
simultaneously with the dollar cost averaging program.
4. Expenses
There are charges and other expenses associated with the Policy that reduce the
return on your investment in the Policy. The charges and expenses are:
Tax Charges
There are charges for Federal taxes, and state and local premium taxes which are
deducted from each premium payment. The Federal tax charge is currently 1.3% of
each premium. The premium tax charge currently ranges from 0% to 3.5% of premium
payments, depending on the state. The premium tax charge does not apply in
states that do not charge a premium tax. If the tax rates change, we may change
the amount of the deduction to cover the new rate.
Sales Charge
A sales charge will be deducted from each premium payment to partially
compensate us for expenses incurred in distributing the Policy and any
additional benefits provided by riders. We currently intend to deduct a sales
charge determined according to the following schedule:
Policy Year 1 : 15% of premium up to Target Premium; 5% of
premium above Target Premium
Policy Years 2-10 : 5% of all premium paid
Policy Years 11+ : 2% of all premium paid
For policies issued in the state of Oregon, the amounts shown above are
increased by 2%. The guaranteed sales charge varies for policies issued in
Texas. As of the date of this prospectus, the current sales charge for Texas
policies is the same as shown above.
The expenses covered by the sales charge include agent sales commissions, the
cost of printing prospectuses and sales literature, and any advertising costs.
Where policies are issued to Insureds with higher mortality risks or to Insureds
who have selected additional insurance benefits, a portion of the amount
deducted for the sales charge is used to pay distribution expenses and other
costs associated with these additional coverages.
To the extent that sales expenses are not recovered from the sales charge and
the surrender charge, those expenses may be recovered from other sources,
including the mortality and expense risk charge described below.
Selection and Issue Expense Charge
During the first ten Policy years, we generally assess a monthly selection and
issue expense charge to cover the costs associated with the underwriting and
issue of the Policy. The monthly charge per $1,000 of Face Amount ranges from
approximately 4 cents to one dollar, and varies by Issue Age, risk class, and
(except on unisex Policies) sex of the Insureds. For policies issued in Texas,
the guaranteed selection and issue expense charge is level for the life of the
Policy to ensure compliance with the Texas non-forfeiture laws.
Monthly Policy Charge
We deduct a monthly policy charge on the Investment Start Date and each Monthly
Anniversary date. The charge is equal to $25 per Policy month for the first
Policy year. Thereafter, it is $6 per Policy month guaranteed not to increase
while the Policy is in force.
The charge reimburses us for expenses incurred in the administration of the
Policies. Such expenses include: 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 policyowner servicing and all accounting, valuation, regulatory and updating
requirements.
Monthly Cost of Insurance Charge
This charge compensates us for the insurance coverage we provide in the month
following the charge. The monthly cost of insurance charge for each Policy month
equals the total of the insurance risk charges for the Policy month for each
Face Amount portion then in effect.
The monthly cost of insurance charge is deducted on each Monthly Anniversary for
the following Policy month. The monthly cost of insurance charge is determined
in a manner that reflects the anticipated mortality of both Insureds and the
fact that the death benefit is not payable until the death of the Last Insured.
Because the monthly cost of insurance charge depends upon a number of variables,
the charge will vary for each Policy month. We will determine the cost of
insurance charge by multiplying the applicable cost of insurance rate or rates
by the net amount at risk (defined below) for each Policy month.
The monthly cost of insurance rates are determined at the beginning of each
Policy year. The rates will be based on the Attained Age, duration, rate class,
and (except for unisex policies) sex of the Insureds at issue. The monthly cost
of insurance rates generally increase as the Insureds' Attained Ages increase.
The rate class of the Insureds also will affect the cost of insurance rate. For
the initial Face Amount, we will use the rate class on the Issue Date. If the
death benefit equals a percentage of Cash Value, an increase in Cash Value will
cause an automatic increase in the death benefit. The rate class for such
increase will be the same as that used for the initial Face Amount.
We currently place Insureds into a preferred rate class, a standard rate class,
or into rate classes involving a higher mortality risk.
Actual monthly cost of insurance rates may change, and the actual monthly cost
of insurance charge will be determined by us based on our expectations as to
future mortality experience. However, the actual monthly cost of insurance rates
will not be greater than the guaranteed cost of insurance rates set forth in the
Policy. For Policies which are not in a substandard risk class, the guaranteed
cost of insurance rates are equal to 100% of the rates set forth in the
male/female smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and
SA and 1980 CSO Tables NG and SG for sex distinct policies and policies issued
in qualified pension plans; and 1980 CSO Tables NA and SA for unisex policies
issued in compliance with Montana law). All Policies are based on the Attained
Ages of the Insureds. Higher rates apply if either Insured is determined to be
in a substandard risk class.
In two otherwise identical policies, an Insured in the preferred rate class will
have a lower cost of insurance than an Insured in a rate class involving higher
mortality risk. Each rate class is also divided into two categories: smokers and
nonsmokers. Non- smoker Insureds will generally incur a lower cost of insurance
than similarly situated Insureds who smoke. (Insureds under Attained Age 20 are
automatically assigned to the non-smoker rate class.)
The net amount at risk for a Policy month is:
(1) the death benefit at the beginning of the Policy month divided by
1.0032737 (which reduces the net amount at risk, solely for purposes
of computing the cost of insurance, by taking into account assumed
monthly earnings at an annual rate of 4%); less
(2) the Cash Value at the beginning of the Policy month.
In calculating the monthly cost of insurance charges, the cost of insurance rate
for a Face Amount is applied to the net amount at risk for that Face Amount.
Charges for Additional Benefit Riders
The amount of the charge, if any, each Policy month for additional benefit
riders is determined in accordance with the rider and is shown on the
specifications page of your Policy.
Mortality and Expense Risk Charge
We will deduct a daily charge from the Investment Funds. The amount of the
deduction is determined as a percentage of the average net assets of each
Investment Fund. The current daily deduction percentages, and the equivalent
effective annual rates, are:
Daily
Policy Charge Annual
Years Factor Equivalent
- ------------------- ------------------- ------------------
1-10 .0015027% 0.55%
11-20 .0012301% 0.45%
21+ .0009572% 0.35%
This deduction is guaranteed not to increase while the Policy is in force. This
risk charge compensates us for assuming the mortality and expense risks under
the Policy. The mortality risk assumed by us is that the Insureds, as a group,
may not live as long as expected. The expense risk assumed by us is that actual
expenses may be greater than those assumed. We expect to profit from this
charge.
Surrender Charge
For up to 10 years after the Issue Date, we will impose a contingent deferred
sales charge, also referred to as a surrender charge, when the following occur:
* upon surrender or lapse of the Policy;
* upon a partial withdrawal; or
* upon a Pro-Rata Surrender.
The amount of the charge assessed will depend upon a number of factors,
including the type of event (a full surrender, lapse, or partial withdrawal),
the amount of any premium payments made under the Policy prior to the event, and
the number of Policy years having elapsed since the Policy was issued.
The surrender charge compensates us for expenses relating to the distribution of
the Policy, including agents' commissions, advertising, and the printing of the
Prospectus and sales literature.
The surrender charge percentage is shown in the following table.
If surrender or lapse occurs in The percentage of the annual
the last month of Policy Year: Target Premium payable is:
- ----------------------------------------------- -----------------------------------------------
1 through 5 45%
6 40%
7 30%
8 20%
9 10%
10 and later 0%
In addition, the percentages are reduced equally for each Policy month during
the years shown. For example, during the seventh year, the percentage is reduced
equally each month from 40% at the end of the sixth year to 30% at the end of
the seventh year. This table may be modified if required by law or regulation of
the governing jurisdiction.
The amount of the surrender charge deducted upon a partial withdrawal or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted if
the Policy were surrendered at that time. The fraction will be determined by
dividing the amount of the withdrawal by the Cash Value before the withdrawal
and multiplying the result by the surrender charge. Immediately after a
withdrawal, the Policy's remaining surrender charge will equal the amount of the
surrender charge immediately before the withdrawal less the amount deducted in
connection with the withdrawal.
Transaction Charges
There is no transaction charge for the first twelve partial withdrawals or
requested transfers in a Policy year. We will impose a charge of $25 for each
partial withdrawal or requested transfer in excess of twelve in a Policy year.
