-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OK3KlHMGgHbNOErMkUL8HN+v80oIBPNmoziIKMfXITUlPlSrIFYm3jOintIc7o9Y 0S90wt7lQpppiU52zvlJaA== 0000945094-05-000368.txt : 20050414 0000945094-05-000368.hdr.sgml : 20050414 20050414172710 ACCESSION NUMBER: 0000945094-05-000368 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN BENEFIT LIFE CO CENTRAL INDEX KEY: 0000910739 IRS NUMBER: 470766853 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-59765 FILM NUMBER: 05751600 BUSINESS ADDRESS: STREET 1: P O BOX 80469 STREET 2: 2940 SOUTH 84TH ST CITY: LINCOLN STATE: NE ZIP: 68501 BUSINESS PHONE: 4024794061 MAIL ADDRESS: STREET 1: PO BOX 80469 STREET 2: 206 S 13TH STREET CITY: LINCOLN STATE: NE ZIP: 68501 POS AM 1 lblcon1vas3final.txt FACE PAGE, PROSPECTUS, PART II As Filed with the Securities and Exchange Commission on April 14, 2005 File No. 333-59765 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 7 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------- LINCOLN BENEFIT LIFE COMPANY (Exact name of Registrant as Specified in its Charter)
Nebraska 6300 470221457 (State or other jurisdiction of (Primary Standard Industrial (I.R.S.Employer incorporation or organization) Classification Code Number) Identification No.)
2940 South 84th St., Lincoln, Nebraska 68506 1-800-865-5237 (Address of registrant's principal executive offices) WILLIAM F. EMMONS, ESQ. LINCOLN BENEFIT LIFE COMPANY 2940 South 84th St. LINCOLN, NE 68506 1-800-865-5237 (Name of agent for service) - -------------------------------------------------------------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: / X / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
Calculation of Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Maximum Amount of Title of Each Class of Amount to be Offering Price Per Aggregate Offering Registration Securities to be Registered Registered Unit Price Fee Market Value Adjusted Interest under Individual Flexible Premium Deferred Variable Annuity Contracts. . . . . . . . . . . . . . * * * * - ------------------------------------------------------------------------------------------------------------------------------------
* These Contracts are not issued in predetermined amounts or units. A maximum aggregate offering price of $25,000,000 was previously registered. No additional amount of securities is being registered by this post- effective amendment to the registration statement. CONSULTANT I VARIABLE ANNUITY PROSPECTUS FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS ISSUED BY LINCOLN BENEFIT LIFE COMPANY IN CONNECTION WITH LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-865-5237 The Contract is a deferred annuity contract designed to aid you in long-term financial planning. You may purchase it on either a tax qualified or non-tax qualified basis. LINCOLN BENEFIT LIFE NO LONGER OFFERS THIS CONTRACT. IF YOU HAVE ALREADY PURCHASED THE CONTRACT YOU MAY CONTINUE TO MAKE PURCHASE PAYMENTS ACCORDING TO THE CONTRACT. Because this is a flexible premium annuity contract, you may pay multiple premiums. We allocate your premium to the investment options under the Contract and our Fixed Account in the proportions that you choose. The Contract currently offers fifty-two investment options, each of which is a Subaccount of the Lincoln Benefit Life Variable Annuity Account ("Separate Account"). Each Subaccount invests exclusively in shares of Portfolios in one of the following underlying Funds: AIM VARIABLE INSURANCE FUNDS (SERIES I) THE ALGER AMERICAN FUND (CLASS O) FEDERATED INSURANCE SERIES FIDELITY(R) VARIABLE INSURANCE PRODUCTS (INITIAL CLASS) JANUS ASPEN SERIES (INSTITUTIONAL SHARES AND SERVICE SHARES) MFS(R) VARIABLE INSURANCE TRUST(SM) (INITIAL CLASS) OPPENHEIMER VARIABLE ACCOUNT FUNDS (SERVICE SHARES) PREMIER VIT PIMCO VARIABLE INSURANCE TRUST (ADMINISTRATIVE SHARES) PUTNAM VARIABLE TRUST (CLASS IB) SALOMON BROTHERS VARIABLE SERIES FUNDS INC (CLASS I) SCUDDER VARIABLE SERIES I (CLASS A) STI CLASSIC VARIABLE TRUST T. ROWE PRICE EQUITY SERIES, INC. (I) T. ROWE PRICE INTERNATIONAL SERIES, INC. (I) THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (CLASS I) VAN KAMPEN LIFE INVESTMENT TRUST (CLASS II) WELLS FARGO VARIABLE TRUST FUNDS - -------------------------------------------------------------------------------- THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS APRIL 30, 2005. Some of the portfolios described in this prospectus may not be available in your Contract. We may make available other investment options in the future. You may not purchase a Contract if either you or the Annuitant are older than 90 years before we receive your application. Your Contract Value will vary daily as a function of the investment performance of the Subaccounts to which you have allocated Purchase Payments and any interest credited to the Fixed Account. We do not guarantee any minimum Contract Value for amounts allocated to the Subaccounts. Benefits provided by this Contract, when based on the Fixed Account, are subject to a Market Value Adjustment, which may result in an upwards or downwards adjustment in withdrawal benefits, death benefits, settlement values, transfers to the Subaccounts. In certain states the Contract may be offered as a group contract with individual ownership represented by Certificates. The discussion of Contracts in this prospectus applies equally to Certificates under group contracts, unless the content specifies otherwise. This prospectus sets forth the information you ought to know about the Contract. You should read it before investing and keep it for future reference. We have filed a Statement of Additional Information with the Securities and Exchange Commission ("SEC"). The 1 PROSPECTUS current Statement of Additional Information is dated May 1, 2005. The information in the Statement of Additional Information is incorporated by reference in this prospectus. You can obtain a free copy by writing us or calling us at the telephone number given above. The Table of Contents of the Statement of Additional Information appears on page 44 of this prospectus. At least once each year we will send you an annual statement. The annual statement details values and specific information for your Contract. It does not contain our financial statements. Our financial statements are set forth in the Statement of Additional Information. Lincoln Benefit will file annual and quarterly reports and other information with the SEC. You may read and copy any reports, statements or other information we file at the SEC's public reference room in Washington, D.C. You can obtain copies of these documents by writing to the SEC and paying a duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information as to the operation of the public reference room. Our SEC filings are also available to the public on the SEC Internet site (http://www.sec.gov). THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES FOR THE PORTFOLIOS LISTED ABOVE. IF ANY OF THESE PROSPECTUSES IS MISSING OR OUTDATED, PLEASE CONTACT US AND WE WILL SEND YOU THE PROSPECTUS YOU NEED. PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR YOUR FUTURE REFERENCE. 2 PROSPECTUS TABLE OF CONTENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- DEFINITIONS 4 - -------------------------------------------------------------------------------- FEE TABLES 6 - -------------------------------------------------------------------------------- QUESTIONS AND ANSWERS ABOUT YOUR CONTRACT 8 - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION 11 - -------------------------------------------------------------------------------- DESCRIPTION OF THE CONTRACTS - -------------------------------------------------------------------------------- Summary 11 - -------------------------------------------------------------------------------- Contract Owner 12 - -------------------------------------------------------------------------------- Annuitant 12 - -------------------------------------------------------------------------------- Modification of the Contract 12 - -------------------------------------------------------------------------------- Assignment 12 - -------------------------------------------------------------------------------- Free Look Period 12 - -------------------------------------------------------------------------------- PURCHASES AND CONTRACT VALUE - -------------------------------------------------------------------------------- Minimum Purchase Payment 12 - -------------------------------------------------------------------------------- Automatic Payment Plan 13 - -------------------------------------------------------------------------------- Allocation of Purchase Payments 13 - -------------------------------------------------------------------------------- Contract Value 13 - -------------------------------------------------------------------------------- Separate Account Accumulation Unit Value 13 - -------------------------------------------------------------------------------- Transfer During Accumulation Period 14 - -------------------------------------------------------------------------------- Market Timing & Excessive Trading 14 - -------------------------------------------------------------------------------- Trading Limitations 15 - -------------------------------------------------------------------------------- Automatic Dollar Cost Averaging Program 15 - -------------------------------------------------------------------------------- Portfolio Rebalancing 16 - -------------------------------------------------------------------------------- THE INVESTMENT AND FIXED ACCOUNT OPTIONS - -------------------------------------------------------------------------------- Separate Account Investments 17 - -------------------------------------------------------------------------------- The Portfolios 17 - -------------------------------------------------------------------------------- Voting Rights 20 - -------------------------------------------------------------------------------- Additions, Deletions, and Substitutions of Securities 21 - -------------------------------------------------------------------------------- The Fixed Account 21 - -------------------------------------------------------------------------------- General 21 - -------------------------------------------------------------------------------- Guaranteed Maturity Fixed Account Option 21 - -------------------------------------------------------------------------------- Market Value Adjustment 23 - -------------------------------------------------------------------------------- Dollar Cost Averaging Fixed Account Option 23 - -------------------------------------------------------------------------------- ANNUITY BENEFITS - -------------------------------------------------------------------------------- Annuity Date 23 - -------------------------------------------------------------------------------- Annuity Options 24 - -------------------------------------------------------------------------------- Other Options 24 - -------------------------------------------------------------------------------- Annuity Payments: General 24 - -------------------------------------------------------------------------------- Variable Annuity Payments 25 - -------------------------------------------------------------------------------- Fixed Annuity Payments 25 - -------------------------------------------------------------------------------- Transfers During the Annuity Period 25 - -------------------------------------------------------------------------------- Death Benefit During Annuity Period 25 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Certain Employee Benefit Plans 26 - -------------------------------------------------------------------------------- OTHER CONTRACT BENEFITS - -------------------------------------------------------------------------------- Death Benefit 26 - -------------------------------------------------------------------------------- Beneficiary 30 - -------------------------------------------------------------------------------- Contract Loans for 403(b) Contracts 30 - -------------------------------------------------------------------------------- Withdrawals (Redemptions) 31 - -------------------------------------------------------------------------------- Systematic Withdrawal Program 32 - -------------------------------------------------------------------------------- ERISA Plans 32 - -------------------------------------------------------------------------------- Minimum Contract Value 32 - -------------------------------------------------------------------------------- CONTRACT CHARGES - -------------------------------------------------------------------------------- Mortality and Expense Risk Charge 33 - -------------------------------------------------------------------------------- Administrative Charges 33 - -------------------------------------------------------------------------------- Contract Maintenance Charge 33 - -------------------------------------------------------------------------------- Administrative Expense Charge 33 - -------------------------------------------------------------------------------- Transfer Fee 33 - -------------------------------------------------------------------------------- Sales Charges 33 - -------------------------------------------------------------------------------- Premium Taxes 35 - -------------------------------------------------------------------------------- Deduction for Separate Account Income Taxes 35 - -------------------------------------------------------------------------------- Other Expenses 35 - -------------------------------------------------------------------------------- TAXES - -------------------------------------------------------------------------------- Taxation of Lincoln Benefit Life Company 36 - -------------------------------------------------------------------------------- Taxation of Variable Annuities in General 36 - -------------------------------------------------------------------------------- Income Tax Withholding 38 - -------------------------------------------------------------------------------- Tax Qualified Contracts 39 - -------------------------------------------------------------------------------- DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE ACCOUNT - -------------------------------------------------------------------------------- Lincoln Benefit Life Company 42 - -------------------------------------------------------------------------------- Separate Account 42 - -------------------------------------------------------------------------------- State Regulation of Lincoln Benefit 42 - -------------------------------------------------------------------------------- Financial Statements 43 - -------------------------------------------------------------------------------- ADMINISTRATION 43 - -------------------------------------------------------------------------------- DISTRIBUTION OF CONTRACTS 43 - -------------------------------------------------------------------------------- LEGAL PROCEEDINGS 43 - -------------------------------------------------------------------------------- LEGAL MATTERS 43 - -------------------------------------------------------------------------------- ANNUAL REPORTS AND OTHER DOCUMENTS 43 - -------------------------------------------------------------------------------- REGISTRATION STATEMENT 43 - -------------------------------------------------------------------------------- TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION 44 - -------------------------------------------------------------------------------- APPENDIX A ACCUMULATION UNIT VALUES 45 - -------------------------------------------------------------------------------- APPENDIX B ILLUSTRATION OF A MARKET VALUE ADJUSTMENT 55 - -------------------------------------------------------------------------------- THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS. 3 PROSPECTUS DEFINITIONS - -------------------------------------------------------------------------------- Please refer to this list for the meaning of the following terms: ACCUMULATION PERIOD - The period, beginning on the Issue Date, during which Contract Value builds up under Your Contract. ACCUMULATION UNIT - A unit of measurement which we use to calculate Contract Value. ANNUITANT - The living person on whose life the annuity benefits under a Contract are based. ANNUITIZATION - The process to begin annuity payments under the Contract. ANNUITIZED VALUE - The Contract Value adjusted by any applicable Market Value Adjustment and less any applicable taxes. ANNUITY DATE - The date on which annuity payments are scheduled to begin. ANNUITY PERIOD - The period during which annuity payments are paid. The Annuity Period begins on the Annuity Date. ANNUITY UNIT - A unit of measurement which we use to calculate the amount of Variable Annuity payments. BENEFICIARY(IES) - The person(s) designated to receive any death benefits under the Contract. COMPANY ("WE," "US," "OUR," "LINCOLN BENEFIT") - Lincoln Benefit Life Company. CONTRACT ANNIVERSARY - Each anniversary of the Issue Date. CONTRACT OWNER ("YOU," "YOUR") - The person(s) having the privileges of ownership defined in the Contract. If Your Contract is issued as part of a retirement plan, Your ownership privileges may be modified by the plan. CONTRACT VALUE - The sum of the values of Your investment in the Subaccounts of the Separate Account and the Fixed Account. CONTRACT YEAR - Each twelve-month period beginning on the Issue Date and each Contract Anniversary. CONTRIBUTION YEAR - Each twelve-month period beginning on the date a Purchase Payment is allocated to a Subaccount, or each anniversary of that date. FIXED ACCOUNT - The portion of the Contract Value allocated to Our general account. FIXED ANNUITY - A series of annuity payments that are fixed in amount. GUARANTEE PERIODS - A period of years for which we have guaranteed a specific effective annual interest rate on an amount allocated to the Fixed Account. ISSUE DATE - The date when the Contract becomes effective. LATEST ANNUITY DATE - The latest date by which you must begin annuity payments under the Contract. LOAN ACCOUNT - An account established for amounts transferred from the Subaccounts or the Fixed Account as security for outstanding Contract loans. MARKET VALUE ADJUSTMENT - An amount added to or subtracted from certain transactions involving Your interest in the Fixed Account, to reflect the impact of changing interest rates. NET INVESTMENT FACTOR - The factor used to determine the value of an Accumulation Unit and Annuity Unit in any Valuation Period. We determine the Net Investment Factor separately for each Subaccount. NON-QUALIFIED PLAN - A retirement plan which does not receive special tax treatment under Sections 401, 403(b), 408, 408A or 457 of the Tax Code. PORTFOLIO(S) - The underlying funds in which the Subaccounts invest. Each Portfolio is an investment company registered with the SEC or a separate investment series of a registered investment company. PURCHASE PAYMENTS - Amounts paid to Us as premium for the Contract by you or on Your behalf. QUALIFIED PLAN - A retirement plan which receives special tax treatment under Sections 401, 403(b), 408 or 408A of the Tax Code or a deferred compensation plan for a state and local government or another tax exempt organization under Section 457 of the Tax Code. SEPARATE ACCOUNT - The Lincoln Benefit Life Variable Annuity Account, which is a segregated investment account of the Company. SUBACCOUNT - A subdivision of the Separate Account, which invests wholly in shares of one of the Portfolios. SURRENDER VALUE - The amount paid upon complete surrender of the Contract, equal to the Contract Value, less any applicable premium taxes, Withdrawal Charge, and the contract maintenance charge and increased or decreased by any Market Value Adjustment. TAX CODE - The Internal Revenue Code of 1986, as amended. TREASURY RATE - The U.S. Treasury Note Constant Maturity Yield for the preceding week as reported in Federal Reserve Bulletin Release H.15. VALUATION DATE - Each day the New York Stock Exchange is open for business. VALUATION PERIOD - The period of time over which we determine the change in the value of the Subaccounts in order to price Accumulation Units and Annuity Units. 4 PROSPECTUS Each Valuation Period begins at the close of normal trading on the New York Stock Exchange ("NYSE") currently 4:00 p.m. Eastern time on each Valuation Date and ends at the close of the NYSE on the next Valuation Date. VARIABLE ANNUITY - A series of annuity payments that vary in amount based on changes in the value of the Subaccounts to which Your Contract Value has been allocated. WITHDRAWAL CHARGE - The contingent deferred sales charge that may be required upon some withdrawals. 5 PROSPECTUS FEE TABLES - -------------------------------------------------------------------------------- THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY WHEN BUYING, OWNING, AND SURRENDERING THE CONTRACT. THE FIRST TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME THAT YOU BUY THE CONTRACT, SURRENDER THE CONTRACT, OR TRANSFER CASH VALUE BETWEEN INVESTMENT OPTIONS. STATE PREMIUM TAXES MAY ALSO BE DEDUCTED. Maximum Contingent Deferred Sales Charge - Withdrawal Charge (as a percentage of Purchase Payments) - 7%
CONTRIBUTION YEAR APPLICABLE CHARGE 1-2 7% 3-4 6% 5 5% 6 4% 7 3% 8 + 0%
TRANSFER FEE (Applies solely to the second and subsequent transfers within a calendar month. We are currently waiving the transfer fee) - $10.00 THE NEXT TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING PORTFOLIO FEES AND EXPENSES.