We may revoke or modify the privilege of transferring amounts to or from the
General Account at any time. Partial withdrawals and Pro-Rata Surrenders will
result in the imposition of the applicable surrender charge.
Investment Fund Expenses
The value of the net assets of the Investment Funds will reflect the investment
advisory fee and other expenses incurred by the underlying investment companies.
The Investment Fund expenses shown below are collected from the underlying
Investment Fund, and are not direct charges against the Separate Account assets
or reductions from the Policy's Cash Value. Expenses of the Funds are not fixed
or specified under the terms of the Policy, and actual expenses may vary. These
underlying Investment Fund expenses are taken into consideration in computing
each Investment Fund's net asset value, which is used to calculate the unit
values in the Separate Account. The management fees and other expenses are more
fully described in the prospectus of each individual Investment Fund. The
information relating to the Investment Fund expenses was provided by the
Investment Funds and was not independently verified by us. Except as otherwise
specifically noted, the management fees and other expenses are not currently
subject to fee waivers or expense reimbursements.
Annual Fund Operating Expenses
(as a percentage of average net assets)
Other Fund
Expenses
(after Total
reimbursement Annual
Management and/or waivers Fund
Investment Funds Fees as noted) Expenses
- ----------------- ---------- --------------- --------
AIM VARIABLE INSURANCE FUNDS, INC.
Advisor: A I M Advisors, Inc
AIM V.I. Capital Appreciation Fund 0.62% 0.05% 0.67%
AIM V.I. International Equity Fund 0.75% 0.16% 0.91%
AIM V.I. Value Fund 0.61% 0.05% 0.66%
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC
Advisor: Alliance Capital Management, L.P.
Premier Growth Fund(1) 1.00% 0.06% 1.06%
Real Estate Investment Fund(2) 0.08% 0.87% 0.95%
COVA SERIES TRUST(3)
Advisor: J.P. Morgan Investment Management, Inc.
Select Equity Fund 0.68% 0.18% 0.86%
Small Cap Stock Fund 0.85% 0.27% 1.12%
International Equity Fund 0.80% 0.28% 1.08%
Quality Bond Fund 0.55% 0.10% 0.65%
Large Cap Stock Fund 0.65% 0.10% 0.75%
Advisor: Lord, Abbett & Co.
Bond Debenture Fund 0.75% 0.10% 0.85%
Mid-Cap Value Fund 1.00% 0.30% 1.30%
Large Cap Research Fund 1.00 % 0.30% 1.30%
Developing Growth Fund 0.90 % 0.30% 1.20%
Lord Abbett Growth & Income Fund(4) 0.65 % 0.07% 0.72%
GENERAL AMERICAN CAPITAL COMPANY
Advisor: Conning Asset Management Company
Money Market Fund 0.125% 0.08% 0.205%
GOLDMAN SACHS VARIABLE INSURANCE TRUST(5)
Advisor: Goldman Sachs Asset Management
Goldman Sachs Growth and Income Fund 0.75% 0.15% 0.90%
Advisor: Goldman Sachs Asset Management International
Goldman Sachs International Equity Fund 1.00% 0.25% 1.25%
Goldman Sachs Global Income Fund 0.90% 0.15% 1.05%
KEMPER VARIABLE SERIES
Advisor: Scudder Kemper Investments, Inc.
Kemper Small Cap Value Fund(6) 0.75% 0.05% 0.80%
Kemper Government Securities Fund 0.55% 0.11% 0.66%
Kemper Small Cap Growth Fund 0.65% 0.05% 0.70%
LIBERTY VARIABLE INVESTMENT TRUST
Advisor: Newport Fund Management, Inc.
Newport Tiger, Variable Series 0.90% 0.40% 1.30%
MFS(R) VARIABLE INSURANCE TRUST(SM)(7)
Advisor: MFS Investment Management(R)
MFS Emerging Growth Fund 0.75% 0.10% 0.85%
MFS Research Fund 0.75% 0.11% 0.86%
MFS Growth With Income Fund 0.75% 0.13% 0.88%
MFS High Income Fund 0.75% 0.28% 1.03%
MFS Global Governments Fund(8) 0.75% 0.26% 1.01%
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Advisor: OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA 0.74% 0.04% 0.78%
Oppenheimer Bond Fund/VA 0.72% 0.02% 0.74%
Oppenheimer Capital Appreciation Fund/VA 0.72% 0.03% 0.75%
Oppenheimer Main Street Growth and Income Fund/VA 0.74% 0.05% 0.79%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.06% 0.80%
PUTNAM VARIABLE TRUST
Advisor: Putnam Investment Management, Inc.
Putnam VT Growth and Income Fund-Class IA Shares 0.46% 0.04% 0.50%
Putnam VT International Growth Fund-Class IA Shares 0.80% 0.27% 1.07%
Putnam VT International New Opportunity Fund-
Class IA Shares(9) 1.18% 0.42% 1.60%
Putnam VT New Value Fund-Class IA Shares 0.70% 0.11% 0.81%
Putnam VT Vista Fund-Class IA Shares 0.65% 0.12% 0.77%
TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares
Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund 1.25% 0.41% 1.66%
Advisor: Templeton Investment Counsel, Inc
Templeton International Fund 0.69% 0.17% 0.86%
Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund(10) 0.00% 1.00% 1.00%
RUSSELL INSURANCE FUNDS(11)
Advisor: Frank Russell Investment Management Company
Multi-Style Equity Fund 0.49% 0.43% 0.92%
Aggressive Equity Fund 0.51% 0.74% 1.25%
Non-U.S. Fund 0.00% 1.30% 1.30%
Real Estate Securities Fund 0.85% 0.30% 1.15%
Core Bond Fund 0.12% 0.68% 0.80%
<FN>
(1) The adviser to the Fund discontinued the expense reimbursement with respect
to the Premier Growth Portfolio effective May 1, 1998.
(2) The expenses shown with respect to the Real Estate Investment Portfolio are
net of voluntary reimbursements. Expenses have been capped at .95% annually
and the adviser to the Fund intends to continue such reimbursements for the
foreseeable future. The estimated expenses for the Real Estate Investment
Portfolio, before reimbursement, are: .90% management fees and 1.41% for
other expenses.
(3) Since May 1, 1996, Cova has been reimbursing the Investment Funds of Cova
Series Trust for all operating expenses (exclusive of the management fees)
in excess of approximately .10%. Effective May 1, 1999, Cova discontinued
this reimbursement arrangement for the Select Equity, Small Cap Stock and
International Equity Portfolios. Therefore, the amounts shown above under
"Other Expenses" have been restated to reflect the actual expenses for
these Portfolios for the year ended December 31, 1998. Also beginning May
1, 1999, Cova is reimbursing the Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios for all operating expenses (exclusive of the
management fees) in excess of approximately .30%, instead of .10%. This
change is reflected above under "Other Expenses" for these three
Portfolios. Absent the expense reimbursement, the percentages shown for
total annual portfolio expenses for the year ended December 31, 1998 would
have been .86% for the Quality Bond Portfolio, .94% for the Large Cap Stock
Portfolio, .93% for the Bond Debenture Portfolio, 1.68% for the Mid-Cap
Value Portfolio, 1.95% for the Large Cap Research Portfolio and 1.70% for
the Developing Growth Portfolio.
(4) Estimated. The Portfolio commenced investment operations on January 8,
1999.
(5) The investment advisers to the Goldman Sachs Growth and Income,
International Equity and Global Income Funds have voluntarily agreed to
reduce or limit certain "Other Expenses" of such Funds (excluding
management fees, taxes, interest and brokerage fees and litigation,
indemnification and other extraordinary expenses) to the extent such
expenses exceed 0.15%, 0.25% and 0.15% per year of such Funds' average
daily net assets, respectively. The expenses shown include this
reimbursement. If not included, the "Other Expenses" and "Total Annual Fund
Expenses" for the Goldman Sachs Growth and Income, International Equity and
Global Income Funds would be 1.94% and 2.69%, 1.97% and 2.97% and 2.40% and
3.30%, respectively. The reductions or limitations may be discontinued or
modified by the investment advisers in their discretion at any time.
(6) Pursuant to its agreement with Kemper Variable Series, the investment
manager and the accounting agent have agreed, for the one year period
commencing on May 1, 1999, to limit their respective fees and to reimburse
other operating expenses, in a manner communicated to the Board of the
Fund, to the extent necessary to limit total operating expenses of the
Kemper Small Cap Value Portfolio to .84%. The amounts set forth in the
table above reflect actual expenses for the past fiscal year, which were
lower than these expense limits.
(7) 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. Each series may enter into
other such arrangements and directed brokerage arrangements, which would
also have the effect of reducing the series' expenses. Expenses do not take
into account these expense reductions, and are therefore higher than the
actual expenses of the series.
(8) MFS has agreed to bear expenses for the MFS Global Governments Series,
subject to reimbursement by the series, such that the series' "Other
Expenses" do not exceed 0.25% of the average daily net assets of the series
during the current fiscal year. Absent the expense reimbursement, the Total
Annual Fund Expenses for the year ended December 31, 1998, would have been
1.11% for the MFS Global Governments Series. The payments made by MFS on
behalf of the series under this arrangement are subject to reimbursement by
the series to MFS, which will be accomplished by the payment of an expense
reimbursement fee by the series to MFS computed and paid monthly at a
percentage of the series' average daily net assets for its then current
fiscal year, with a limitation that immediately after such payment, the
series' "Other Expenses" will not exceed the percentage set forth above for
the series. The obligation of MFS to bear a series' "Other Expenses"
pursuant to this arrangement, and the series' obligation to pay the
reimbursement fee to MFS, terminates on the earlier of the date on which
payments made by the series equal the prior payment of such reimbursable
expenses by MFS or December 31, 2004. MFS may, in its discretion, terminate
this arrangement at an earlier date provided that the arrangement will
continue for the series until at least May 1, 2000, unless terminated with
the consent of the board of trustees which oversees the series.
(9) The Management Fees and Total Annual Portfolio Expenses reflect an expense
limitation. In the absence of the expense limitation, the Management Fees
and Total Annual Fund Expenses would have been 1.20% and 1.62%,
respectively.
(10) Figures reflect expenses from the Fund's inception on May 1, 1998 and are
annualized. The manager agreed in advance to limit management fees and make
certain payments to reduce Fund expenses as necessary so that Total Annual
Fund Expenses did not exceed 1.00% of the Fund's Class 1 net assets in
1998. The manager is contractually obligated to continue this arrangement
through 1999. Management Fees, Other Expenses and Total Annual Fund
Expenses in 1998 before any waivers were as follows: 0.60%, 2.27% and 2.87%
for the Mutual Shares Investments Fund.
(11) The manager of Russell Insurance Funds, Frank Russell Investment Management
Company, has contractually agreed, at least until April 30, 2000, to waive
a portion of the management fee, up to the full amount of the fee, equal to
the amount by which the Fund's total operating expenses exceed the amounts
set forth above under "Total Annual Fund Expenses." Additionally, the
manager has contractually agreed, at least until April 30, 2000, to
reimburse the Fund for all remaining expenses after fee waivers which
exceed the amount set forth above for each Fund under "Total Annual Fund
Expenses." Absent such waiver and reimbursement, the management fees and
total operating expenses would be .78% and 1.21% for the Multi-Style Equity
Fund; .95% and 1.67% for the Aggressive Equity Fund; .95% and 2.37% for the
Non-U.S. Fund; and .60% and 1.28% for the Core Bond Fund.
</FN>
5. DEATH BENEFIT
The amount of the death benefit depends on the total Face Amount, the Cash Value
of your Policy on the date of the Last Insured's death and the death benefit
option (Option A, Option B, or Option C) in effect at that time. The actual
amount we will pay the Beneficiary will be reduced by any Indebtedness.
The initial Face Amount and the death benefit option in effect on the Issue Date
are shown on the specifications page of your Policy.
Option A. The amount of the death benefit under Option A is the greater of:
* the Face Amount; or
* the Cash Value of your Policy on the date of the Last Insured's death
multiplied by the applicable multiple percentage shown in the
"Applicable Percentage of Cash Value Table For Younger Insureds Less
than Age 100" shown below.
Option B. The amount of the death benefit under Option B is the greater of:
* the Face Amount plus the Cash Value of your Policy on the date of the
Last Insured's death; or
* the Cash Value of your Policy on the date of the Last Insured's death
multiplied by the applicable multiple percentage shown in the
"Applicable Percentage of Cash Value Table For Younger Insureds Less
than Age 100" shown below.
Applicable Percentage of Cash Value Table
For Younger Insureds Less Than Age 100
Younger Insured Person's Age Policy Cash Value Multiple
Percentage
40 or under 250%
45 215%
50 185%
55 150%
60 130%
65 120%
70 115%
78 to 90 105%
95 to 99 101%
For ages that are not shown on this table the applicable percentage multiples
will decrease by a ratable portion for each full year.
Option C. The amount of the death benefit under Option C is the greater of:
* the Face Amount; or
* the Cash Value of your Policy on the date of the Last Insured's death
multiplied by the applicable factor from the Table of Attained Age
Factors shown in your Policy.
If your Policy is in force after the younger Insured's Attained Age is 100, then
the Death Benefit will be 101% of the Policy's Cash Value.
Change in Death Benefit
If the Policy was issued with either death benefit Option A or death benefit
Option B, the death benefit option may be changed. A Policy issued under death
benefit Option C may not be changed for the entire lifetime of the Policy.
Similarly, a Policy issued under either death benefit Option A or B may not
change to death benefit Option C for the lifetime of the Policy. A request for
change must be made to us in writing. The Effective Date of such a change will
be the Monthly Anniversary on or following the date we receive the change
request.
A death benefit Option A Policy may be changed to have death benefit Option B.
The Face Amount will be decreased to equal the death benefit less the Cash Value
on the Effective Date of the change. Satisfactory evidence of insurability must
be submitted to us in connection with a request for a change from death benefit
Option A to death benefit Option B. A change may not be made if it would result
in a Face Amount of less than the minimum Face Amount.
A death benefit Option B Policy may be changed to have death benefit Option A.
The Face Amount will be increased to equal the death benefit on the Effective
Date of the change.
A change in death benefit option may have Federal income tax consequences.
Decrease in Face Amount
Subject to certain limitations set forth below, you may decrease (but not
increase) the Face Amount of a Policy once each Policy year after the first
Policy year. A written request is required for a reduction in the Face Amount. A
reduction in Face Amount may affect the cost of insurance rate and the net
amount at risk, both of which affect your cost of insurance charge. A reduction
in the Face Amount of a Policy may have Federal income tax consequences.
Any decrease in the Face Amount will become effective on the Monthly Anniversary
on or following receipt of the written request by us. The amount of the
requested decrease must be at least $5,000 ($2,000 for policies issued in
qualified pension plans) and the Face Amount remaining in force after any
requested decrease may not be less than the minimum Face Amount. If you decrease
the Face Amount and the Policy does not comply with the maximum premium
limitations required by Federal tax law, the decrease may be limited or the Cash
Value may be returned to you (at your election), to the extent necessary to meet
these requirements.
6. TAXES
NOTE: We have prepared the following information on Federal income taxes as a
general discussion of the subject. It is not intended as tax advice to anyone.
You should consult your own tax adviser about your own circumstances. We have
included an additional discussion regarding taxes in Part II.
Life Insurance in General
Life insurance, such as this Policy, is a means of providing for death
protection and setting aside money for future needs. Congress recognized the
importance of such planning and provided special rules in the Internal Revenue
Code for life insurance.
Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your life insurance policy until you take the money out.
Beneficiaries generally are not taxed when they receive the death proceeds upon
the death of the Last Insured.
Taking Money out of Your Policy
You, as the owner, will not be taxed on increases in the value of your Policy
until a distribution occurs either as a surrender or as a loan. If your Policy
is a MEC, any loans or surrenders from the Policy will be treated as first
coming from earnings and then from your investment in the Policy. Consequently,
these earnings are included in taxable income.
The Internal Revenue Code (Code) also provides that any amount received from a
MEC which is included in income may be subject to a 10% penalty. The penalty
will not apply if the income received is: (1) paid on or after the taxpayer
reaches age 59 1/2 ; (2) paid if the taxpayer becomes totally disabled (as that
term is defined in the Code); or (3) in a series of substantially equal payments
made annually (or more frequently) for the life (or life expectancy) of the
taxpayer.