ANNUAL CONTRACT MAINTENANCE CHARGE $35.00 SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF DAILY NET ASSET VALUE DEDUCTED FROM EACH OF THE SUBACCOUNTS OF THE SEPARATE ACCOUNT) Base Contract (without optional riders) Mortality and Expense Risk Charge 1.15% Administrative Expense Charge 0.10% ------ Total Separate Account Annual Expenses 1.25% Base Contract (with Enhanced Death Benefit Rider) Mortality and Expense Risk Charge 1.35% Administrative Expense Charge 0.10% ------ Total Separate Account Annual Expenses 1.45% Base Contract (with Enhanced Income Benefit Rider) Mortality and Expense Risk Charge 1.50% Administrative Expense Charge 0.10% ------ Total Separate Account Annual Expenses 1.60% Base Contract (with Enhanced Death and Income Benefit Riders) Mortality and Expense Risk Charge 1.55% Administrative Expense Charge 0.10% ------ Total Separate Account Annual Expenses 1.65% Base Contract (with Enhanced Death and Income Benefit Riders II) Mortality and Expense Risk Charge 1.70% Administrative Expense Charge 0.10% ------ Total Separate Account Annual Expenses 1.80%
THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL ANNUAL OPERATING EXPENSES CHARGED BY THE PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT YOU OWN THE CONTRACT. ADVISERS AND/OR OTHER SERVICE PROVIDERS OF CERTAIN PORTFOLIOS MAY HAVE AGREED TO WAIVE THEIR FEES AND/OR REIMBURSE PORTFOLIO EXPENSES IN ORDER TO KEEP THE PORTFOLIOS' EXPENSES BELOW SPECIFIED LIMITS. THE RANGE OF EXPENSES SHOWN IN THIS TABLE DOES NOT SHOW THE EFFECT OF ANY SUCH FEE WAIVER OR EXPENSE REIMBURSMENT. MORE DETAIL CONCERNING EACH PORTFOLIO'S FEES AND EXPENSES IS CONTAINED IN THE PROSPECTUS FOR EACH PORTFOLIO. 6 PROSPECTUS
Minimum Maximum Total Annual Portfolio Operating Expenses/(1)/ (expenses that are deducted from Portfolio assets, which may include management fees, distribution and/or service (12b-1) fees, and other expenses)(without waivers or reimbursements) 0.10% 3.89%
(1)Expenses are shown as a percentage of Portfolio average daily net assets before any waiver or reimbursement as of December 31, 2004. EXAMPLE 1 This Example is intended to help you compare the cost of investing in the Contracts with the cost of investing in other variable annuity contracts. These costs include Contract owner transaction expenses, Contract fees, Separate Account annual expenses, and Portfolio fees and expenses and assumes no transfers or exchanges were made. The Example shows the dollar amount of expenses that you would bear directly or indirectly if you: .. Invested $10,000 in the Contract for the time periods indicated, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, and, .. elected the Enhanced Death and Income Benefit Riders II (with total Separate Account expenses of 1.80%). The first line of the example assumes that the maximum fees and expenses of any of the Portfolios are charged. The second line of the example assumes that the minimum fees and expenses of any of the Portfolios are charged. Your actual expenses may be higher or lower than those shown below. THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT.
1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------ Costs Based on Maximum Annual $1,215 $ 2,344 $ 3,362 $5,878 Portfolio Expenses - ------------------------------------------------------------------------------------ Costs Based on Minimum Annual $ 825 $ 1,215 $ 1,543 $2,554 Portfolio Expenses - ------------------------------------------------------------------------------------
EXAMPLE 2 This Example uses the same assumptions as Example 1 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of each time period.
1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------- Costs Based on Maximum $618 $ 1,834 $3,022 $5,878 Annual Portfolio Expenses - ------------------------------------------------------------------------------- Costs Based on Minimum $230 $ 705 $1,203 $2,554 Annual Portfolio Expenses - -------------------------------------------------------------------------------
EXPLANATION OF EXPENSE EXAMPLES PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%, WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED. EXAMPLES 1 AND 2 ASSUME THE ELECTION OF THE ENHANCED DEATH AND INCOME BENEFIT RIDERS II (TOTAL SEPARATE ACCOUNT EXPENSES OF 1.80%). IF THESE RIDERS WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN WOULD BE SLIGHTLY LOWER. THE EXAMPLES REFLECT THE FREE WITHDRAWAL AMOUNTS, IF ANY, AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. 7 PROSPECTUS QUESTIONS AND ANSWERS ABOUT YOUR CONTRACT The following are answers to some of the questions you may have about some of the more important features of the Contract. The Contract is more fully described in the rest of the prospectus. Please read the prospectus carefully. 1. WHAT IS THE CONTRACT? The Contract is a flexible premium deferred variable annuity contract. It is designed for tax-deferred retirement investing. The Contract is available for non-qualified or qualified retirement plans. The Contract, like all deferred annuity contracts, has two phases: the Accumulation Period and the Annuity Period. During the Accumulation Period, earnings accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal. The Annuity Period begins when you begin receiving payments under one of the annuity payment options described in the answer to Question 2. The amount of money accumulated under your Contract during the Accumulation Period will be used to determine the amount of your annuity payments during the Annuity Period. Your premiums are invested in one or more of the Subaccounts of the Separate Account or allocated to the Fixed Account, as you instruct us. You may allocate your Contract Value to up to twenty-one options under the Contract, counting each Subaccount and the Fixed Account as one option. We will treat all of your Contract Value allocated to the Fixed Account as one option for purposes of this limit, even if you have chosen more than one Guarantee Period. The value of your Contract will depend on the investment performance of the Subaccounts and the amount of interest we credit to the Fixed Account. Each Subaccount will invest in a single investment portfolio (a "Portfolio") of an underlying fund. The Portfolios offer a range of investment objectives, from conservative to aggressive. You bear the entire investment risk on amounts allocated to the Subaccounts. The investment policies and risks of each Portfolio are described in the accompanying prospectuses for the Portfolios. In some states, you may also allocate all or part of your Contract Value to the "Fixed Account", as described in the answer to Question 5. 2. WHAT ANNUITY OPTIONS DOES THE CONTRACT OFFER? You may receive annuity payments on a fixed or a variable basis or a combination of the two. We offer a variety of annuity options including: .. a life annuity with payments guaranteed for zero to thirty years; .. a joint and full survivorship annuity, with payments guaranteed for zero to thirty years; and .. fixed payments for a specified period of five to thirty years. Call us to inquire about other options. You may change your annuity option at any time before annuitization. You may select the date to annuitize the Contract. The date you select, however, may be no later than the later of the tenth Contract Anniversary or the youngest Annuitant's 90th birthday. If your Contract was issued in connection with a qualified plan, different deadlines may apply. If you select annuity payments on a variable basis, the amount of our payments to you will be affected by the investment performance of the Subaccounts you have selected. The fixed portion of your annuity payments, on the other hand, generally will be equal in amount to the initial payment we determine. As explained in more detail below, however, during the Annuity Period you will have a limited ability to change the relative weighting of the Subaccounts on which your variable annuity payments are based or to increase the portion of your annuity payments consisting of Fixed Annuity payments. 3. HOW DO I BUY A CONTRACT? You can obtain a Contract application from your Lincoln Benefit agent. You must pay at least $1,200 in Purchase Payments during the first Contract Year. Purchase Payments must be at least $100, unless you enroll in an automatic payment plan. Your periodic payments in an automatic payment plan must be at least $25 per month. We may lower these minimums at our sole discretion. The maximum age of the oldest Contact Owner and Annuitant cannot exceed age 90 as of the date we receive the completed application. 4. WHAT ARE MY INVESTMENT CHOICES UNDER THE CONTRACT? You can allocate and reallocate your investment among the Subaccounts, each of which in turn invests in a single Portfolio. Under the Contract, the Separate Account currently invests in the Portfolios described in "The Investment and Fixed Account Options: Separate Account Investments." Some of the Portfolios described in this prospectus may not be available in your Contract. Each Portfolio holds its assets separately from the assets of the other Portfolios. Each Portfolio has distinct investment objectives and policies which are described in the accompanying prospectuses for the Portfolios. 5. WHAT IS THE FIXED ACCOUNT OPTION? We offer two Fixed Account interest crediting options: the Guaranteed Maturity Fixed Account Option and the Dollar Cost Averaging Fixed Account Option. You may allocate Purchase Payments to the Subaccount(s) and the Fixed Account(s). Loan payments 8 PROSPECTUS may not be allocated to the Fixed Account(s). You may not transfer amounts into the DCA Fixed Account. The minimum amount that may be transferred into any one of the Guarantee Maturity Fixed Account Options is $500. We will credit interest to amounts allocated to the Guaranteed Maturity Fixed Account Option at a specified rate for a specified Guarantee Period. You select the Guarantee Period for each amount that you allocate to the Guaranteed Maturity Fixed Account Option. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. At the end of each Guarantee Period, you may select a new Guarantee Period from among the choices we are then making available or transfer or withdraw the relevant amount from the Fixed Account without any Market Value Adjustment. We may offer Guarantee Periods ranging from one to ten years in length. We are currently offering Guarantee Periods of one, three, five, seven, and ten years in length. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. We will not change the interest rate credited to a particular allocation until the end of the relevant Guarantee Period. From time to time, however, we may change the interest rate that we offer to credit to new allocations to the Guaranteed Maturity Fixed Account Option and to amounts rolled over in the Fixed Account for new Guarantee Periods. In addition, if you participate in our dollar cost averaging program, you may designate amounts to be held in the Dollar Cost Averaging Fixed Account Option until they are transferred monthly to the Subaccounts or Guarantee Periods of your choosing. When you make an allocation to the Fixed Account for this purpose, we will set an interest rate applicable to that amount. We will then credit interest at that rate to that amount until it has been entirely transferred to your chosen Subaccounts or Guarantee Periods. We will complete the transfers within one year of the allocation. In our discretion we may change the rate that we set for new allocations to the Fixed Account for the dollar cost averaging program. We will never, however, set a rate less than an effective annual rate of 3%. A Market Value Adjustment may increase or decrease the amount of certain transactions involving the Fixed Account, to reflect changes in interest rates. As a general rule, we will apply a Market Value Adjustment to the following transactions: 1) when you withdraw funds from the Guaranteed Maturity Fixed Account Option in an amount greater than the Free Withdrawal Amount (which is described in the answer to Question 6); 2) when you transfer funds from the Guaranteed Maturity Fixed Account Option to the Subaccounts; 3) when you allocate part of your balance in the Guaranteed Maturity Fixed Account Option to a new Guarantee Period before the end of the existing Guarantee Period; 4) when you annuitize your Contract; and 5) when we pay a death benefit. We will not apply a Market Value Adjustment to a transaction to the extent that: 1) it occurs within 30 days after the end of a Guarantee Period applicable to the funds involved in the transaction; 2) it is necessary to meet IRS minimum withdrawal requirements; or 3) it is a transfer that is part of a Dollar Cost Averaging program. We determine the amount of a Market Value Adjustment using a formula that takes into consideration: 1) whether current interest rates differ from interest rates at the beginning of the applicable Guarantee Period; and 2) how many years are left until the end of the Guarantee Period. As a general rule, if interest rates have dropped, the Market Value Adjustment will be an addition; if interest rates have risen, the Market Value Adjustment will be a deduction. It is therefore possible that if you withdraw an amount from the Fixed Account during a Guarantee Period, a Market Value Adjustment may cause you to receive less than you initially allocated to the Fixed Account. 6. WHAT ARE MY EXPENSES UNDER THE CONTRACT? CONTRACT MAINTENANCE CHARGE. During the Accumulation Period, each year we subtract an annual contract maintenance charge of $35 from your Contract Value allocated to the Subaccounts. We will waive this charge if you pay $50,000 or more in Purchase Payments or if you allocate all of your Contract Value to the Fixed Account. During the Annuity Period, we will subtract the annual contract maintenance charge in equal parts from your annuity payments. We waive this charge if on the Annuity Date your Contract Value is $50,000 or more or if all payments are Fixed Annuity payments. ADMINISTRATIVE EXPENSE CHARGE AND MORTALITY AND EXPENSE RISK CHARGE. We impose a mortality and expense risk charge at an annual rate of 1.15% of average daily net assets and an administrative expense charge at an annual rate of .10% of average daily net assets. If you select one of our optional enhanced benefit riders, however, we may charge you a higher mortality and expense risk charge. These charges are assessed each day during the Accumulation Period and the Annuity Period. We guarantee that we will not raise these charges. TRANSFER FEE. Although we currently are not charging a transfer fee, the Contract permits us to charge you up to 9 PROSPECTUS $10 per transfer for each transfer after the first transfer in each month. WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE). During the Accumulation Period, you may withdraw all or part of the value of your Contract before your death or, if the Contract is owned by a company or other legal entity, before the Annuitant's death. Certain withdrawals may be made without payment of any Withdrawal Charge, which is a contingent deferred sales charge. Other withdrawals are subject to the Withdrawal Charge. The Withdrawal Charge will vary depending on how many complete years have passed since you paid the Purchase Payment being withdrawn. The Withdrawal Charge applies to each Purchase Payment for seven complete years from the date of the Payment (each a "Contribution Year") as follows:
CONTRIBUTION APPLICABLE YEAR CHARGE 1-2 7% 3-4 6% 5 5% 6 4% 7 3% 8 + 0%