If your Policy is not a MEC, any surrender proceeds will be treated as first a
recovery of the investment in the Policy and to that extent will not be included
in taxable income. Furthermore any loan will be treated as Indebtedness under
the Policy and not as a taxable distribution. See "Tax Status" in Part II for
more details.
Diversification
The Internal Revenue Code provides that the underlying investments for a
variable life insurance policy must satisfy certain diversification requirements
in order to be treated as a life insurance contract. We believe that the
Investment Funds are being managed so as to comply with such requirements.
Under current federal tax law, it is unclear as to the circumstances under which
you, because of the degree of control you exercise over the underlying
investments, and not us would be considered the owner of the shares of the
Investment Funds. If you are considered the owner of the investments, it will
result in the loss of the favorable tax treatment for the Policy. It is unknown
to what extent owners are permitted to select Investment Funds, to make
transfers among the Investment Funds or the number and type of Investment Funds
owners may select from. If guidance from the Internal Revenue Service is
provided which is considered a new position, the guidance would generally be
applied prospectively. However, if such guidance is considered not to be a new
position, it may be applied retroactively. This would mean that you, as the
owner of the Policy, could be treated as the owner of the Investment Funds. Due
to the uncertainty in this area, we reserve the right to modify the Policy in an
attempt to maintain favorable tax treatment.
7. ACCESS TO YOUR MONEY
Policy Loans
We will loan money to you at the loan interest rate we establish. The request by
you for a loan must be in writing.
You may borrow an amount up to the loan value of the Policy. The loan value is:
* the Cash Value of the Policy on the date the loan request is received;
less
* interest to the next loan interest due date; less
* anticipated monthly deductions to the next loan interest due date;
less
* any existing loan; less
* any surrender charge; plus
* interest expected to be earned on the loan balance to the next loan
interest due date.
Policy loan interest is payable on each Policy anniversary. The minimum amount
that you can borrow is $500. The loan may be completely or partially repaid at
any time while either Insured is living. When a Policy loan is made, we will
deduct Cash Value from your Policy equal to the amount of the loan, plus
interest due and place it in the Loan Subaccount as security for the loan. This
Cash Value amount is expected to earn interest at a rate ("the earnings rate")
which is lower than the rate charged on the Policy loan ("the borrowing rate").
The Cash Value that we use as security will accrue interest daily at an annual
earnings rate of 4%.
Unless the Owner requests a different allocation, the Cash Value amount used as
security for the loan will be transferred from the Investment Funds and the
General Account on a pro-rata basis to the Loan Account. This will reduce the
Policy's Cash Value in the General Account and the Investment Fund(s). These
transactions will not be considered transfers for purposes of the limitations on
transfers between Investment Funds or to or from the General Account.
Interest credited to the Cash Value held in the Loan Subaccount as security for
the loan will be allocated on Policy anniversaries to the General Account and
the Investment Funds. The interest credited will also be transferred: (1) when a
new loan is made; (2) when a loan is partially or fully repaid; and (3) when an
amount is needed to meet a monthly deduction.
Policy loans may have Federal income tax consequences (see "Federal Tax
Status").
Loan Interest Charged
The borrowing rate we charge for Policy loan interest will be based on the
following schedule:
For Loans Annual
Outstanding During Interest Rate
------------------ -------------
Policy Years 1-10 4.50%
Policy Years 11-20 4.25%
Policy Years 21+ 4.15%
We will inform you of the current borrowing rate when a Policy loan is
requested.
Policy loan interest is due and payable annually on each Policy anniversary. If
you do not pay the interest when it is due, the unpaid loan interest will be
added to the outstanding Indebtedness as of the due date and you will be charged
interest at the same rate as the rest of the Indebtedness.
Security
The Policy will be the only security for the loan.
Repaying Policy Debt
You may repay the loan at any time prior to the death of the Last Insured and as
long as the Policy is in force. Any Indebtedness outstanding will be deducted
before any benefit proceeds are paid or applied under a payment option.
Repayments will be allocated to the General Account and the Investment Funds
based on how the Cash Value used for security was allocated. Unpaid loans and
loan interest will be deducted from any settlement of your Policy.
Any payments received from you will be applied as premiums, unless you clearly
request in writing that it be used as repayment of Indebtedness.
Partial Withdrawals
After the first Policy year, you may make partial withdrawals from the Policy's
Cash Surrender Value. Each Policy year you are allowed 12 free partial
withdrawals. For each partial withdrawal after 12, we impose a $25 fee. A
partial withdrawal may be subject to a surrender charge and have Federal income
tax consequences.
The minimum amount of a partial withdrawal request, net of any applicable fees
and surrender charges, is the lesser of:
a) $500 from an Investment Fund or the General Account; or
b) the Policy's Cash Value in an Investment Fund.
Partial withdrawals made during a Policy year are subject to the following
limitations. The maximum amount that may be withdrawn from an Investment Fund is
the Policy's Cash Value net of any applicable surrender charges and fees in that
Investment Fund. The total partial withdrawals and transfers from the General
Account over the Policy year may not exceed a maximum amount equal to the
greater of the following:
(1) 25% of the Cash Surrender Value in the General Account at the
beginning of the Policy year, multiplied by the withdrawal percentage
limit shown in the Policy; or
(2) the previous Policy year's maximum amount.
You may allocate the amount withdrawn plus any applicable surrender charges and
fees, subject to the above conditions, among the Investment Funds and the
General Account. If no allocation is specified, then the partial withdrawal will
be allocated among the Investment Funds and the General Account in the same
proportion that the Policy's Cash Value in each Investment Fund and the General
Account bears to the total Cash Value of the Policy, less the Cash Value in the
Loan Account, on the date the request for a partial withdrawal is received. If
the limitations on withdrawals from the General Account will not permit this
pro-rata allocation, you will be requested to provide an alternate allocation.
No amount may be withdrawn that would result in there being insufficient Cash
Value to meet any surrender charge and applicable fees that would be payable
immediately following the withdrawal upon the surrender of the remaining Cash
Value.
The death benefit will be affected by a partial withdrawal, unless death benefit
Option A or Option C is in effect and the withdrawal is made under the terms of
an anniversary partial withdrawal rider. If death benefit Option A or death
benefit Option C is in effect and the death benefit equals the Face Amount, then
a partial withdrawal will decrease the Face Amount by an amount equal to the
partial withdrawal plus the applicable surrender charge resulting from that
partial withdrawal. If the death benefit is based on a percentage of the Cash
Value, then a partial withdrawal will decrease the Face Amount by an amount by
which the partial withdrawal plus the applicable surrender charge and fees
exceeds the difference between the death benefit and the Face Amount. If death
benefit Option B is in effect, the Face Amount will not change.
The Face Amount remaining in force after a partial withdrawal may not be less
than the minimum Face Amount. Any request for a partial withdrawal that would
reduce the Face Amount below this amount will not be implemented.
Partial withdrawals may affect the way in which the cost of insurance charge is
calculated and the amount of pure insurance protection afforded under a Policy.
We may change the minimum amount required for a partial withdrawal or the number
of times partial withdrawals may be made.
Pro-Rata Surrender
After the first Policy year, you can make a Pro-Rata Surrender of the Policy.
The Pro- Rata Surrender will reduce the Face Amount and the Cash Value by a
percentage chosen by you. This percentage must be any whole number. A Pro-Rata
Surrender may have Federal income tax consequences. The percentage will be
applied to the Face Amount and the Cash Value on the Monthly Anniversary on or
following our receipt of the request.
You may allocate the amount of decrease in Cash Value plus any applicable
surrender charge and fees among the Investment Funds and the General Account. If
no allocation is specified, then the decrease in Cash Value and any applicable
surrender charge and fees will be allocated among the Investment Funds and the
General Account in the same proportion that the Policy's Cash Value in each
Investment Fund and the General Account bears to the total Cash Value of the
Policy, less the Cash Value in the Loan Account, on the date the request for
Pro-Rata Surrender is received.
A Pro-Rata Surrender cannot be processed if it will reduce the Face Amount below
the minimum Face Amount of the Policy. No Pro-Rata Surrender will be processed
for more Cash Surrender Value than is available on the date of the Pro-Rata
Surrender. A cash payment will be made to you for the amount of Cash Value
reduction less any applicable surrender charges and fees.
Pro-Rata Surrenders may affect the way in which the cost of insurance charge is
calculated and the amount of the pure insurance protection afforded under the
Policy.