In determining Withdrawal Charges, we will deem your Purchase Payments to be withdrawn on a first-in, first-out basis. Each year, free of Withdrawal Charges or any otherwise applicable Market Value Adjustment, you may withdraw the Free Withdrawal Amount, which equals: (a) the greater of: . earnings not previously withdrawn; or . 15% of your total Purchase Payments made in the most recent seven years; plus (b) an amount equal to your total Purchase Payments made more than seven years ago, to the extent not previously withdrawn. In most states, we also may waive the Withdrawal Charge if you: 1) require long-term medical or custodial care outside the home; 2) become unemployed; or 3) are diagnosed with a terminal illness. These provisions will apply to the Annuitant, if the Contract is owned by a company or other legal entity. Additional restrictions and costs may apply to Contracts issued in connection with qualified plans. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. You should consult with your tax counselor to determine what effect a withdrawal might have on your tax liability. As described in the answer to Question 5, we may increase or decrease certain withdrawals by a Market Value Adjustment. PREMIUM TAXES. Certain states impose a premium tax on annuity purchase payments received by insurance companies. Any premium taxes relating to the Contract may be deducted from Purchase Payments or the Contract Value when the tax is incurred or at a later time. State premium taxes generally range from 0% to 3.5%. OTHER EXPENSES. In addition to our charges under the Contract, each Portfolio deducts amounts from its assets to pay its investment advisory fees and other expenses. 7. HOW WILL MY INVESTMENT IN THE CONTRACT BE TAXED? You should consult a qualified tax adviser for personalized answers. Generally, earnings under variable annuities are not taxed until amounts are withdrawn or distributions are made. This deferral of taxes is designed to encourage long-term personal savings and supplemental retirement plans. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. Special rules apply if the Contract is owned by a company or other legal entity. Generally, such an owner must include in income any increase in the excess of the Contract Value over the "investment in the contract" during the taxable year. 8. DO I HAVE ACCESS TO MY MONEY? At any time during the Accumulation Period, we will pay you all or part of the value of your Contract, minus any applicable charge, if you surrender your Contract or request a partial withdrawal. Under some qualified plans, you may also take a loan against the value of your Contract. Generally, a partial withdrawal must equal at least $50, and after the withdrawal your remaining Contract Value must at least equal $500. Although you have access to your money during the Accumulation Period, certain charges, such as the contract maintenance charge, the Withdrawal Charge, and premium tax charges, may be deducted on a surrender or withdrawal. You may also incur federal income tax liability or tax penalties. In addition, if you have allocated some of the value of your Contract to the Fixed Account, the amount of your surrender proceeds or withdrawal may be increased or decreased by a Market Value Adjustment. After annuitization, under certain settlement options you may be entitled to withdraw the commuted value of the remaining payments. 9. WHAT IS THE DEATH BENEFIT? We will pay a death benefit while the Contract is in force and before the Annuity Date, if the Contract Owner dies, or if the Annuitant dies and the Contract Owner is not a living person. To obtain payment of the Death Benefit, the Beneficiary must submit to us a complete request for 10 PROSPECTUS payment of the death benefit, which includes due proof of death as specified in the Contract. The standard death benefit is the greatest of the following: 1) your total Purchase Payments reduced by a withdrawal adjustment; 2) your Contract Value; 3) the amount you would have received by surrendering your Contract; or 4) your Contract Value on each Contract Anniversary evenly divisible by seven increased by the total Purchase Payments since that anniversary and reduced by a withdrawal adjustment. We also offer an optional enhanced death benefit rider, which is described later in this prospectus. We will determine the value of the death benefit on the day that we receive all of the information that we need to process the claim. 10. WHAT ELSE SHOULD I KNOW? ALLOCATION OF PURCHASE PAYMENTS. You allocate your initial Purchase Payment among the Subaccounts and the Fixed Account in your Contract application. You may make your allocations in specific dollar amounts or percentages, which must be whole numbers that add up to 100%. When you make subsequent Purchase Payments, you may again specify how you want your payments allocated. If you do not, we will automatically allocate the payment based on your most recent instructions. You may not allocate Purchase Payments to the Fixed Account if it is not available in your state. TRANSFERS. During the Accumulation Period, you may transfer Contract Value among the Subaccounts and from the Subaccounts to the Fixed Account. You may not make a transfer, however, that would result in your allocating your Contract Value to more than twenty-one options under the Contract. While you may also transfer amounts from the Fixed Account, a Market Value Adjustment may apply. You may instruct us to transfer Contract Value by writing or calling us. You may also use our Automatic Dollar Cost Averaging or Portfolio Rebalancing programs. You may not use both programs at the same time. Under the Dollar Cost Averaging program, amounts are automatically transferred at regular intervals from the Fixed Account or a Subaccount of your choosing, including other Subaccounts or the Fixed Account. Transfers from the Dollar Cost Averaging Fixed Account may be made monthly only. Transfers from Subaccounts may be made monthly, quarterly, or annually. Under the Portfolio Rebalancing Program, you can maintain the percentage of your Contract Value allocated to each Subaccount at a pre-set level. Investment results will shift the balance of your Contract Value allocations. If you elect rebalancing, we will automatically transfer your Contract Value back to the specified percentages at the frequency (monthly, quarterly, semiannually, annually) that you specify. We will automatically terminate this program if you request a transfer outside of the program. You may not include the Fixed Account in a portfolio rebalancing program. You also may not elect rebalancing after annuitization. During the Annuity Period, you may not make any transfers for the first six months after the Annuity Date. Thereafter, you may make transfers among the Subaccounts or from the Subaccounts to increase your Fixed Annuity payments. Your transfers, however, must be at least six months apart. You may not, however, convert any portion of your right to receive Fixed Annuity payments into Variable Annuity payments. FREE LOOK PERIOD. You may cancel the Contract by returning it to us within 10 days after you receive it, or after whatever longer period may be permitted by state law. You may return it by delivering it or mailing it to us. If you return the Contract, the Contract terminates and, in most states, we will pay you an amount equal to the Contract Value on the date we receive the Contract from you. The Contract Value may be more or less than your Purchase Payments. In some states, we are required to send you the amount of your Purchase Payments. Since state laws differ as to the consequences of returning a Contract, you should refer to your Contract for specific information about your circumstances. If your Contract is qualified under Section 408 of the Internal Revenue Code, we will refund the greater of any purchase payments or the Contract Value. 11. WHO CAN I CONTACT FOR MORE INFORMATION? You can write to us at Lincoln Benefit Life Company, P.O. Box 80469, Lincoln, NE 68501-0469, or call us at (800) 865-5237. CONDENSED FINANCIAL INFORMATION Attached as Appendix A is a table showing selected information concerning Accumulation Unit Values for each Subaccount for 1994 through 2004. Accumulation Unit Value is the unit of measure that we use to calculate the value of your interest in a Subaccount. Accumulation Unit Value does not reflect the deduction of certain charges that are subtracted from your Contract Value, such as the Contract Administration Charge. The Separate Account's financial statements, which are comprised of the financial statements of the underlying sub-accounts, as of December 31, 2004, are included in the Statement of Additional Information. Lincoln Benefit's financial statements as of December 31, 2004, are included in the Statement of Additional Information. DESCRIPTION OF THE CONTRACTS SUMMARY. The Contract is a deferred annuity contract designed to aid you in long-term financial planning. You may add to the Contract Value by making additional Purchase Payments. In addition, the Contract Value will 11 PROSPECTUS change to reflect the performance of the Subaccounts to which you allocate your Purchase Payments and your Contract Value, as well as to reflect interest credited to amounts allocated to the Fixed Account. You may withdraw your Contract Value by making a partial withdrawal or by surrendering your Contract. Upon Annuitization, we will pay you benefits under the Contract in the form of an annuity, either for the life of the Annuitant or for a fixed number of years. All of these features are described in more detail below. CONTRACT OWNER. As the Contract Owner, you are the person usually entitled to exercise all rights of ownership under the Contract. You usually are also the person entitled to receive benefits under the Contract or to choose someone else to receive benefits. The Contract can also be purchased as an IRA or TSA (also known as a 403(b)). The endorsements required to qualify these annuities under the Code may limit or modify your rights and privileges under the Contract. The maximum age of the oldest Contract Owner and Annuitant cannot exceed age 90 as of the date we receive the completed application. The Contract cannot be jointly owned by both a non-living person and a living person. Changing ownership of this contract may cause adverse tax consequences and may not be allowed under qualified plans. Please consult with a competent tax advisor prior to making a request for a change of Contract Owner. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for purposes of this section and the Death Benefit section. ANNUITANT. The Annuitant is the living person whose life span is used to determine annuity payments. You initially designate an Annuitant in your application. You may change the Annuitant at any time before annuity payments begin. If your Contract was issued under a plan qualified under Section 403(b), 408 or 408A of the Tax Code, you must be the Annuitant. If the Contract is a non-qualified Contract, you may also designate a Joint Annuitant, who is a second person on whose life annuity payments depend. Additional restrictions may apply in the case of Qualified Plans. If you are not the Annuitant and the Annuitant dies before annuity payments begin, then either you become the new Annuitant or you must name another person as the new Annuitant. You must attest that the Annuitant is alive in order to annuitize your Contract. MODIFICATION OF THE CONTRACT. Only a Lincoln Benefit officer may approve a change in or waive any provision of the Contract. Any change or waiver must be in writing. None of our agents has the authority to change or waive the provisions of the Contract. We are permitted to change the terms of the Contract if it is necessary to comply with changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT. Before the Annuity Date, if the Annuitant is still alive, you may assign an interest in the Contract if it is a non-qualified Contract. If a Contract is issued pursuant to a Qualified Plan, the law prohibits some types of assignments, pledges and transfers and imposes special conditions on others. An assignment may also result in taxes or tax penalties. We will not be bound by any assignment until we receive written notice of it. Accordingly, until we receive written notice of an assignment, we will continue to act as though the assignment had not occurred. We are not responsible for the validity of any assignment. BECAUSE OF THE POTENTIAL TAX CONSEQUENCES AND ERISA ISSUES ARISING FROM AN ASSIGNMENT, YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. FREE LOOK PERIOD. You may cancel the Contract by returning it to us within 10 days after you receive it, or within whatever longer period may be permitted by state law. You may return it by delivering it to your agent or mailing it to us. If you return the Contract, the Contract terminates and, in most states, we will pay you an amount equal to the Contract Value on the date we receive the Contract from you. The Contract Value at that time may be more or less than your Purchase Payments. In some states, if you exercise your "free look" rights, we are required to return the amount of your Purchase Payments. Currently, if you live in one of those states, on the Issue Date we will allocate your Purchase Payment to the Subaccounts and the Fixed Account Options as you specified in your application. However, we reserve the right in the future to delay allocating your Purchase Payments to the Subaccounts you have selected or to the Fixed Account until 20 days after the Issue Date or, if your state's free look period is longer than ten days, for ten days plus the period required by state law. During that time, we will allocate your Purchase Payment to the Fidelity Money Market Subaccount. Your Contract will contain specific information about your free-look rights in your state. PURCHASES AND CONTRACT VALUE MINIMUM PURCHASE PAYMENT. The minimum initial Purchase Payment for a Contract is $1,200. You may pay it in a lump sum or in installments of your choice over the first Contract Year. You may not pay more than $1 million in Purchase Payments without our prior approval. As a general rule, subsequent Purchase Payments may be made in amounts of $100 or more. Subsequent Purchase Payments made as part of an Automatic Payment Plan, however, may be as small as $25 per month. However, each purchase payment made to the Dollar Cost Averaging Fixed Account must be at least $1,200. If we receive purchase payments designated for the Dollar Cost Averaging Fixed Account that are lower than the required minimum of $1,200, or purchase payments designated for the Guaranteed Maturity Fixed Account Option that are lower than $500, such amounts will be allocated to the Fidelity Money Market Portfolio.We may lower these 12 PROSPECTUS minimums if we choose. We may refuse any Purchase Payment at any time. AUTOMATIC PAYMENT PLAN. You may make scheduled Purchase Payments of $25 or more per month by automatic payment through your bank account. Call or write us for an enrollment form. ALLOCATION OF PURCHASE PAYMENTS. Your Purchase Payments are allocated to the Subaccount(s) and the Fixed Account in the proportions that you have selected. You must specify your allocation in your Contract application, either as percentages or specific dollar amounts. If you make your allocation in percentages, the total must equal 100%. We will allocate your subsequent Purchase Payments in those percentages, until you give us new allocation instructions. You may not allocate Purchase Payments to the Fixed Account if it is not available in your state. You initially may allocate your Purchase Payments to up to twenty-one options, counting each Subaccount and the Fixed Account as one option. For this purpose, we will treat all of your allocations to the Fixed Account as one option, even if you choose more than one Guarantee Period. You may add or delete Subaccounts and/or the Fixed Account from your allocation instructions, but we will not execute instructions that would cause you to have Contract Value in more than twenty-one options. In the future, we may waive this limit. Please note that effective as of September 27, 2002, we will not permit you to allocate new premiums to the Subaccount that invests in the STI Classic Variable Trust International Equity Fund. However, if, as of September 27, 2002, you are enrolled in one of our automatic transaction programs, such as Dollar Cost Averaging or Portfolio Rebalancing, we will continue to effect automatic transactions involving the STI Classic Variable Trust International Equity Fund. In addition, if you currently have funds allocated to the Subaccount which invests in the STI Classic Variable Trust International Equity Fund, you may keep such investment, but may not invest additional premium payments to it. If your application is complete, we will issue your Contract within two business days of its receipt at our P.O. Box shown on the first page of this prospectus. If your application for a Contract is incomplete, we will notify you and seek to complete the application within five business days. For example, if you do not fill in allocation percentages, we will contact you to obtain the missing percentages. If we cannot complete your application within five business days after we receive it, we will return your application and your Purchase Payment, unless you expressly permit us to take a longer time. Usually, we will allocate your initial Purchase Payment to the Subaccounts and the Fixed Account, as you have instructed us, on the Issue Date. We will allocate your subsequent Purchase Payments on the date that we receive them at the next computed Accumulation Unit Value. In some states, however, we are required to return at least your Purchase Payment if you cancel your Contract during the "free-look" period. In those states, we currently will allocate your Purchase Payments on the Issue Date as you have instructed us, as described above. In the future, however, we reserve the right, if you live in one of those states, to allocate all Purchase Payments received during the "free-look period" to the Fidelity Money Market Subaccount. If we exercise that right and your state's free look period is ten days, we will transfer your Purchase Payments to your specified Subaccounts or the Fixed Account 20 days after the Issue Date; if your state's free look period is longer, we will transfer your Purchase Payment after ten days plus the period required by state law have passed. We determine the number of Accumulation Units in each Subaccount to allocate to your Contract by dividing that portion of your Purchase Payment allocated to a Subaccount by that Subaccount's Accumulation Unit Value on the Valuation Date when the allocation occurs. CONTRACT VALUE. We will establish an account for you and will maintain your account during the Accumulation Period. The total value of your Contract at any time is equal to the sum of the value of your Accumulation Units in the Subaccounts you have selected, plus the value of your investment in the Fixed Account. SEPARATE ACCOUNT ACCUMULATION UNIT VALUE. As a general matter, the Accumulation Unit Value for each Subaccount will rise or fall to reflect changes in the share price of the Portfolio in which the Subaccount invests. In addition, we subtract from Accumulation Unit Value amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine Withdrawal Charges, transfer fees and contract maintenance charges separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. We determine a separate Accumulation Unit Value for each Subaccount. We also determine a separate set of Accumulation Unit Values reflecting the cost of the enhanced benefit riders described beginning on page 28. If we elect or are required to assess a charge for taxes, we may calculate a separate Accumulation Unit Value for Contracts issued in connection with Non-Qualified and Qualified Plans, respectively, within each Subaccount. We determine the Accumulation Unit Value for each Subaccount Monday through Friday on each day that the New York Stock Exchange is open for business. You should refer to the prospectuses for the Portfolios which accompany this prospectus for a description of how the assets of each Portfolio are valued, since that determination has a direct bearing on the Accumulation 13 PROSPECTUS Unit Value of the corresponding Subaccount and, therefore, your Contract Value. TRANSFER DURING ACCUMULATION PERIOD. During the Accumulation Period, you may transfer Contract Value among the Fixed Account and the Subaccounts in writing or by telephone. Currently, there is no minimum transfer amount. The Contract permits us to set a minimum transfer amount in the future. You may not make a transfer that would result in your allocating your Contract Value to more than twenty-one options under the Contract at one time. Please note that effective as of September 27, 2002, we will not permit you to allocate new premiums to the Subaccount that invests in the STI Classic Variable Trust International Equity Fund. However, if, as of September 27, 2002, you are enrolled in one of our automatic transaction programs, such as Dollar Cost Averaging or Portfolio Rebalancing, we will continue to effect automatic transactions involving the STI Classic Variable Trust International Equity Fund. In addition, if you currently have funds allocated to the Subaccount which invests in the STI Classic Variable Trust International Equity Fund, you may keep such investment, but may not invest additional premium payments to it. As a general rule, we only make transfers on days when the NYSE is open for business. If we receive your request on one of those days, we will make the transfer that day. Requests received before 4:00 p.m. will be effected on that day at that day's price. Requests received after 4:00 p.m. will be effected on the next day on which the NYSE is open for business, at that day's price. If you transfer an amount from the Fixed Account to a Subaccount before the end of the applicable Guarantee Period or you allocate an amount in the Fixed Account to a new Guarantee Period before the end of the existing Guarantee Period, we usually will increase or decrease the amount by a Market Value Adjustment. The calculation of the Market Value Adjustment is described in "Market Value Adjustment" on page 23. Transfers within 30 days after the end of the applicable Guarantee Period are not subject to a Market Value Adjustment. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date you ask us. You may not transfer Contract Value into the Dollar Cost Averaging Fixed Account Option. You may not transfer Contract Value out of the Dollar Cost Averaging Fixed Account Option except as part of a Dollar Cost Averaging program. We may charge you the transfer fee described on page 6, although we currently are waiving it. At any time, without notice, we may suspend, modify or terminate your privilege to make transfers via the phone, or via other electronic or automated means previously approved by the Company, including, but not limited to, automated telephone services, facsimile machine, e-mail and electronic services via online access. Among other things, we reserve the right to limit the number of such transfers among the Variable Subaccounts in any Contract year, or to refuse any Variable Subaccount transfer request. We also reserve the right to restrict such transfers in any manner reasonably designed to prevent transfers that we consider disadvantageous to the Contract Owners. We use procedures that we believe provide reasonable assurance that telephone authorized transfers are genuine. For example, we tape telephone conversations with persons purporting to authorize transfers and request identifying information. Accordingly, we disclaim any liability for losses resulting from allegedly unauthorized telephone transfers. However, if we do not take reasonable steps to help ensure that a telephone authorization is valid, we may be liable for such losses. MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance and adversely affect your Contract Value. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, because our procedures involve the exercise of reasonable judgment, we may not identify or prevent some market timing or excessive trading. Moreover, imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it is detected. As a result, some investors may be able to engage in market timing and excessive trading, while others are prohibited, and the portfolio may experience the adverse effects of market timing and excessive trading described above. 14 PROSPECTUS TRADING LIMITATIONS We reserve the right to limit transfers among the investment alternatives in any Contract year, or to refuse any transfer request, if: .. we believe, in our sole discretion, that certain trading practices, such as excessive trading, by, or on behalf of, one or more Contract Owners, or a specific transfer request or group of transfer requests, may have a detrimental effect on the Accumulation Unit Values of any Variable Sub-Account or on the share prices of the corresponding Portfolio or otherwise would be to the disadvantage of other Contract Owners; or .. we are informed by one or more of the Portfolios that they intend to restrict the purchase, exchange, or redemption of Portfolio shares because of excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a Variable Sub-Account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Variable Sub-Account underlying Portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying Portfolio has indicated that the transfers interfere with Portfolio management or otherwise adversely impact the Portfolio; and .. the investment objectives and/or size of the Variable Sub-Account underlying Portfolio. We seek to apply these trading limitations uniformly. However, because these determinations involve the exercise of discretion, it is possible that we may not detect some market timing or excessive trading activity. As a result, it is possible that some investors may be able to engage in market timing or excessive trading activity, while others are prohibited, and the Portfolio may experience the adverse effects of market timing and excessive trading described above. If we determine that a Contract Owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. In addition, for Contracts issued on or after May 1, 2001, if we determine that a Contract Owner has engaged in market timing or excessive trading activity, in most states, we will also restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. AUTOMATIC DOLLAR COST AVERAGING PROGRAM. Under our Automatic Dollar Cost Averaging program, you may authorize us to transfer a fixed dollar amount at fixed intervals from the Dollar Cost Averaging Fixed Account Option or a Subaccount of your choosing. The interval between transfers from the Dollar Cost Averaging Fixed Account may be monthly only. The interval between transfers from Subaccounts may be monthly, quarterly, or annually, at your option. The transfers will be made at the Accumulation Unit Value on the date of the transfer. The transfers will continue until you instruct us otherwise, or until your chosen source of transfer payments is exhausted. Currently, the minimum transfer amount is $100 per transfer. However, if you wish to Dollar Cost Average to a Guaranteed Maturity Fixed Account Option, the minimum amount that must be transferred into any one Option is $500. We may change this minimum or grant exceptions. For each purchase payment allocated to this Option, your first monthly transfer will occur 25 days after such purchase payment. If we do not receive an allocation from you within 25 days of the purchase payment, we will transfer the payment plus associated interest to the Fidelity Money Market Variable Subaccount in equal monthly payments. You may not use the Dollar Cost Averaging program to transfer amounts from the Guaranteed Maturity Fixed Account Option. Your request to participate in this program will be effective when we receive your completed application at the P.O. Box given on the first page of this prospectus. Call or write us for a copy of the application. You may elect to increase, decrease or change the frequency or amount of transfers under a Dollar Cost Averaging program. We will not charge a transfer fee for Dollar Cost Averaging. The theory of Dollar Cost Averaging is that by spreading your investment over time, you may be able to reduce the effect of transitory market conditions on your investment. In addition, because a given dollar amount purchases more units when the unit prices are relatively low rather than when the prices are higher, in a fluctuating market, the average cost per unit may be less than the average of the unit prices on the purchase dates. However, participation in this program does not assure you of a greater profit from your purchases under the program, nor will it prevent or necessarily reduce losses in a declining market. Moreover, while we refer to this 15 PROSPECTUS program of periodic transfers generally as dollar cost averaging, periodic transfers from a Subaccount with more volatile performance experience is unlikely to produce the desired effects of dollar cost averaging as would transfers from a less volatile Subaccount. You may not use Dollar Cost Averaging and Portfolio Rebalancing at the same time. PORTFOLIO REBALANCING. Portfolio Rebalancing allows you to maintain the percentage of your Contract Value allocated to each Subaccount at a pre-set level. Over time, the variations in each Subaccount's investment results will shift the balance of your Contract Value allocations. Under the Portfolio Rebalancing feature, each period, if the allocations change from your desired percentages, we will automatically transfer your Contract Value, including new Purchase Payments (unless you specify otherwise), back to the percentages you specify. Portfolio Rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. You may choose to have rebalances made monthly, quarterly, semi-annually, or annually. We will not charge a transfer fee for Portfolio Rebalancing. A one-time request to rebalance the amounts allocated to the Subaccounts is not part of a Portfolio Rebalancing program and is subject to all of the requirements that are applicable to transfers. We will automatically terminate this program if you request any transfers outside the Portfolio Rebalancing program. If you wish to resume Portfolio Rebalancing after it has been canceled, then you must complete a new Portfolio Rebalancing form and send it to our home office. You may not include the Fixed Account in a Portfolio Rebalancing program. You may request Portfolio Rebalancing at any time by submitting a completed written request to us at the P.O. Box given on the first page of this prospectus. Please call or write us for a copy of the request form. If you stop Portfolio Rebalancing, you must wait 30 days to begin again. In your request, you may specify a date for your first rebalancing. If you specify a date fewer than 30 days after your Issue Date, your first rebalance will be delayed one month. If you request Portfolio Rebalancing in your Contract application and do not specify a date for your first rebalancing, your first rebalance will occur one period after the Issue Date. For example, if you specify quarterly rebalancing, your first rebalance will occur three months after your Issue Date. Otherwise, your first rebalancing will occur twenty-five days after we receive your completed request form. All subsequent rebalancing will occur at the intervals you have specified on the day of the month that coincides with the same day of the month as your Contract Anniversary Date. Generally, you may change the allocation percentages, frequency, or choice of Subaccounts at any time. If your total Contract Value subject to rebalancing falls below any minimum value that we may establish, we may prohibit or limit your use of Portfolio Rebalancing. You may not use Dollar Cost Averaging and Portfolio Rebalancing at the same time. We may change, terminate, limit, or suspend Portfolio Rebalancing at any time. 16 PROSPECTUS THE INVESTMENT AND FIXED ACCOUNT OPTIONS - -------------------------------------------------------------------------------- SEPARATE ACCOUNT INVESTMENTS THE PORTFOLIOS. Each of the Subaccounts of the Separate Account invests in the shares of one of the Portfolios. Each Portfolio is either an open-end management investment company registered under the Investment Company Act of 1940 or a separate investment series of an open-end management investment company. We have briefly described the Portfolios below. You should consult the current prospectuses for the Portfolios for more detailed and complete information concerning the Portfolios. If you do not have a prospectus for a Portfolio, contact us and we will send you a copy. We do not promise that the Portfolios will meet their investment objectives. Amounts you have allocated to Subaccounts may grow in value, decline in value, or grow less than you expect, depending on the investment performance of the Portfolios in which those Subaccounts invest. You bear the investment risk that those Portfolios possibly will not meet their investment objectives. You should carefully review their prospectuses before allocating amounts to the Subaccounts of the Separate Account.