Full Surrenders
To effect a full surrender, either the Policy must be returned to us along with
the request, or the request must be accompanied by a completed affidavit of
loss, which is available from us. Upon surrender, we will pay the Cash Surrender
Value to you in a single sum. We will determine the Cash Surrender Value as of
the date that we receive your written request at our Service Office. If the
request is received on a Monthly Anniversary, the monthly deduction otherwise
deductible will be included in the amount paid. Coverage under a Policy will
terminate as of the date of surrender. The Last Insured must be living at the
time of a surrender. A surrender may have Federal income tax consequences.
8. OTHER INFORMATION
Cova
Cova Financial Services Life Insurance Company (Cova) was incorporated on August
17, 1981, as Assurance Life Company, a Missouri corporation, and changed its
name to Xerox Financial Services Life Insurance Company in 1985. On June 1,
1995, a wholly-owned subsidiary of General American Life Insurance Company
purchased Cova, which on that date changed its name to Cova Financial Services
Life Insurance Company.
Cova is licensed to do business in the District of Columbia and all states
except for California, Maine, New Hampshire, New York and Vermont.
Distribution
Cova Life Sales Company (Life Sales), One Tower Lane, Suite 3000, Oakbrook
Terrace, Illinois 60181-4644, acts as the distributor of the Policies. Life
Sales is our affiliate.
[Commissions will be described in the Pre-Effective Amendment.]
The general agent commission schedules and rules differ for different types of
agency contracts.
Year 2000
We have developed and initiated plans to assure that our computer systems will
function properly in the year 2000 and later years. These efforts have included
receiving assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer systems of the advisers and sub-advisers of the various Investment
Funds underlying the Separate Account.
Although an assessment of the total cost of implementing these plans has not
been completed, the total amounts to be expended are not expected to have a
material effect on our financial position or results of operations. We believe
that we have taken all reasonable steps to address these potential problems.
There can be no guarantee, however, that the steps taken will be adequate to
avoid any adverse impact.
The Separate Account
We established a separate account, Cova Variable Life Account One (Separate
Account), to hold the assets that underlie the policies.
The assets of the Separate Account are held in our name on behalf of the
Separate Account and legally belong to us. However, those assets that underlie
the Policies, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from those assets are credited to or against the Policies
and not against any other policies we may issue.
Suspension of Payments or Transfers
We may be required to suspend or postpone any payments or transfers for any
period when:
1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings);
2) trading on the New York Stock Exchange is restricted;
3) an emergency exists as a result of which disposal of shares of the
Investment Funds is not reasonably practicable or we cannot reasonably
value the shares of the Investment Funds;
4) during any other period when the Securities and Exchange Commission,
by order, so permits for the protection of owners.
We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the General Account for not more than 6 months.
Ownership
Owner. The Insureds jointly are the Owner of the Policy unless another person or
entity is shown as the Owner in the application. The Owner is entitled to all
rights provided by the Policy. If there is more than one Owner at a given time,
all Owners must exercise the rights of ownership by joint action. If the Owner
dies, and the Owner is not one or both of the Insureds, the owner's interest in
the Policy becomes the property of his or her estate unless otherwise provided.
Unless otherwise provided, the Policy is jointly owned by all Owners named in
the Policy or by the survivors of those joint Owners.
Unless otherwise stated in the Policy, the final Owner is the estate of the last
joint Owner to die.
Beneficiary. The Beneficiary is the person(s) or entity you name to receive any
death proceeds. The Beneficiary is named at the time the Policy is issued unless
changed at a later date. You can name a contingent Beneficiary prior to the
death of the Last Insured. Unless an irrevocable Beneficiary has been named, you
can change the Beneficiary at any time before the Last Insured dies. If there is
an irrevocable Beneficiary, all Policy changes except premium allocations and
transfers require the consent of the Beneficiary.
Primary and contingent Beneficiaries are as named in the application, unless you
make a change. To change a Beneficiary, you must submit a written request to us.
We may require the Policy to record the change. The request will take effect
when signed, subject to any action we may take before receiving it.
One or more irrevocable Beneficiaries may be named.
If a Beneficiary is a minor, we will make payment to the guardian of his or her
estate. We may require proof of age of any Beneficiary.
Proceeds payable to a Beneficiary will be free from the claims of creditors, to
the extent allowed by law.
Assignment. You can assign the Policy. A copy of any assignment must be filed
with our Service Office. We are not responsible for the validity of any
assignment. If you assign the Policy, your rights and those of any
revocably-named person will be subject to the assignment. An assignment will not
affect any payments we may make or actions we may take before such assignment
has been recorded at our Service Office. This may be a taxable event. You should
consult a tax adviser if you wish to assign the Policy.
Adjustment of Charges
The Policy is available for purchase by individuals, corporations, and other
institutions. For certain individuals and certain corporate or other groups or
sponsored arrangements purchasing one or more policies, we may waive or adjust
the amount of the sales charge, contingent deferred sales charge, monthly
administrative charge, or other charges where the expenses associated with the
sale of the Policy or policies or the underwriting or other administrative costs
associated with the Policy or policies warrant an adjustment.
Sales, underwriting, or other administrative expenses may be reduced for reasons
such as expected economies resulting from a corporate purchase or a group or
sponsored arrangement; from the amount of the initial premium payment or
payments; or from the amount of projected premium payments. We will determine in
our discretion if, and in what amount, an adjustment is appropriate. We may
modify the criteria for qualification for adjustment of charges as experience is
gained, subject to the limitation that such adjustments will not be unfairly
discriminatory against the interests of any owner.
PART II
Executive Officers and Directors
Our directors and executive officers and their principal occupations for the
past 5 years are as follows:
Name of Principal Officers Principal Occupations During the Past Five Years
- -------------------------------------------------------------------------------------------------------------------
John W. Barber*** Director of Cova, First Cova Life Insurance Company
(FCLIC) and Cova Financial Life Insurance Company
CFLIC) - June, 1995 to present; Vice President and
Controller of General American - December, 1984 to
present; President and Director of Equity Intermediary
Company - October, 1988 to present.
William P. Boscow* Vice President of Cova and CFLIC - 1996 to present;
Senior Vice President of Cova Life Management
Company (CLMC), February, 1999 to present; First
Vice President of CLMC, 1996 - January, 1999.
Constance A. Doern**** Vice President of Cova and CFLIC - 1997 to
present, prior thereto Assistant Vice President from
1990 to 1996; Vice President of FCLIC - 1997 to
present, prior thereto Assistant Vice President from
1993 to 1996; Vice President of J&H/KVI - 1989 to
present.
Patricia E. Gubbe* Vice President of Cova and CFLIC - 1989 to present;
Vice President of FCLIC - 1992 to present; First Vice
President of CLMC - 1996 to present, prior thereto Vice
President from 1989 to 1996; President and Chief
Compliance Officer of CLSC from February, 1999 to
present; Vice President and Chief Compliance Officer
of CLSC - 1989 to January, 1999.
Philip A. Haley* Executive Vice President of Cova, CFLIC and FCLIC
- May 1997 to present; Vice President of Cova and
CFLIC - 1990 to 1997; Vice President of FCLIC -
1992 to present; Vice President of CLSC - 1991 to
present; Senior Vice President of CLMC - 1996 to
present, prior thereto Vice President from 1989 to
1996.
J. Robert Hopson* Vice President, Chief Actuary and Director of Cova
and CFLIC - 1991 to present; Vice President,
Chief Actuary and Director of FCLIC - 1992 to
present; Senior Vice President, Chief Actuary and
Director of CLMC - 1996 to present, prior thereto
Vice President and Director from 1993 to 1996 and
Vice President from 1991 to 1993.
Thomas E. Hughes, Jr.** Treasurer and Director of Cova and CFLIC - June,
1995 to present; Treasurer of FCLIC - June, 1995
to present; Corporate Actuary and Treasurer of
General American - October, 1994 to present.
Formerly, Executive Vice President - Group
Pensions General American - March, 1990 to
October, 1994. In addition to the Cova companies,
Director of the following General American
subsidiary companies: Paragon Life Insurance
Company and RGA Reinsurance Company -
October, 1994 to present. Treasurer of the following
General American subsidiary companies: Paragon
Life Insurance Company, General Life Insurance
Company of America, General Life Insurance
Company, General American Holding Company,
Red Oak Realty Company, Gen Mark Incorporated,
Walnut Street Securities, Inc., Walnut Street
Advisers Inc., White Oak Royalty Company,
Walnut Street Funds, Inc. and RGA Reinsurance
Company - October, 1994 to present.
Douglas E. Jacobs* Vice President of Cova, CFLIC and CLMC - 1985 to
present.
Lisa O. Kirchner**** Vice President of Cova - 1997 to present, prior
thereto Assistant Vice President from 1990 to 1996;
Vice President of CFLIC - 1997 to present, prior
thereto Assistant Vice President from 1988 to 1996;
Vice President of FCLIC - 1997 to present, prior
thereto Assistant Vice President from 1993 to 1996;
Vice President of J&H/KVI - 1985 to present.
Richard A. Liddy** Chairman of the Board of Directors of Cova, CFLIC,
FCLIC, CLMC, Advisory and Cova Investment
Allocation Corporation (Allocation) - April, 1997 to
present; Chairman of the Board, President and
Chief Executive Officer of General American - May,
1992 to present; Mr. Liddy also holds various
positions with the General American subsidiaries as
follows: Chairman of the Board and President of
General American Mutual Holding Company,
GenAmerica Corporation and General American
Holding Company; Chairman of the Board of
Security Equity Life Insurance Company, Conning
Corporation, The Walnut Street Funds, Inc.,
General American Capital Company, Reinsurance
Group of America, Inc., RGA Life Reinsurance
Company of Canada and RGA Reinsurance
Company.
William C. Mair* Vice President and Director of Cova, CFLIC and
FCLIC from 1995 to present; Vice President,
Controller and Director of Cova from 1995 to 1998,
prior thereto Vice President, Controller, Treasurer
and Director. Vice President, Controller and
Director of CFLIC from 1995 to 1998, prior thereto
Vice President, Controller, Treasurer and Director;
Director of FCLIC from 1993 to present; Vice
President, Controller and Director of FCLIC from
1992 to 1998; Secretary of FCLIC from 1992 to 1995;
Vice President, Treasurer, Controller and Director of
Advisory - 1993 to present; Vice President,
Treasurer, Controller and Director of Allocation -
1994 to present; Director of CLSC - 1992 to present;
Senior Vice President, Treasurer, Controller and
Director of CLMC - 1989 to present; Vice President,
Treasurer, Controller, Chief Financial Officer,
Chief Accounting Officer and Trustee of Cova Series
Trust - 1996 to present.
Matthew P. McCauley** Assistant Secretary and Director of Cova, CFLIC and
FCLIC - June, 1995 to present; Associate General
Counsel and Vice President of General American -
1973 to present; also, Director, Vice President,
General Counsel and Secretary for several other
General American subsidiaries, including Equity
Intermediary Company, Red Oak Realty Company,
and White Oak Royalty Company; General American
Holding Company and Paragon Life Insurance
Company. General Counsel and Secretary,
Reinsurance Group of America, Incorporated.
Director and Secretary, General American Capital
Company. General Counsel and Secretary, Conning
Corporation. General Counsel, Conning Asset
Management Company. Director of RGA
Reinsurance Company and Walnut Street
Securities, Inc. Secretary to the Walnut Street
Funds, Inc.
Mark E. Reynolds* Executive Vice President and Director of Cova and
CFLIC - May, 1997 to present; Executive Vice
President, Chief Financial Officer and Director of
FCLIC - May, 1997 to present; Executive Vice
President of CLMC - May, 1997 to present; Executive
Vice President and Director of Advisory - December,
1996 to present; Executive Vice President and
Director of Allocation - December, 1996 to present.
Leonard M. Rubenstein** Director of Cova, CFLIC, FCLIC and CLMC -
January, 1996 to present; Director of Advisory and
Allocation from 1995 to present; Executive Vice
President and Director of General American - 1992
to present. Mr. Rubenstein also holds
various positions with the General American
subsidiaries as follows: Director and Treasurer of
General American Capital Company; Senior Vice
President Investments, Treasurer and Director of
Reinsurance Group of America, Incorporated;
Director of Paragon Life Insurance Company;
Director of General American Holding Company;
Chief Executive Officer, Chairman and Director of
Conning Corporation; Director of the following:
General Life Insurance Company, Security
Equity Life Insurance Company, BHIF America de
Vida Seguros S.A. (Chile), Manatial Seguros de
Vida, S.A. (Argentina), Red Oak Realty Company,
General Life Insurance Company of America; RGA
Reinsurance Company; Secretary and Director for
RGA Sud America S.A.
Myron H. Sandberg* Vice President of Cova and CFLIC - 1985 to
present; Vice President of CLMC - 1989 to present.
John W. Schaus* Vice President of Cova and CFLIC - 1988 to
present; First Vice President of CLMC from January,
1999 to present; prior thereto, Vice President of
CLMC - 1989 to 1998.
Bernard J. Spaulding* Senior Vice President and General Counsel of Cova,
CFLIC, FCLIC and CLMC since March, 1999.
Lorry J. Stensrud* President and Director of Cova, CFLIC, FCLIC and
CLMC from June, 1995 to present, prior thereto
Executive Vice President; President and Director of
Advisory from 1993 to present; President and
Director of Allocation from 1994 to present. Director
of CLSC from 1989 to present; President, Chief
Executive Officer and Trustee of Cova Series Trust -
1996 to present.
Joann T. Tanaka* Senior Vice President of Cova and CFLIC - January
1999 to present; prior thereto, Vice President of Cova
and CFLIC from July, 1998 to December, 1998;
Senior Vice President, Conning Asset Management,
General American - June, 1987 to June, 1998.
Peter L. Witkewiz* Vice President and Controller of Cova, CFLIC and
FCLIC - July, 1998 to present; Vice President of
Cova, CFLIC and FCLIC - 1993 to June, 1998.
<FN>
* Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL
60181
** Business Address: General American, 700 S. Market Street, St. Louis, MO
63101
*** Business Address: General American, 13045 Tesson Ferry Road, St. Louis, MO
63128
**** Business Address: J&H/KVI, 1776 West Lakes Parkway, West Des Moines, IA
50266
</FN>
Voting
In accordance with our view of present applicable law, we will vote the shares
of the Investment Funds at special meetings of shareholders in accordance with
instructions received from owners having a voting interest. We will vote shares
for which we have not received instructions in the same proportion as we vote
shares for which we have received instructions. We will vote shares we own in
the same proportion as we vote shares for which we have received instructions.
The funds do not hold regular meetings of shareholders.
If the Investment Company Act of 1940 or any regulation thereunder should be
amended or if the present interpretation thereof should change, and as a result
we determine that we are permitted to vote the shares of the funds in our own
right, we may elect to do so.
The voting interests of the owner in the funds will be determined as follows:
owners may cast one vote for each $100 of Account Value of a Policy which is
allocated to an investment fund on the record date. Fractional votes are
counted.
The number of shares which a person has a right to vote will be determined as of
the date to be chosen by us not more than sixty (60) days prior to the meeting
of the fund. Voting instructions will be solicited by written communication at
least fourteen (14) days prior to such meeting.
Each owner having such a voting interest will receive periodic reports relating
to the Investment Funds in which he or she has an interest, proxy material and a
form with which to give such voting instructions.
Disregard of Voting Instructions
We may, when required to do so by state insurance authorities, vote shares of
the funds without regard to instructions from owners if such instructions would
require the shares to be voted to cause an Investment Fund to make, or refrain
from making, investments which would result in changes in the sub-classification
or investment objectives of the Investment Fund. We may also disapprove changes
in the investment Policy initiated by owners or trustees/directors of the funds,
if such disapproval is reasonable and is based on a good faith determination by
us that the change would violate state or federal law or the change would not be
consistent with the investment objectives of the Investment Funds or which
varies from the general quality and nature of investments and investment
techniques used by other funds with similar investment objectives underlying
other variable contracts offered by us or of an affiliated company. In the event
we disregard voting instructions, a summary of this action and the reasons for
such action will be included in the next annual report to owners.
Legal Opinions
Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice on
certain matters relating to the federal securities and income tax laws in
connection with the policies.