PORTFOLIO EACH PORTFOLIO SEEKS INVESTMENT ADVISER - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS - ------------------------------------------------------------------------------- AIM V.I. Basic Value Long-term growth of capital A I M ADVISORS, INC. Fund - Series I (1) - ------------------------------------------------------------------------------- THE ALGER AMERICAN FUND - ------------------------------------------------------------------------------- Alger American Growth Long-term capital Portfolio - Class O appreciation - ------------------------------------------------------- Alger American Income To provide a high level of & Growth Portfolio - dividend income. Its Class O secondary goal is to provide capital appreciation. FRED ALGER MANAGEMENT, - -------------------------------------------------------INC. Alger American Long-term capital Leveraged AllCap appreciation Portfolio - Class O - ------------------------------------------------------- Alger American MidCap Long-term capital Growth Portfolio - appreciation Class O - -------------------------------------------------------- Alger American Small Long-term capital Capitalization appreciation Portfolio - Class O - ------------------------------------------------------------------------------ FEDERATED INSURANCE SERIES - ------------------------------------------------------------------------------- Federated Capital High current income and FEDERATED EQUITY Income Fund II moderate capital MANAGEMENT COMPANY OF appreciation PENNSYLVANIA - ------------------------------------------------------------------------------- Federated High Income High current income Bond Fund II FEDERATED INVESTMENT - -------------------------------------------------------MANAGEMENT COMPANY Federated Fund for Current income U.S. Government Securities II - ------------------------------------------------------------------------------- FIDELITY(R) VARIABLE INSURANCE PRODUCTS - ------------------------------------------------------------------------------- Fidelity VIP Asset To obtain high total return Manager(SM) Portfolio with reduced risk over the - Initial Class long term by allocating its assets among stocks, bonds, and short-term instruments. - ------------------------------------------------------- Fidelity VIP Long-term capital Contrafund(R) appreciation. Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP Reasonable income by Equity-Income investing primarily in Portfolio - Initial income-producing equity Class securities. In choosing these securities, the fund will also consider the potential for capital appreciation. The fund's FIDELITY MANAGEMENT & goal is to achieve a yield RESEARCH COMPANY which exceeds the composite yield on the securities comprising the S&P 500. - ------------------------------------------------------- Fidelity VIP Growth To achieve capital Portfolio - Initial appreciation. Class - ------------------------------------------------------- Fidelity VIP Index 500 Investment results that Portfolio - Initial correspond to the total Class return of common stocks publicly traded in the United States, as represented by the Standard & Poor's 500(SM) Index (S&P 500(R)). - ------------------------------------------------------- Fidelity VIP Money As high a level of current Market Portfolio - income as is consistent with Initial Class preservation of capital and liquidity by investing in money market instruments. - ------------------------------------------------------- Fidelity VIP Overseas Long-term growth of capital. Portfolio - Initial Class - ------------------------------------------------------------------------------- JANUS ASPEN SERIES - ------------------------------------------------------------------------------- Janus Aspen Series Long-term capital growth, Balanced Portfolio - consistent with preservation Institutional Shares of capital and balanced by current income. - ------------------------------------------------------- Janus Aspen Series To obtain maximum total Flexible Bond return, consistent with Portfolio - preservation of capital. Institutional Shares (2) - ------------------------------------------------------- Janus Aspen Series Long-term growth of capital. JANUS CAPITAL MANAGEMENT Foreign Stock LLC Portfolio - Service Shares - ------------------------------------------------------- Janus Aspen Series Long-term growth of capital Large Cap Growth in a manner consistent with Portfolio - the preservation of capital. Institutional Shares (2) - ------------------------------------------------------- Janus Aspen Series Mid Long-term growth of capital Cap Growth Portfolio - Institutional Shares - ------------------------------------------------------- Janus Aspen Series Long-term growth of capital Worldwide Growth in a manner consistent with Portfolio - the preservation of capital. Institutional Shares - ------------------------------------------------------------------------------- MFS(R) VARIABLE INSURANCE TRUST(SM) - ------------------------------------------------------------------------------- MFS Emerging Growth Long-term growth of capital Series - Initial Class - ------------------------------------------------------- MFS Investors Trust To provide long-term growth Series - Initial of capital and secondarily Class to provide reasonable current income - ------------------------------------------------------- MFS New Discovery Capital appreciation. MFS(TM) INVESTMENT Series - Initial MANAGEMENT Class - ------------------------------------------------------- MFS Research Series - Long-term growth of capital Initial Class and future income - ------------------------------------------------------- MFS Total Return To provide above-average Series - Initial income (compared to a Class portfolio invested entirely in equity securities) consistent with the prudent employment of capital and secondarily to provide a reasonable opportunity for growth of capital and income. - ------------------------------------------------------------------------------- OPPENHEIMER VARIABLE ACCOUNT FUNDS - ------------------------------------------------------------------------------- Oppenheimer Main Capital appreciation. Street Small Cap OPPENHEIMERFUNDS, INC. Fund/VA - Service Shares - ------------------------------------------------------------------------------- PREMIER VIT - ------------------------------------------------------------------------------- Premier VIT OpCap Growth of capital and Balanced Portfolio investment income (3) OPCAP ADVISORS LLC - ------------------------------------------------------- Premier VIT OpCap Capital appreciation Small Cap Portfolio (3) - ------------------------------------------------------------------------------- PIMCO VARIABLE INSURANCE TRUST - ------------------------------------------------------------------------------- PIMCO VIT Foreign Bond Maximum total return, Portfolio (U.S. consistent with preservation Dollar-Hedged) - of capital and prudent PACIFIC INVESTMENT Administrative Shares investment management. MANAGEMENT COMPANY LLC - ------------------------------------------------------- PIMCO VIT Total Return Maximum total return, Portfolio - consistent with preservation Administrative Shares of capital and prudent investment management. - ------------------------------------------------------------------------------- PUTNAM VARIABLE TRUST - ------------------------------------------------------------------------------- Putnam VT Capital growth. Current PUTNAM INVESTMENT International Growth income is a secondary MANAGEMENT, LLC and Income Fund - objective. Class IB - ------------------------------------------------------------------------------- SALOMON BROTHERS VARIABLE SERIES FUNDS INC - ------------------------------------------------------------------------------- Salomon Brothers Long-term growth of capital SALOMON BROTHERS ASSET Variable Investors with current income as a MANAGEMENT INC Fund - Class I secondary objective - ------------------------------------------------------------------------------- SCUDDER VARIABLE SERIES I - ------------------------------------------------------------------------------- Scudder SVS I Bond To provide a high level of Portfolio - Class A income consistent with a high quality portfolio of debt securities - ------------------------------------------------------- Scudder SVS I Global Above-average capital Discovery Portfolio - appreciation over the long DEUTSCHE INVESTMENT Class A term MANAGEMENT AMERICAS INC. - ------------------------------------------------------- Scudder SVS I Growth Long-term growth of capital, and Income Portfolio current income and growth of - Class A income - ------------------------------------------------------- Scudder SVS I Long-term growth of capital International primarily through Portfolio - Class A diversified holdings of marketable foreign equity investments - ------------------------------------------------------------------------------- SCUDDER VARIABLE SERIES II - ------------------------------------------------------------------------------- Scudder SVS II Total High total return, a DEUTSCHE INVESTMENT Return Portfolio - combination of income and MANAGEMENT AMERICAS INC. Class A (4) capital appreciation - ------------------------------------------------------------------------------- STI CLASSIC VARIABLE TRUST - ------------------------------------------------------------------------------- STI Classic Capital Capital appreciation Appreciation Fund - -------------------------------------------------------TRUSCO CAPITAL STI Classic Long-term capital MANAGEMENT, INC. International Equity appreciation Fund (5) - ------------------------------------------------------- STI Classic Value Current income with the Income Stock Fund secondary goal of capital appreciation - ------------------------------------------------------------------------------- T. ROWE PRICE EQUITY SERIES, INC. - ------------------------------------------------------------------------------- T. Rowe Price Equity Substantial dividend income Income Portfolio - I as well as long-term growth of capital. - -------------------------------------------------------T. ROWE PRICE T. Rowe Price Mid-Cap Long-term capital ASSOCIATES, INC. Growth Portfolio - I appreciation (6) - ------------------------------------------------------- T. Rowe Price New Long-term growth of capital America Growth Portfolio - I - ------------------------------------------------------------------------------- T. ROWE PRICE INTERNATIONAL SERIES, INC. - ------------------------------------------------------------------------------- T. Rowe Price Long-term growth of capital T. ROWE PRICE International Stock INTERNATIONAL, INC. Portfolio - I - ------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC. - ------------------------------------------------------------------------------- Van Kampen UIF U.S. Above-average total return Mid Cap Value over a market cycle of three VAN KAMPEN (7) Portfolio, Class I to five years by investing in common stocks and other equity securities - ------------------------------------------------------------------------------- VAN KAMPEN LIFE INVESTMENT TRUST - ------------------------------------------------------------------------------- Van Kampen LIT Capital growth Aggressive Growth VAN KAMPEN ASSET Portfolio, Class II MANAGEMENT - ------------------------------------------------------- Van Kampen LIT Growth Long-term growth of capital and Income Portfolio, and income. Class II - ------------------------------------------------------------------------------- WELLS FARGO VARIABLE TRUST FUNDS - ------------------------------------------------------------------------------- Wells Fargo Advantage Long-term capital WELLS FARGO FUNDS Discovery Fund (8) appreciation MANAGEMENT, LLC - ------------------------------------------------------- Wells Fargo Advantage Long-term capital Opportunity Fund (8) appreciation - -------------------------------------------------------------------------------
(1) A Fund's investment objective(s) may be changed by the Fund's Board of Trustees without shareholder approval. (2) Effective May 1, 2005, the Janus Aspen Series Flexible Income Portfolio - Institutional Shares and Janus Aspen Series Growth Portfolio - Institutional Shares changed their names to the Janus Aspen Series Flexible Bond Portfolio - Institutional Shares and Janus Aspen Series Large Cap Growth Portfolio - Institutional Shares, respectively. (3) Effective May 1, 2005, the PAVIT OpCap Balanced Portfolio and PAVIT OpCap Small Cap Portfolio changed their names to the Premier VIT OpCap Balanced Portfolio and Premier VIT OpCap Small Cap Portfolio, respectively. (4) Effective April 29, 2005, the Scudder SVS I Balanced Portfolio - Class A was reorganized onto the Scudder SVS II Total Return Portfolio - Class A. (5) Effective September 27, 2002, the STI Classic International Equity Fund is no longer available for new investments. If you are currently invested in the Variable Sub-account that invests in this Portfolio you may continue your investment. If, prior to September 27, 2002, you enrolled in one of our automatic transaction programs, such as automatic additions, portfolio rebalancing, or dollar cost averaging, we will continue to effect automatic transactions into the Variable Sub-Account in accordance with that program. Outside of these automatic transaction programs, additional allocations will not be allowed. (6) Effective 5/1/04, the T. Rowe Price Mid-Cap Growth Portfolio - I is no longer available for new investments. If you are currently invested in the T. Rowe Price Mid-Cap Growth Portfolio - I you may continue your investment. If you are currently enrolled in one of our automatic transaction programs, such as Portfolio Rebalancing or Dollar Cost Averaging, we will continue to effect automatic transactions to the portfolio in accordance with that program. (7) Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. (8) Effective 4/8/05, the Strong Mid Cap Growth Fund II - Investor Class and Strong Opportunity Fund II - Investor Class were reorganized into the Wells Fargo Advantage Discovery Fund and Wells Fargo Advantage Opportunity Fund, respectively. Each Portfolio is subject to certain investment restrictions and policies which may not be changed without the approval of a majority of the shareholders of the Portfolio. See the accompanying Prospectuses of the Portfolios for further information. We automatically reinvest all dividends and capital gains distributions from the Portfolios in shares of the distributing Portfolio at their net asset value. The income and realized and unrealized gains or losses on the assets of each Subaccount are separate and are credited to or charged against the particular Subaccount without regard to income, gains or losses from any other Subaccount or from any other part of our business. We will use the net Purchase Payments you allocate to a Subaccount to purchase shares in the corresponding Portfolio and will redeem shares in the Portfolios to meet Contract obligations or make adjustments in reserves. The Portfolios are required to redeem their shares at net asset value and to make payment within seven days. Some of the Portfolios have been established by investment advisers which manage publicly traded mutual funds having similar names and investment objectives. While some of the Portfolios may be similar to, and may in fact be modeled after publicly traded mutual funds, you should understand that the Portfolios are not otherwise directly related to any publicly traded mutual fund. Consequently, the investment performance of publicly traded mutual funds and any similarly named Portfolio may differ substantially. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. Although neither we nor any of the Portfolios currently foresees any such disadvantages either to variable life insurance or variable annuity contract owners, each Portfolio's Board of Directors intends to monitor events in order to identify any material conflicts between variable life and variable annuity contract owners and to determine what action, if any, should be taken in response thereto. If a Board of Directors were to conclude that separate investment funds should be established for variable life and variable annuity separate accounts, Lincoln Benefit will bear the attendant expenses. VOTING RIGHTS. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Subaccounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. We will notify you when your 20 PROSPECTUS instructions are needed. We will also provide proxy materials or other information to assist you in understanding the matter at issue. We will determine the number of shares for which you may give voting instructions as of the record date set by the relevant Portfolio for the shareholder meeting at which the vote will occur. As a general rule, before the Annuity Date, you are the person entitled to give voting instructions. After the Annuity Date, the payee is that person. Retirement plans, however, may have different rules for voting by plan participants. If you send us written voting instructions, we will follow your instructions in voting the Portfolio shares attributable to your Contract. If you do not send us written instructions, we will vote the shares attributable to your Contract in the same proportions as we vote the shares for which we have received instructions from other Contract Owners. We will vote shares that we hold in the same proportions as we vote the shares for which we have received instructions from other Contract Owners. We may, when required by state insurance regulatory authorities, disregard Contract Owner voting instructions if the instructions require that the shares be voted so as to cause a change in the sub-classification or investment objective of one or more of the Portfolios or to approve or disapprove an investment advisory contract for one or more of the Portfolios. In addition, we may disregard voting instructions in favor of changes initiated by Contract Owners in the investment objectives or the investment adviser of the Portfolios if we reasonably disapprove of the proposed change. We would disapprove a proposed change only if the proposed change is contrary to state law or prohibited by state regulatory authorities or we reasonably conclude that the proposed change would not be consistent with the investment objectives of the Portfolio or would result in the purchase of securities for the Portfolio which vary from the general quality and nature of investments and investment techniques utilized by the Portfolio. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report to you. This description reflects our view of currently applicable law. If the law changes or our interpretation of the law changes, we may decide that we are permitted to vote the Portfolio shares without obtaining instructions from our Contract Owners, and we may choose to do so. ADDITIONS, DELETIONS, AND SUBSTITUTIONS OF SECURITIES. If the shares of any of the Portfolios are no longer available for investment by the Separate Account or if, in the judgment of our Board of Directors, further investment in the shares of a Portfolio is no longer appropriate in view of the purposes of the Contract, we may add or substitute shares of another Portfolio or underlying fund for Portfolio shares already purchased or to be purchased in the future by Purchase Payments under the Contract. Any substitution of securities will comply with the requirements of the 1940 Act. We also reserve the right to make the following changes in the operation of the Separate Account and the Subaccounts: (a) to operate the Separate Account in any form permitted by law; (b) to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable laws; (c) to transfer assets from one Subaccount to another, or from any subaccount to our general account; (d) to add, combine, or remove Subaccounts in the Separate Account; and (e) to change the way in which we assess charges, as long as the total charges do not exceed the maximum amount that may be charged the Separate Account and the Portfolios in connection with the Contracts. If we take any of these actions, we will comply with the then applicable legal requirements. THE FIXED ACCOUNT GENERAL. You may allocate part or all of your Purchase Payments to the Fixed Account in states where it is available. Amounts allocated to the Fixed Account become part of the general assets of Lincoln Benefit. Loan payments may not be allocated to the Fixed Account(s). Allstate Life invests the assets of the general account in accordance with applicable laws governing the investments of insurance company general accounts. The Fixed Account may not be available in all states. Please contact us at 1-800-865-5237 for current information. GUARANTEED MATURITY FIXED ACCOUNT OPTION. We will credit interest to each amount allocated to the Guaranteed Maturity Fixed Account Option at a specified rate for a specified Guarantee Period. You select the Guarantee Period for each amount that you allocate to this option. We will declare the interest rate that we will guarantee to credit to that amount for that Guarantee Period. Each amount allocated to a Guarantee Period under this option must be at least $500. We reserve the right to limit the number of additional Purchase Payments that may be allocated to this option. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We may offer Guarantee Periods ranging from one to ten years in length. We will decide in our discretion which Guarantee Periods to offer. Currently, we offer Guarantee Periods of one, three, five, seven and ten years. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. We will credit interest daily to each amount allocated to a Guarantee Period under this option at a rate which compounds to the effective annual interest rate that we 21 PROSPECTUS declared at the beginning of the applicable Guarantee Period. We will not change the interest rate credited to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. The following example illustrates how a Purchase Payment allocated to this option would grow, given an assumed Guarantee Period and effective annual interest rate:
EXAMPLE Purchase Payment $10,000 Guarantee Period 5years Effective Annual Rate 4.50%
END OF CONTACT YEAR YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ Beginning Contract Value $10,000.00 X (1 + Effective Annual Rate) X 1.045 ---------- $10,450.00 Contract Value at end of Contract Year $10,450.00 X (1 + Effective Annual Rate) X 1.045 ---------- $10,920.25 Contract Value at end of Contract Year $10,920.25 X (1 + Effective Annual Rate) X 1.045 ---------- $11,411.66 Contract Value at end of Contract Year $11,411.66 X (1 + Effective Annual Rate) X 1.045 ---------- $11,925.19 Contract Value at end of Contract Year $11,925.19 X (1 + Effective Annual Rate) X 1.045 ---------- $12,461.82
Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82 - $10,000) NOTE: This example assumes no withdrawals during the entire five-year Guarantee Period. If you were to make a partial withdrawal, you might be required to pay a Withdrawal Charge and the amount withdrawn might be increased or decreased by a Market Value Adjustment. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on relevant factors such as then current interest rates, regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. For current interest rate information, please contact us at 1-800- 865-5237. WE WILL DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. At the end of each Guarantee Period, we will mail you a notice asking you what to do with the relevant amount, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 1) take no action. If so, we will automatically keep the relevant amount in the Guaranteed Maturity Fixed Account Option. The new Guarantee Period will be the same length as the expiring Guarantee Period and will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for Guarantee Periods of that length; or 2) allocate the relevant Contract Value to one or more new Guarantee Periods of your choice in the Guaranteed Maturity Fixed Account Option. The new Guarantee Period(s) will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for those Guarantee Periods; or 3) instruct us to transfer all or a portion of the relevant amount to one or more Subaccounts. We will effect the transfer on the day we receive your instructions. We will not adjust the amount transferred to include a Market Value Adjustment; or 4) withdraw all or a portion of the relevant amount through a partial withdrawal. You may be required to pay a Withdrawal Charge, but we will not adjust the amount withdrawn to include a Market Value Adjustment. The amount withdrawn will be deemed to have been withdrawn on the day the Guarantee Period ends. Under our Automatic Laddering Program, you may choose, in advance, to use Guarantee Periods of the same length for all renewals in the Guaranteed Maturity Fixed 22 PROSPECTUS Account Option. You can select this program at any time during the Accumulation Period, including on the Issue Date. We will apply renewals to Guarantee Periods of the selected length until you direct us in writing to stop. We may stop offering this program at any time. MARKET VALUE ADJUSTMENT. We may increase or decrease the amount of some transactions involving your investment in the Guaranteed Maturity Fixed Account Option to include a Market Value Adjustment. The formula for determining Market Value Adjustments reflects changes in interest rates since the beginning of the relevant Guarantee Period. As a result, you will bear some of the investment risk on amounts allocated to the Guaranteed Maturity Fixed Account Option. As a general rule, we will apply a Market Value Adjustment to the following transactions involving your Fixed Account balance: 1) when you withdraw funds from the Guaranteed Maturity Fixed Account Option in an amount greater than the Free Withdrawal Amount, as described on page 22; 2) when you transfer funds from the Guaranteed Maturity Fixed Account Option to the Subaccounts; 3) when you allocate part of your balance in the Guaranteed Maturity Fixed Account Option to a new Guarantee Period before the end of the existing Guarantee Period; 4) when you annuitize your Contract; and 5) when we pay a death benefit. We will not apply a Market Value Adjustment to a transaction, to the extent that: 1) it occurs within 30 days after the end of a Guarantee Period applicable to the funds involved in the transaction; 2) you make a withdrawal to satisfy the IRS' required minimum distribution rules for this Contract; or 3) it is a transfer that is part of a Dollar Cost Averaging program. The formula for calculating Market Value Adjustments is set forth in Appendix B to this prospectus, which also contains additional examples of the application of the Market Value Adjustment. This formula primarily compares: 1) the Treasury Rate at the time of the relevant transaction for a maturity equal in length to the relevant Guarantee Period; and 2) the Treasury Rate at the beginning of the Guarantee Period for a maturity equal in length to the Guarantee Period. Generally, if the Treasury Rate at the beginning of the Guarantee Period is higher than the corresponding current Treasury Rate, then the Market Value Adjustment will increase the amount payable to you or transferred. Similarly, if the Treasury Rate at the beginning of the Guarantee Period is lower than the corresponding current Treasury Rate, then the Market Value Adjustment will reduce the amount payable to you or transferred. For example, assume that you purchased a Contract and selected an initial Guarantee Period of five years and the five-year Treasury Rate for that duration is 4.50%. Assume that at the end of three years, you make a partial withdrawal. If, at that later time, the current five-year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Similarly, if the current five-year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may also allocate Purchase Payments to the Dollar Cost Averaging Fixed Account Option. We will credit interest to Purchase Payments allocated to this option for up to one year at the current rate that we declare when you make the allocation. The effective annual rate will never be less than 3%. You may not transfer funds to this option from the Subaccounts or the Guaranteed Maturity Fixed Account Option. We will follow your instructions in transferring amounts from this option to the Subaccounts or the Guaranteed Maturity Fixed Account Option on a monthly basis only, as described in "Automatic Dollar Cost Averaging Program" on page 16 of this prospectus. ANNUITY BENEFITS ANNUITY DATE. You may select the Annuity Date, which is the date on which annuity payments are to begin, in your application. The Annuity Date must always be the business day on or immediately following the tenth day of a calendar month. The Annuity Date may be no later than the Latest Annuity Date. As a general rule, the Latest Annuity Date is on or immediately following the later of the 10th Contract Anniversary or the youngest Annuitant's 90th birthday. If your Contract was issued pursuant to a Qualified Plan, however, the Tax Code generally requires you to begin to take at least a minimum distribution by the later of: .. the year of your separation from service; or .. April 1 of the calendar year following the calendar year in which you attain age 70 1/2. If your Contract is issued pursuant to Section 408 of the Tax Code (traditional IRAs), you must begin taking minimum distributions by April 1 of the calendar year following the calendar year in which you reach age 70 1/2. No minimum distributions are required by the Tax Code for Contracts issued pursuant to Section 408A (Roth IRAs). If your Contract was purchased by a Qualified Plan, we may require you to annuitize by the date required by the 23 PROSPECTUS Tax Code, unless you show us that you are meeting the minimum distribution requirements in some other way. If you do not select an Annuity Date, the Latest Annuity Date will automatically become the Annuity Date. You may change the Annuity Date by writing to us at the address given on the first page of the prospectus. ANNUITY OPTIONS. You may elect an Annuity Option at any time before the Annuity Date. As part of your election, you may choose the length of the applicable guaranteed payment period within the limits available for your chosen Option. If you do not select an Annuity Option, we will pay monthly annuity payments in accordance with the applicable default Option. The default Options are: .. Option A with 10 years (120 months) guaranteed, if you have designated only one Annuitant; and .. Option B with 10 years (120 months) guaranteed, if you have designated joint Annuitants. You may freely change your choice of Annuity Option, as long as you request the change at least thirty days before the Annuity Date. Three Annuity Options are generally available under the Contract. Each is available in the form of: .. a Fixed Annuity; .. a Variable Annuity; or .. a combination of both Fixed and Variable Annuity. The three Annuity Options are: OPTION A: LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make periodic income payments for at least as long as the Annuitant lives. If the Annuitant dies before we have made all of the guaranteed income payments, we will continue to pay income payments to the Beneficiary until the guaranteed number of payments has been paid. The number of months guaranteed may be 0 months, or range from 60 to 360 months. OPTION B: JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make periodic income payments for at least as long as either the Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint Annuitant die before we have made all of the guaranteed income payments, we will continue to pay income payments to the Beneficiary until the guaranteed number of payments has been paid. The number of months guaranteed may be 0 months, or range from 60 to 360 months. OPTION C, PAYMENTS FOR A SPECIFIED PERIOD CERTAIN OF 5 YEARS TO 30 YEARS. We make periodic payments for the period you have chosen. If the Annuitant dies before all of the guaranteed payments have been made, we will pay the remaining guaranteed payments to the Beneficiary. If you elect this option, and request Variable Annuity payments, you may at any time before the period expires request a lump sum payment. If you elected Variable Annuity payments, the lump sum payment will depend on: .. the investment results of the Subaccounts you have selected, .. the Contract Value at the time you elected annuitization, and .. the length of the remaining period for which the payee would be entitled to payments. No lump sum payment is available if you request Fixed Annuity payments. If you purchased your Contract under a retirement plan, you may have a more limited selection of Annuity Options to choose from. You should consult your Plan documents to see what is available. If you choose Income Plan A or B, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. You may not "annuitize" your Contract for a lump sum payment. Instead, before the Annuity Date you may surrender your Contract for a lump sum. As described on page 24 below, however, we will subtract any applicable Withdrawal Charge and increase or decrease your surrender proceeds by any applicable Market Value Adjustment. OTHER OPTIONS. We may have other Annuity Options available. You may obtain information about them by writing or calling us. If your Contract is issued under Sections 401, 403(b), 408 or 408A of the Tax Code, we will only make payments to you and/or your spouse. ANNUITY PAYMENTS: GENERAL. On the Annuity Date, we will apply the Annuitized Value of your Contract to the Annuity Option you have chosen. Your annuity payments may consist of Variable Annuity payments or Fixed Annuity payments or a combination of the two. We will determine the amount of your annuity payments as described in "Variable Annuity Payments" and "Fixed Annuity Payments" beginning on page 25. You must notify us in writing at least 30 days before the Annuity Date how you wish to allocate your Annuitized Value between Variable Annuity and Fixed Annuity payments. You must apply at least the Contract Value in the Fixed Account on the Annuity Date to Fixed Annuity payments. If you wish to apply any portion of your Fixed Account balance to your Variable Annuity payments, you should plan ahead and transfer that amount to the 24 PROSPECTUS Subaccounts prior to the Annuity Date. If you do not tell us how to allocate your Contract Value among Fixed and Variable Annuity payments, we will apply your Contract Value in the Separate Account to Variable Annuity payments and your Contract Value in the Fixed Account to Fixed Annuity payments. Annuity payments begin on the Annuity Date. We make subsequent annuity payments on the tenth of the month or, if the NYSE is closed on that day, the next day on which the NYSE is open for business. Annuity payments will be made in monthly, quarterly, semi-annual or annual installments as you select. If the amount available to apply under an Annuity Option is less than $5,000, however, and state law permits, we may pay you a lump sum instead of the periodic payments you have chosen. In addition, if the first annuity payment would be less than $50, and state law permits us, we may reduce the frequency of payments so that the initial payment will be at least $50. We may defer for up to 15 days the payment of any amount attributable to a Purchase Payment made by check to allow the check reasonable time to clear. YOU MAY NOT WITHDRAW CONTRACT VALUE DURING THE ANNUITY PERIOD, IF WE ARE MAKING PAYMENTS TO YOU UNDER ANY ANNUITY OPTION, SUCH AS OPTION A OR B ABOVE, INVOLVING PAYMENT TO THE PAYEE FOR LIFE OR ANY COMBINATION OF PAYMENTS FOR LIFE AND MINIMUM GUARANTEE PERIOD FOR A PREDETERMINED NUMBER OF YEARS. VARIABLE ANNUITY PAYMENTS. One basic objective of the Contract is to provide Variable Annuity Payments which will to some degree respond to changes in the economic environment. The amount of your Variable Annuity Payments will depend upon the investment results of the Subaccounts you have selected, any premium taxes, the age and sex of the Annuitant, and the Annuity Option chosen. We guarantee that the Payments will not be affected by (1) actual mortality experience and (2) the amount of our administration expenses. We cannot predict the total amount of your Variable Annuity payments. The Variable Annuity payments may be more or less than your total Purchase Payments because (a) Variable Annuity payments vary with the investment results of the underlying Portfolios; and (b) Annuitants may die before their actuarial life expectancy is achieved. The length of any guaranteed payment period under your selected Annuity Option will affect the dollar amounts of each Variable Annuity payment. As a general rule, longer guarantee periods result in lower periodic payments, all other things being equal. For example, if a life Annuity Option with no minimum guaranteed payment period is chosen, the Variable Annuity payments will be greater than Variable Annuity payments under an Annuity Option for a minimum specified period and guaranteed thereafter for life. The investment results of the Subaccounts to which you have allocated your Contract Value will also affect the amount of your periodic payment. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 31/2%. If the actual net investment return is less than the assumed investment rate, then the dollar amount of the Variable Annuity payments will decrease. The dollar amount of the Variable Annuity payments will stay level if the net investment return equals the assumed investment rate and the dollar amount of the Variable Annuity payments will increase if the net investment return exceeds the assumed investment rate. You should consult the Statement of Additional Information for more detailed information as to how we determine Variable Annuity Payments. FIXED ANNUITY PAYMENTS. You may choose to apply a portion of your Annuitized Value to provide Fixed Annuity payments. We determine the Fixed Annuity payment amount by applying the applicable Annuitized Value to the Annuity Option you have selected. As a general rule, subsequent Fixed Annuity payments will be equal in amount to the initial payment. However, as described in "Transfers During the Annuity Period" below, after the Annuity Date, you will have a limited ability to increase the amount of your Fixed Annuity payments by making transfers from the Subaccounts. We may defer making Fixed Annuity payments for a period of up to six months or whatever shorter time state law may require. During the deferral period, we credit any applicable interest at a rate at least as high as state law requires. TRANSFERS DURING THE ANNUITY PERIOD. During the Annuity Period, you will have a limited ability to make transfers among the Subaccounts so as to change the relative weighting of the Subaccounts on which your Variable Annuity payments will be based. In addition, you will have a limited ability to make transfers from the Subaccounts to increase the proportion of your annuity payments consisting of Fixed Annuity payments. You may not, however, convert any portion of your right to receive Fixed Annuity payments into Variable Annuity payments. You may not make any transfers for the first six months after the Annuity Date. Thereafter, you may make transfers among the Subaccounts or make transfers from the Subaccounts to increase your Fixed Annuity payments. Your transfers must be at least six months apart. DEATH BENEFIT DURING ANNUITY PERIOD. If any Contract Owner dies after the Annuity Date, the successor Contract Owner will receive any guaranteed annuity payments scheduled to continue. If the successor Owner dies before all of the guaranteed payments have been made, we will continue the guaranteed payments to the Beneficiary(ies). After annuity payments begin, upon the death of the Annuitant and any Joint Annuitant, we 25 PROSPECTUS will make any remaining guaranteed payments to the Beneficiary. The amount and number of these guaranteed payments will depend on the Annuity Option in effect at the time of the Annuitant's death. After the Annuitant's death, any remaining guaranteed payments will be distributed at least as rapidly as under the method of distribution in effect at the Annuitant's death. CERTAIN EMPLOYEE BENEFIT PLANS. The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. OTHER CONTRACT BENEFITS DEATH BENEFIT: GENERAL. We will pay a distribution on death, if: 1) the Contract is in force; 2) annuity payments have not begun; and 3) either: (a) any Owner dies; or (b) any Annuitant dies and the Owner is a non-living person. DUE PROOF OF DEATH. A complete request for settlement of the Death Proceeds must be submitted before the Annuity Date. Where there are multiple Beneficiaries, we will value the Death Benefit at the time the first Beneficiary submits a complete request for settlement of the Death Proceeds. A complete request must include "Due Proof of Death". We will accept the following documentation as Due Proof of Death: .. a certified original copy of the Death Certificate; .. a certified copy of a court decree as to the finding of death; or .. a written statement of a medical doctor who attended the deceased at the time of death. In addition, in our discretion we may accept other types of proof. DEATH PROCEEDS. If we receive a complete request for settlement of the Death Proceeds within 180 days of the date of your death, the Death Proceeds are equal to the Death Benefit described below. Otherwise, the Death Proceeds are equal to the greater of the Contract Value or the Surrender Value. We reserve the right to waive or extend, on a nondiscriminatory basis, the 180-day period in which the Death Proceeds will equal the Death Benefit as described below. This right applies only to the amount payable as Death Proceeds and in no way restricts when the claim may be filed. DEATH BENEFIT AMOUNT. The standard Death Benefit under the Contract is the greatest of the following: 1) the total Purchase Payments, less a withdrawal adjustment for any prior partial withdrawals; 2) the Contract Value on the date as of which we calculate the Death Benefit. 3) the Surrender Value; 4) the Contract Value on the seventh Contract Anniversary and each subsequent Contract Anniversary evenly divisible by seven, increased by the total Purchase Payments since that anniversary and reduced by a withdrawal adjustment for any partial withdrawals since that anniversary. The withdrawal adjustment for the Death Benefit will equal (a) divided by (b), with the result multiplied by (c), where: (a) = the withdrawal amount; (b) = the Contract Value immediately before the withdrawal; and (c) = the value of the applicable Death Benefit immediately before the withdrawal. As described on page 28, you may add optional riders that in some circumstances may increase the Death Benefit under your contract. DEATH BENEFIT PAYMENTS 1. If your spouse is the sole beneficiary: (a) Your spouse may elect to receive the Death Proceeds in a lump sum; or (b) Your spouse may elect to receive the Death Proceeds paid out under one of the annuity options, subject to the following conditions: The Annuity Date must be within one year of your date of death. Annuity payments must be payable: (i) over the life of your spouse; or (ii) for a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of your spouse; or (iii) over the life of your spouse with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of your spouse. (c) If your spouse chooses to continue the Contract, or does not elect one of these options, then the Contract will continue in the Accumulation Period as if the death had not occurred. If the Contract is continued in the Accumulation Period, the following conditions apply. Unless otherwise instructed by the continuing spouse, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Subaccounts. This excess 26 PROSPECTUS will be allocated in proportion to your Contract Value in those Subaccounts as of the end of the Valuation Period during which we receive the complete request for settlement of the Death Proceeds, except that any portion of this excess attributable to the fixed account options will be allocated to the Money Market Subaccount. Within 30 days of the date the Contract is continued, your surviving spouse may choose one of the following transfer alternatives without incurring a transfer fee: (i) transfer all or a portion of the excess among the Subaccounts; (ii) transfer all or a portion of the excess into the Guaranteed Maturity Fixed Account and begin a new Guarantee Period; or (iii) transfer all or a portion of the excess into a combination of Subaccounts and the Guaranteed Maturity Fixed Account. Any such transfer does not count as the free transfer allowed each calendar month and is subject to any minimum allocation amount specified in your Contract. The surviving spouse may make a single withdrawal of any amount within one year of the date of your death without incurring a Withdrawal Charge or Market Value Adjustment. Prior to the Annuity Date, the death benefit of the continued Contract will be as defined in the Death Benefit provision. Only one spousal continuation is allowed under this Contract. If there is no Annuitant at that time, the new Annuitant will be the surviving spouse. 2. If the Beneficiary is not your spouse but is a living person: (a) The Beneficiary may elect to receive the Death Proceeds in a lump sum; or (b) The Beneficiary may elect to receive the Death Proceeds paid out under one of the annuity options, subject to the following conditions: The Annuity Date must be within one year of your date of death. Annuity payments must be payable: (i) over the life of the Beneficiary; or (ii) for a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the Beneficiary; or (iii) over the life of the Beneficiary with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the Beneficiary. (c) If the Beneficiary does not elect one of the options above, then the Beneficiary must receive the Contract Value payable within 5 years of your date of death. We will determine the Death Proceeds as of the date we receive the complete request for settlement of the Death Proceeds. Unless otherwise instructed by the Beneficiary, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Money Market Subaccount and the Contract Value will be adjusted accordingly. The Beneficiary may exercise all rights as set forth in Transfer During the Accumulation Period on page 15 and Transfer Fees on page 34 during this 5-year period. The Beneficiary may not pay additional purchase payments into the Contract under this election. Withdrawal Charges will be waived for any withdrawals made during this 5-year period. We reserve the right to offer additional options upon the death of the Contract Owner. If the Beneficiary dies before the complete liquidation of the Contract Value, then the Beneficiary's named Beneficiary(ies) will receive the greater of the Surrender Value or the remaining Contract Value. This amount must be liquidated as a lump sum within 5 years of the date of the original Contract Owner's death. 3. If the Beneficiary is a corporation or other type of non-living person: (a) The Beneficiary may elect to receive the Death Proceeds in a lump sum; or (b) If the Beneficiary does not elect to receive the option above, then the Beneficiary must receive the Contract Value payable within 5 years of your date of death. We will determine the Death Proceeds as of the date we receive the complete request for settlement of the Death Proceeds. Unless otherwise instructed by the Beneficiary, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Money Market Subaccount. The Beneficiary may exercise all rights as set forth in Transfer During the Accumulation Period on page 15 and Transfer Fees on page 34 during this 5-year period. The Beneficiary may not pay additional purchase payments into the contract under this election. Withdrawal charges will be waived during this 5 year period. We reserve the right to offer additional options upon Death of Owner. If any Beneficiary is a non-living person, all Beneficiaries will be considered to be non-living persons for the above purposes. Under any of these options, all contract rights, subject to any restrictions previously placed upon the Beneficiary, are available to the Beneficiary from the date of your death to the date on which the Death Proceeds are paid. Different rules may apply to Contracts issued in connection with Qualified Plans. We offer different optional riders under this Contract. If you elect an optional rider, we will charge you a higher mortality and expense charge. We may discontinue 27 PROSPECTUS offering one or more Riders at any time. The benefits under the Riders are described below. The benefits in the riders discussed below may not be available in all states. For example, the Enhanced Death Benefit, Enhanced Income Benefit and all versions of the Enhanced Death and Income Benefit riders issued in Washington state do not contain the Enhanced Death Benefit B or Enhanced Income Benefit B provisions that are described below. Further they may be offered in certain states as a benefit of the base contract rather than as a separate rider. In those states, the expense charge will remain the same for the benefit. ENHANCED DEATH BENEFIT RIDER: When you purchase your Contract, you may select the Enhanced Death Benefit Rider. This Rider is available if the oldest Owner or Annuitant is age 80 or less at issue. If you are not an individual, the Enhanced Death Benefit applies only to the Annuitant's death. As described below, we will charge a higher mortality and expense risk charge if you select this Rider. If you select this Rider, the Death Benefit will be the greater of the value provided in your Contract or the Enhanced Death Benefit. The Enhanced Death Benefit will be the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B, defined below. ENHANCED INCOME BENEFIT RIDER: When you purchase your Contract you may select the Enhanced Income Benefit Rider if available in your state. Lincoln Benefit Life no longer offers this Rider in most states. This Rider is available if the oldest Owner or Annuitant is age 75 or less at issue. If you select this Rider, you may be able to receive higher annuity payments in certain circumstances. As described below, we will charge a higher mortality and expense risk charge if you select this Rider. The Enhanced Income Benefit under this Rider is equal to the greater of Enhanced Income Benefit A or Enhanced Income Benefit B, defined below, on the Annuity Date. We will not increase or decrease the Enhanced Income Benefit amount by any Market Value Adjustment. To be eligible for the Enhanced Income Benefit, you must select an Annuity Date that is: (a) on or after the tenth Contract Anniversary; (b) before the Annuitant's age 90; and (c) within a 30-day period on or following a Contract Anniversary. On the Annuity Date, you may apply the Enhanced Income Benefit to an Annuity Option that provides for fixed payments on the basis guaranteed in the Contract for either a single life with a period certain, or joint lives with a period certain of at least: (a) 10 years, if the youngest Annuitant's age is 80 or less on the Annuity Date; or (b) 5 years, if the youngest Annuitant's age is greater than 80 on the Annuity Date. If you wish to select a different Annuity Option, you must apply the Annuitized Value and not the Enhanced Income Benefit. The Enhanced Income Benefit under this Rider only applies to the determination of income payments under the income options described above. It is not a guarantee of Contract Value or performance. The benefit does not enhance the amounts paid in partial withdrawals, surrenders or death benefits. In addition, under some circumstances, you will receive higher initial income payments by applying your Contract Annuitized Value to one of the standard Annuity Options instead of utilizing this optional benefit. If you surrender your Contract, you will not receive any benefit under this Rider. ENHANCED INCOME BENEFIT A. At issue, the Enhanced Income Benefit A is equal to the initial purchase payment. After issue, Enhanced Income Benefit A is recalculated as follows: .. When you make a Purchase Payment, we will increase the Enhanced Income Benefit A by the amount of your Purchase Payment; .. When you make a withdrawal, we will decrease Enhanced Income Benefit A by a withdrawal adjustment as defined below; .. On each Contract Anniversary, the Enhanced Income Benefit A is equal to the greater of the Contract Value or the most recently calculated Enhanced Income Benefit A. If you do not make any additional Purchase Payments or withdrawals, the Enhanced Income Benefit A will be the greatest of all Contract Anniversary Contract Values prior to the date we calculate the Enhanced Income Benefit. We will continuously adjust Enhanced Income Benefit A; as described above, until the oldest Contract Owner's 85th birthday, or if the Contract Owner is not a living individual, the oldest Annuitant's 85th birthday. Thereafter, we will adjust Enhanced Income Benefit A only for Purchase Payments and withdrawals. ENHANCED INCOME BENEFIT B. Enhanced Income Benefit B is equal to your total Purchase Payments reduced by any withdrawal adjustments, accumulated daily at an effective annual interest rate of 5% per year, until the earlier of: (a) the date we determine the income benefit; (b) the first day of the month following the oldest Contract Owner's 85th birthday, or the first day of the month following the oldest Annuitant's 85th birthday, if the Contract Owner is not a living individual. The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c) where, (a) is the withdrawal amount; (b) is the Contract Value immediately prior to the withdrawal; 28 PROSPECTUS (c) is the most recently calculated Enhanced Income Benefit A or B, as applicable. ENHANCED DEATH AND INCOME BENEFIT RIDER II: When you purchase your Contract and if available in your state, you may select the Enhanced Death and Income Benefit Rider II. Lincoln Benefit Life no longer offers this Rider in most states. This Rider is available if the oldest Owner or Annuitant is age 75 or less at issue. This Rider provides the same Enhanced Death Benefit as the Enhanced Death Benefit Rider. In addition, this Rider may enable you to receive higher annuity payments in certain circumstances. As described below, we will charge a higher mortality and expense risk charge if you select this Rider. The Enhanced Income Benefit under this Rider is equal to the greater of Enhanced Death Benefit A or Enhanced Death Benefit B, defined below, on the Annuity Date. We will not increase or decrease the Enhanced Income Benefit amount by any Market Value Adjustment. To be eligible for the Enhanced Income Benefit, you must select an Annuity Date that is: (a) on or after the tenth Contract Anniversary; (b) before the Annuitant's age 90; and (c) within a 30-day period on or following a Contract Anniversary. On the Annuity Date, you may apply the Enhanced Income Benefit to an Annuity Option that provides for fixed payments on the basis guaranteed in the contract for either a single life with a period certain, or joint lives with a period certain of at least: (a) 10 years, if the youngest Annuitant's age is 80 or less on the Annuity Date; or (b) 5 years, if the youngest Annuitant's age is greater than 80 on the Annuity Date. If you wish to select a different Annuity Option, you must apply the Annuitized Value and not the Enhanced Income Benefit. ENHANCED DEATH AND INCOME BENEFIT RIDER. This Rider was previously available if the oldest Owner or Annuitant is age 75 or less at issue. This rider is no longer available. This Rider provides the same Enhanced Death Benefit as the Enhanced Death Benefit Rider. In addition, this Rider may enable you to receive higher annuity payments in certain circumstances. As described below, we will charge a higher mortality and expense risk charge if you select this Rider. The Enhanced Income Benefit under this Rider is equal to the value of the Enhanced Death Benefit on the Annuity Date. We will not increase or decrease the Enhanced Income Benefit amount by any Market Value Adjustment. To be eligible for the Enhanced Income Benefit, you must select an Annuity Date that is on or after the tenth Contract Anniversary, but before the Annuitant's age 90. On the Annuity Date, you may apply the Enhanced Income Benefit to an Annuity Option that provides for payments guaranteed for either a single life with a period certain or joint lives with a period certain of at least: (a) 10 years, if the youngest Annuitant's age is 80 or less on the Annuity Date; or (b) at least 5 years, if the youngest Annuitant's age is greater than 80 on the Annuity Date. If you wish to select a different Annuity Option, you must apply the Annuitized Value and not the Enhanced Income Benefit. ENHANCED DEATH BENEFIT A. At issue, Enhanced Death Benefit A is equal to the initial Purchase Payment. After issue, Enhanced Death Benefit A is adjusted whenever you pay a Purchase Payment or make a withdrawal and on each Contract Anniversary as follows: .. When you pay a Purchase Payment, we will increase Enhanced Death Benefit A by the amount of the Purchase Payment; .. When you make a withdrawal, we will decrease Enhanced Death Benefit A by a withdrawal adjustment, as described below; and .. On each Contract Anniversary, we will set Enhanced Death Benefit A equal to the greater of the Contract Value on that Contract Anniversary or the most recently calculated Enhanced Death Benefit A. If you do not pay any additional purchase payments or make any withdrawals, Enhanced Death Benefit A will equal the greatest of the Contract Value on the Issue Date and all Contract Anniversaries prior to the date we calculate any death benefit. We will continuously adjust Enhanced Death Benefit A as described above until the oldest Contract Owner's 85th birthday or, if the Contract Owner is not a living individual, the Annuitant's 85th birthday. Thereafter, we will adjust Enhanced Death Benefit A only for Purchase Payments and withdrawals. ENHANCED DEATH BENEFIT B. Enhanced Death Benefit B is equal to your total Purchase Payments, reduced by any withdrawal adjustments, accumulated daily at an effective annual rate of 5% per year, until the earlier of: (a) the date we determine the death benefit, (b) the first day of the month following the oldest Contract Owner's 85th birthday; or (c) the first day of the month following the oldest Annuitant's 85th birthday, if the Contract Owner is not a living individual. Thereafter, we will only adjust Enhanced Death Benefit B to reflect additional Purchase Payments and withdrawals. Enhanced Death Benefit B will never be greater than the maximum death benefit allowed by any nonforfeiture laws that govern the Contract. 