Our Right to Contest
We cannot contest the validity of the Policy, except in the case of fraud, after
it has been in effect during the lifetime of either Insured for two years. If
the Policy is reinstated, the two-year period is measured from the date of
reinstatement. In addition, if either Insured commits suicide in the two-year
period, or such period as specified in state law, the benefit payable will be
limited to premiums paid less Indebtedness and less any surrenders. We also have
the right to adjust any benefits under the Policy if the answers in the
application regarding the use of tobacco are not correct.
Federal Tax Status
NOTE: The following description is based upon our understanding of current
federal income tax law applicable to life insurance in general. We cannot
predict the probability that any changes in such laws will be made. Purchasers
are cautioned to seek competent tax advice regarding the possibility of such
changes. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"),
defines the term "life insurance contract" for purposes of the Code. We believe
that the Policies to be issued will qualify as "life insurance contracts" under
section 7702. We do not guarantee the tax status of the Policies. Purchasers
bear the complete risk that the Policies may not be treated as "life insurance"
under federal income tax laws. Purchasers should consult their own tax advisers.
It should be further understood that the following discussion is not exhaustive
and that special rules not described in this prospectus may be applicable in
certain situations.
Introduction. The discussion contained herein is general in nature and is not
intended as tax advice. Each person concerned should consult a competent tax
adviser. No attempt is made to consider any applicable state or other tax laws.
Moreover, the discussion herein is based upon our understanding of current
federal income tax laws as they are currently interpreted. No representation is
made regarding the likelihood of continuation of those current federal income
tax laws or of the current interpretations by the Internal Revenue Service.
We are taxed as a life insurance company under the Code. For federal income tax
purposes, the Separate Account is not a separate entity from us and its
operations form a part of us.
Diversification. Section 817(h) of the Code imposes certain diversification
standards on the underlying assets of variable life insurance policies. The Code
provides that a variable life insurance Policy will not be treated as life
insurance for any period (and any subsequent period) for which the investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification of
the Policy as a life insurance contract would result in imposition of federal
income tax to the owner with respect to earnings allocable to the Policy prior
to the receipt of payments under the Policy. The Code contains a safe harbor
provision which provides that life insurance policies, such as these policies,
will meet the diversification requirements if, as of the close of each quarter,
the underlying assets meet the diversification standards for a regulated
investment company and no more than fifty-five (55%) percent of the total assets
consist of cash, cash items, U.S. Government securities and securities of other
regulated investment companies. There is an exception for securities issued by
the U.S. Treasury in connection with variable life insurance policies.
On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
Section 1.817-5), which established diversification requirements for the
investment funds underlying variable contracts such as the Policies. The
regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment fund will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the fund is represented by any one investment; (ii) no more than 70% of the
value of the total assets of the fund is represented by any two investments;
(iii) no more than 80% of the value of the total assets of the fund is
represented by any three investments; and (iv) no more than 90% of the value of
the total assets of the fund is represented by any four investments. For
purposes of these regulations, all securities of the same issuer are treated as
a single investment. The Code provides that, for purposes of determining whether
or not the diversification standards imposed on the underlying assets of
variable contracts by Section 817(h) of the Code have been met, "each United
States government agency or instrumentality shall be treated as a separate
issuer."
We intend that each Investment Fund underlying the Policies will be managed by
the managers in such a manner as to comply with these diversification
requirements.
The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which owner control of the
investments of the Separate Account will cause the owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Policy. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
The amount of owner control which may be exercised under the Policy is different
in some respects from the situations addressed in published rulings issued by
the Internal Revenue Service in which it was held that the Policyowner was not
the owner of the assets of the separate account. It is unknown whether these
differences, such as the owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the owner to be
considered the owner of the assets of the Separate Account.
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in you being retroactively
determined to be the owner of the assets of the Separate Account.
Due to the uncertainty in this area, we reserve the right to modify the Policy
in an attempt to maintain favorable tax treatment.
Tax Treatment of the Policy. The Policy has been designed to comply with the
definition of life insurance contained in Section 7702 of the Code. Although
some interim guidance has been provided and proposed regulations have been
issued, final regulations have not been adopted. Section 7702 of the Code
requires the use of reasonable mortality and other expense charges. In
establishing these charges, we have relied on the interim guidance provided in
IRS Notice 88-128 and proposed regulations issued on July 5, 1991. Currently,
there is even less guidance as to a Policy issued on a substandard risk basis
and thus it is even less clear whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.
While we have attempted to comply with Section 7702, the law in this area is
very complex and unclear. There is a risk, therefore, that the Internal Revenue
Service will not concur with our interpretations of Section 7702 that were made
in determining such compliance. In the event the Policy is determined not to so
comply, it would not qualify for the favorable tax treatment usually accorded
life insurance policies. You should consult your own tax advisers with respect
to the tax consequences of purchasing the Policy.
Policy Proceeds. The tax treatment accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the Policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
the Policy should receive the same federal income tax treatment as any other
type of life insurance. As such, the death benefit thereunder is excludable from
the gross income of the Beneficiary under Section 101(a) of the Code. Also, you
are not deemed to be in constructive receipt of the Cash Surrender Value,
including increments thereon, under a Policy until there is a distribution of
such amounts.
Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of Policy proceeds, depend on the circumstances of each
owner or Beneficiary.
Tax Treatment of Loans And Surrenders. Section 7702A of the Code sets forth the
rules for determining when a life insurance Policy will be deemed to be a MEC. A
MEC is a contract which is entered into or materially changed on or after June
21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay test
when the cumulative amount paid under the Policy at any time during the first 7
Policy years exceeds the sum of the net level premiums which would have been
paid on or before such time if the Policy provided for paid-up future benefits
after the payment of seven (7) level annual premiums. A material change would
include any increase in the future benefits or addition of qualified additional
benefits provided under a Policy unless the increase is attributable to: (1) the
payment of premiums necessary to fund the lowest death benefit and qualified
additional benefits payable in the first seven Policy years; or (2) the
crediting of interest or other earnings with respect to such premiums.
Furthermore, any Policy received in exchange for a Policy classified as a MEC
will be treated as a MEC regardless of whether it meets the 7-pay test. However,
an exchange under Section 1035 of the Code of a life insurance Policy entered
into before June 21, 1988 for the Policy will not cause the Policy to be treated
as a MEC if no additional premiums are paid.
Due to the flexible premium nature of the Policy, the determination of whether
it qualifies for treatment as a MEC depends on the individual circumstances of
each Policy.
If the Policy is classified as a MEC, then surrenders and/or loan proceeds are
taxable to the extent of income in the Policy. Such distributions are deemed to
be on a last-in, first-out basis, which means the taxable income is distributed
first. Loan proceeds and/or surrender payments may also be subject to an
additional 10% federal income tax penalty applied to the income portion of such
distribution. The penalty shall not apply, however, to any distributions: (1)
made on or after the date on which the taxpayer reaches age 59 1/2; (2) which is
attributable to the taxpayer becoming disabled (within the meaning of Section
72(m)(7) of the Code); or (3) which is part of a series of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies) of
such taxpayer and his Beneficiary.
If a Policy is not classified as a MEC, then any surrenders shall be treated
first as a recovery of the investment in the Policy which would not be received
as taxable income. However, if a distribution is the result of a reduction in
benefits under the Policy within the first fifteen years after the Policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702, be taxed as ordinary income to the extent of income
in the Policy.
Any loans from a Policy which is not classified as a MEC, will be treated as
Indebtedness of the owner and not a distribution. Upon complete surrender, if
the amount received plus loan Indebtedness exceeds the total premiums paid that
are not treated as previously surrendered by the Policy owner, the excess
generally will be treated as ordinary income.
Personal interest payable on a loan under a Policy owned by an individual is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans under policies covering the life of any employee or officer of the
taxpayer or any person financially interested in the business carried on by the
taxpayer to the extent the Indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on Policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
Policyowners should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any Policy.
Multiple Policies. The Code further provides that multiple MECs that are issued
within a calendar year period to the same owner by one company or its affiliates
are treated as one MEC for purposes of determining the taxable portion of any
loans or distributions. Such treatment may result in adverse tax consequences
including more rapid taxation of the loans or distributed amounts from such
combination of policies. You should consult a tax adviser prior to purchasing
more than one MEC in any calendar year period.
Tax Treatment of Assignments. An assignment of a Policy or the change of
ownership of a Policy may be a taxable event. You should therefore consult a
competent tax adviser should you wish to assign or change the owner of your
Policy.
Qualified Plans. The Policies may be used in conjunction with certain Qualified
Plans. Because the rules governing such use are complex, you should not do so
until you have consulted a competent Qualified Plans consultant.
Income Tax Withholding. All distributions or the portion thereof which is
includible in gross income of the Policy owner are subject to federal income tax
withholding. However, in most cases you may elect not to have taxes withheld.
You may be required to pay penalties under the estimated tax rules, if
withholding and estimated tax payments are insufficient.
Reports to Owners
Each year a report will be sent to you which shows the current Policy values,
premiums paid and deductions made since the last report, and any outstanding
loans.
Legal Proceedings
There are no legal proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate Account are subject. We are
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.
Experts
(to be filed by Amendment)
Financial Statements
(to be filed by Amendment)
Appendix- Illustrations of Death Benefits and Cash Values
(to be filed by Amendment)
PART II
UNDERTAKING TO FILE REPORTS
a. Subject to the terms and conditions of Section 15(d) of the Securities
and 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 confined in that section.
b. Pursuant to Investment Company Act Section 26(e), Cova Financial
Services Life Insurance Company ("Company") hereby represents that the fees and
charges deducted under the Policy described in the Prospectus, in the aggregate,
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.
INDEMNIFICATION
The Bylaws of the Company (Article IV, Section 1) provide that:
Each person who is or was a director, officer or employee of the corporation or
is or was serving at the request of the corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of such
person) shall be indemnified by the corporation as of right to the full extent
permitted or authorized by the laws of the State of Missouri, as now in effect
and as hereafter amended, against any liability, judgment, fine, amount paid in
settlement, cost and expenses (including attorney's fees) asseted or out of his
status as a director, officer or employee of the corporation or if serving at
the request of the corporation, as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided by this bylaw provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under any agreement, vote of shareholders or disinterested directors or
otherwise, and shall not limit in any way any right which the corporation may
have to make different or further indemnification with respect to the same or
different persons or classes of persons.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling person of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement comprises the papers and documents:
The facing sheet
The Prospectus consisting of 58 pages.
Undertakings to file reports.
The signatures.
The following exhibits.
A. Copies of all exhibits required by paragraph A of instructions for
Exhibits in Form N-8B-2.
1. Resolution of the Board of Directors of the Company*
2. Not Applicable
3.a. Principal Underwriter's Agreement (to be filed by amendment)
3.b. Selling Agreement (to be filed by amendment)
3.c. Schedules of Commissions (to be filed by amendment)
4. Not Applicable
5. Flexible Premium Joint and Last Survivor Variable Life Insurance
Policy
5.a. Waiver of Specified Premium Rider
5.b. Adjustable Benefit Term Rider
5.c. Anniversary Partial Withdrawal Rider
5.d. Estate Preservation Term Rider
5.e. Joint Supplemental Coverage Rider
5.f. Lifetime Coverage Rider
5.g. Secondary Guarantee Rider
5.h. Divorce Split Policy Option Rider
6.a. Articles of Incorporation of the Company*
6.b. Bylaws of the Company*
7. Not Applicable
8. Not Applicable
9.a. Form of Fund Participation Agreement by and among AIM Variable
Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
Services life Insurance Company, on behalf of itself and its
Separate Accounts, and Cova Life Sales Company***
9.b. Form of Participation Agreement among Templeton Variable Products
Series Fund, Franklin Templeton Distributors, Inc. and Cova Financial
Services Life Insurance Company****
9.c. Form of Fund Participation Agreement among MFS Variable Insurance
Trust, Cova Financial Services Life Insurance Company and
Massachusetts Financial Services Company+
9.d. Form of Fund Participation Agreement among Cova Financial Services
Life Insurance Company, Cova Life Sales Company, Alliance Capital
Management LP and Alliance Fund Distributors, Inc.+
9.e. Form of Fund Participation Agreement among Oppenheimer Variable
Account Funds, OppenheimerFunds, Inc. and Cova Financial Services Life
Insurance Company***
9.f. Form of Fund Participation Agreement among Putnam Variable Trust,
Putnam Mutual Funds Corp. and Cova Financial Services Life Insurance
Company***
9.g. Form of Fund Participation Agreement among Investors Fund Series,
Zurich Kemper Investments, Inc., Zurich Kemper Distributors, Inc. and
Cova Financial Services Life Insurance Company***
9.h. Form of Participation Agreement by and between Goldman Sachs Variable
Insurance Trust, Goldman, Sachs & Co. and Cova Financial Services Life
Insurance Company***
9.i. Form of Participation Agreement among Liberty Variable Investment
Trust, Liberty Financial Investments, Inc. and Cova Financial Services
Life Insurance Company***
9.j. Form of Particpation Agreement among Templeton Variable Products
Series Fund, Franklin Templeton Distributors, Inc. and Cova Financial
Services Life Insurance Company++
9.k. Form of Participation Agreement among Russell Insurance Funds, Russell
Fund Distributors, Inc. and Cova Financial Services Life Insurance
Company***
10. Application Forms
11. Powers of Attorney*
B. Opinion and Consent of Counsel (to be filed by amendment)
C. Consent of Actuary (to be filed by amendment)
D. Consent of Independent Auditors (to be filed by amendment)
* Incorporated by reference to Form S-6 (File No. 333-17963)
electronically filed on December 16, 1996.
** Incorporated by reference to Pre-Effective Amendment No. 1 to
Form S-6 (File No. 333-17963) electronically filed on March 24, 1997.
*** Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
(File Nos. 333-34741 and 811-5200) as electronically filed on January
26, 1998.
**** Incorporated by reference to Post-Effective Amendment No. 3 to Form
S-6 (File No. 333-17963) as electronically filed on April 30, 1999.
+ Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
(File Nos. 333-34741 and 811-5200) as electronically filed on November
19, 1997.
SIGNATURES
As required by the Securities Act of 1933, the Registrant has caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Oakbrook Terrace and State of Illinois on this
8th day of July, 1999.
COVA VARIABLE LIFE ACCOUNT ONE
Registrant
By: COVA FINANCIAL SERVICES LIFE
INSURANCE COMPANY
By: /S/ LORRY J. STENSRUD
______________________________
COVA FINANCIAL SERVICES LIFE
INSURANCE COMPANY
Attest:
/S/ MARK E. REYNOLDS /S/ LORRY J. STENSRUD
________________________ ______________________________
(Name)
Executive Vice President
________________________________
Title
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Chairman of the Board and
- ---------------------- Director -------
Richard A. Liddy Date
/S/ LORRY J. STENSRUD President and Director 7/8/99
- --------------------- -------
Lorry J. Stensrud Date
Leonard M. Rubenstein* Director 7/8/99
- ---------------------- -------
Leonard M. Rubenstein Date
J. Robert Hopson* Director 7/8/99
- ----------------- -------
J. Robert Hopson Date
William C. Mair* Director 7/8/99
- ----------------------- -------
William C. Mair Date
E. Thomas Hughes, Jr.* 7/8/99
- ---------------------- Treasurer and Director -------
E. Thomas Hughes, Jr. Date
Matthew P. McCauley* Director 7/8/99
- ---------------------- -------
Matthew P. McCauley Date
John W. Barber* Director 7/8/99
- ---------------------- -------
John W. Barber Date
/S/MARK E. REYNOLDS Director 7/8/99
- --------------------- -------
Mark E. Reynolds Date
/S/PETER L. WITKEWIZ 7/8/99
- --------------------- Controller -------
Peter L. Witkewiz Date
*By: /S/ LORRY J. STENSRUD
______________________________________
Lorry J. Stensrud, Attorney-in-Fact
INDEX TO EXHIBITS
INDEX NO. PAGE
EX-99.A5 Flexible Premium Joint and Last Survivor Variable Life Insurance
Policy
EX-99.A.5.a. Waiver of Specified Premium Rider
EX-99.A.5.b. Adjustable Benefit Term Rider
EX-99.A.5.c. Anniversary Partial Withdrawal Rider
EX-99.A.5.d. Estate Preservation Term Rider
EX-99.A.5.e. Joint Supplemental Coverage Rider
EX-99.A.5.f. Lifetime Coverage Rider
EX-99.A.5.g. Secondary Guarantee Rider
Ex-99.A.5.h. Divorce Split Policy Option Rider
EX-99.A10 Application Forms