29 PROSPECTUS The withdrawal adjustment for both Enhanced Death Benefit A and Enhanced Death Benefit B will equal (a) divided by (b), with the result multiplied by (c), where: (a) = the withdrawal amount; (b) = the Contract Value immediately before the withdrawal; and (c) = the most recently calculated Enhanced Benefit A or B, as appropriate. BENEFICIARY. You name the Beneficiary. You may name a Beneficiary in the application. You may also name one or more contingent Beneficiaries who are entitled to receive benefits under the contract if all primary Beneficiaries are deceased at the time a Contract Owner, or Annuitant if the Contract Owner is not a living person, dies. You may change the Beneficiary or add additional Beneficiaries at any time before the Annuity Date. We will provide a form to be signed and filed with us. Your changes in Beneficiary take effect when we accept them, effective as of the date you signed the form. Until we accept your change instructions, we are entitled to rely on your most recent instructions in our files. We are not liable for making a payment to a Beneficiary shown in our files or treating that person in any other respect as the Beneficiary prior to accepting a change. Accordingly, if you wish to change your beneficiary, you should deliver your instructions to us promptly. If you did not name a Beneficiary or if the named Beneficiary is no longer living, the Beneficiary will be: .. your spouse if he or she is still alive; or, if he or she is no longer alive, .. your surviving children equally; or if you have no surviving children, .. your estate. Unless you have provided directions to the contrary, the Beneficiaries will take equal shares. If there is more than one Beneficiary in a class and one of the Beneficiaries predeceases the Contract Owner or Annuitant, the remaining Beneficiaries in that class will divide the deceased Beneficiary's share in proportion to the original shares of the remaining beneficiaries. If more than one Beneficiary shares in the Death Proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share. Each Beneficiary will exercise all rights related to his or her share, including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. If there is more than one Beneficiary and one of the Beneficiaries is a corporation or other type of non-living person, all beneficiaries will be considered to be non-living persons. You may specify that the Death Benefit be paid under a specific income Plan by submitting a written request to our Service Center. If you so request, your Beneficiary may not change to a different Income Plan or lump sum. Once we accept the written request, the change or restriction will take effect as of the date you signed the request. Any change is subject to any payment we make or other action we take before we accept the changes. Different rules may apply to Contracts issued in connection with Qualified Plans. CONTRACT LOANS FOR 403(B) CONTRACTS. Subject to the restrictions described below, we will make loans to the Owner of a Contract used in connection with a Tax Sheltered Annuity Plan ("TSA Plan") under Section 403(b) of the Tax Code. Loans are not available under Non-Qualified Contracts. We will only make loans after the free look period and before annuitization. All loans are subject to the terms of the Contract, the relevant Plan, and the Tax Code, which impose restrictions on loans. We will not make a loan to you if the total of the requested loan and your unpaid outstanding loans will be greater than the Surrender Value of your Contract on the date of the loan. In addition, we will not make a loan to you if the total of the requested loan and all of the plan participant's Contract loans under TSA plans is more than the lesser of (a) or (b) where: (a) equals $50,000 minus the excess of the highest outstanding loan balance during the prior 12 months over the current outstanding loan balance; and (b) equals the greater of $10,000 or half of the Surrender Value. The minimum loan amount is $1,000. To request a Contract loan, write to us at the address given on the first page of the prospectus. You alone are responsible for ensuring that your loan and repayments comply with tax requirements. Loans made before the Annuity Date are generally treated as distributions under the Contract, and may be subject to withholding and tax penalties for early distributions. Some of these requirements are stated in Section 72 of the Tax Code. Please seek advice from your plan administrator or tax advisor. When we make a loan, we will transfer an amount equal to the loan amount from the Separate Account and/or the Fixed Account to the Loan Account as collateral for the loan. We will transfer to the Loan Account amounts from the Separate Account in proportion to the assets in each Subaccount. If your loan amount is greater than your Contract Value in the Subaccounts, we will transfer the remaining required collateral from the Guaranteed Maturity Fixed Account Options. If your loan amount is greater than your contract value in the Subaccounts and the Guaranteed Maturity Fixed Account Options, we will 30 PROSPECTUS transfer the remaining required collateral from the Dollar Cost Averaging Fixed Account Option. We will not charge a Withdrawal Charge on the loan or on the transfer from the Subaccounts or the Fixed Account. We may, however, apply a Market Value Adjustment to a transfer from the Fixed Account to the Loan Account. If we do, we will increase or decrease the amount remaining in the Fixed Account by the amount of the Market Value Adjustment, so that the net amount transferred to the Loan Account will equal the desired loan amount. We will charge a Withdrawal Charge and apply a Market Value Adjustment, if applicable, on a distribution to repay the loan in full, in the event of loan default. We will credit interest to the amounts in the Loan Account. The annual interest rate credited to the Loan Account will be the greater of: (a) 3%; or (b) the loan interest rate minus 2.25%. The value of the amounts in the Loan Account are not affected by the changes in the value of the Subaccounts. When you take out a loan, we will set the loan interest rate. That rate will apply to your loan until it is repaid. From time to time, we may change the loan interest rate applicable to new loans. We also reserve the right to change the terms of new loans. We will subtract the outstanding Contract loan balance, including accrued but unpaid interest, from: 1) the Death Proceeds; 2) surrender proceeds; 3) the amount available for partial withdrawal; 4) the amount applied on the Annuity Date to provide annuity payments; and 5) the amount applied on the Annuity Date to provide annuity payments under the Enhanced Income Benefit Rider, Enhanced Death and Income Benefit Rider, or the Enhanced Death and Income Benefit Rider II. Usually you must repay a Contract loan within five years of the date the loan is made. Scheduled payments must be level, amortized over the repayment period, and made at least quarterly. We may permit a repayment period of 15 or 30 years if the loan proceeds are used to acquire your principal residence. We may also permit other repayment periods. You must mark your loan repayments as such. We will assume that any payment received from you is a Purchase Payment, unless you tell us otherwise. Generally, loan payments are allocated to the Subaccount(s) in the proportion that you have selected for Purchase Payments. Allocations of loan payments are not permitted to the Fixed Accounts (Guaranteed Maturity Fixed Account and Dollar Cost Averaging Fixed Account Option). If your Purchase Payment allocation includes any of the Fixed Accounts, the percentages allocated to the Fixed Accounts will be allocated instead to the Fidelity Money Market Subaccount. If you do not make a loan payment when due, we will continue to charge interest on your loan. We also will declare the entire loan in default. We will subtract the defaulted loan balance plus accrued interest from any future distribution under the Contract and keep it in payment of your loan. Any defaulted amount plus interest will be treated as a distribution for tax purposes (as permitted by law). As a result, you may be required to pay taxes on the defaulted amount and incur the early withdrawal tax penalty. We will capitalize interest on a loan in default. If the total loan balance exceeds the Surrender Value, we will mail written notice to your last known address. The notice will state the amount needed to maintain the Contract in force. If we do not receive payment of this amount within 31 days after we mail this notice, we will terminate your Contract. We may defer making any loan for 6 months after you ask us for a loan, unless the loan is to pay a premium to us. WITHDRAWALS (REDEMPTIONS). Except as explained below, you may redeem a Contract for all or a portion of its Contract Value before the Annuity Date. We may impose a Withdrawal Charge, which would reduce the amount paid to you upon redemption. The Withdrawal Charges are described on page 34. Withdrawals from the Fixed Account may be increased or decreased by a Market Value Adjustment, as described in "Market Value Adjustment" on page 23. In general, you must withdraw at least $50 at a time. You may also withdraw a lesser amount if you are withdrawing your entire interest in a Subaccount. If your request for a partial withdrawal would reduce the Contract Value to less than $500, we may treat it as a request for a withdrawal of your entire Contract Value, as described in "Minimum Contract Value" on page 33. Your Contract will terminate if you withdraw all of your Contract Value Withdrawals taken prior to annuitization are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distribution of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. We may be required to withhold 20% of withdrawals and distributions from Contracts issued in connection with certain Qualified Plans, as described on page 41. To make a withdrawal, you must send us a written withdrawal request or systematic withdrawal program enrollment form. You may obtain the required forms from us at the address and phone number given on the first page of this prospectus. For partial withdrawals, you may allocate the amount among the Subaccounts and the Fixed Accounts. If we do 31 PROSPECTUS not receive allocation instructions from you, we usually will allocate the partial withdrawal proportionately among the Subaccounts and the Guaranteed Maturity Fixed Account Options based upon the balance of the Subaccounts and the Guaranteed Maturity Fixed Account Options, with any remainder being distributed from the Dollar Cost Averaging Fixed Account Option. You may not make a partial withdrawal from the Fixed Account in an amount greater than the total amount of the partial withdrawal multiplied by the ratio of the value of the Fixed Account to the Contract Value immediately before the partial withdrawal. If you request a total withdrawal, you must send us your Contract. The Surrender Value will equal the Contract Value minus any applicable Withdrawal Charge and adjusted by any applicable Market Value Adjustment. We also will deduct a contract maintenance charge of $35, unless we have waived the contract maintenance charge on your Contract as described on page 34. We determine the Surrender Value based on the Contract Value next computed after we receive a properly completed surrender request. We will usually pay the Surrender Value within seven days after the day we receive a completed request form. However, we may suspend the right of withdrawal from the Separate Account or delay payment for withdrawals for more than seven days in the following circumstances: 1) whenever the New York Stock Exchange ("NYSE") is closed (other than customary weekend and holiday closings); 2) when trading on the NYSE is restricted or an emergency exists, as determined by the SEC, so that disposal of the Separate Account's investments or determination of Accumulation Unit Values is not reasonably practicable; or 3) at any other time permitted by the SEC for your protection. In addition, we may delay payment of the Surrender Value in the Fixed Account for up to 6 months or a shorter period if required by law. If we delay payment from the Fixed Account for more than 30 days, we will pay interest as required by applicable law. You may withdraw amounts attributable to contributions made pursuant to a salary reduction agreement (in accordance with Section 403(b)(11) of the Tax Code) only in the following circumstances: 1) when you attain age 59 1/2; 2) when you terminate your employment with the plan sponsor; 3) upon your death; 4) upon your disability as defined in Section 72(m)(7) of the Tax Code; or 5) in the case of hardship. If you seek a hardship withdrawal, you may only withdraw amounts attributable to your Purchase Payments; you may not withdraw any earnings. These limitations on withdrawals apply to: 1) salary reduction contributions made after December 31, 1988; 2) income attributable to such contributions; and 3) income attributable to amounts held as of December 31, 1988. The limitations on withdrawals do not affect transfers between certain Qualified Plans. Additional restrictions and limitations may apply to distributions from any Qualified Plan. Tax penalties may also apply. You should seek tax advice regarding any withdrawals or distributions from Qualified Plans. SYSTEMATIC WITHDRAWAL PROGRAM. If your Contract is a non-Qualified Contract or IRA, you may participate in our Systematic Withdrawal Program. You must complete an enrollment form and send it to us. You must complete the withholding election section of the enrollment form before the systematic withdrawals will begin. You may choose withdrawal payments of a flat dollar amount, earnings, or a percentage of Purchase Payments. You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis. Systematic withdrawals will be deducted from your Subaccount and Fixed Account balances, excluding the Dollar Cost Averaging Fixed Account, on a pro rata basis. Depending on fluctuations in the net asset value of the Subaccounts and the value of the Fixed Account, systematic withdrawals may reduce or even exhaust the Contract Value. The minimum amount of each systematic withdrawal is $50. We will make systematic withdrawal payments to you or your designated payee. We may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. ERISA PLANS. A married participant may need spousal consent to receive a distribution from a Contract issued in connection with a Qualified Plan or a Non-Qualified Plan covered by to Title 1 of ERISA. You should consult an adviser. MINIMUM CONTRACT VALUE. If as a result of withdrawals your Contract Value would be less than $500 and you have not made any Purchase Payments during the previous three full calendar years, we may terminate your Contract and distribute its Surrender Value to you. Before we do this, we will give you 60 days notice. We will not terminate your Contract on this ground if the Contract Value has fallen below $500 due to either a decline in Accumulation Unit Value or the imposition of fees and charges. In addition, in some states we are not permitted to terminate Contracts on this ground. 32 PROSPECTUS Different rules may apply to Contracts issued in connection with Qualified Plans. CONTRACT CHARGES We assess charges under the Contract in three ways: 1) as deductions from Contract Value for contract maintenance charges and, if applicable, for premium taxes; 2) as charges against the assets of the Separate Account for administrative expenses and for the assumption of mortality and expense risks; and 3) as Withdrawal Charges (contingent deferred sales charges) subtracted from withdrawal and surrender payments. In addition, certain deductions are made from the assets of the Portfolios for investment management fees and expenses. Those fees and expenses are summarized in the Fee Tables on pages 6, and described more fully in the Prospectuses and Statements of Additional Information for the Portfolios. MORTALITY AND EXPENSE RISK CHARGE. We deduct a mortality and expense risk charge from each Subaccount during each Valuation Period. The mortality and expense risk charge is equal, on an annual basis, to 1.15% of the average net asset value of each Subaccount. The mortality risks arise from our contractual obligations: 1) to make annuity payments after the Annuity Date for the life of the Annuitant(s); 2) to waive the Withdrawal Charge upon your death; and 3) to provide the Death Benefit prior to the Annuity Date. A detailed explanation of the Death Benefit may be found beginning on page 27. The expense risk is that it may cost us more to administer the Contracts and the Separate Account than we receive from the contract maintenance charge and the administrative expense charge. We guarantee the mortality and expense risk charge and we cannot increase it. We assess the mortality and expense risk charge during both the Accumulation Period and the Annuity Period. If you select the Enhanced Death Benefit Rider, your mortality and expense risk charge will be 1.35% of average net asset value of each Subaccount. If you select the Enhanced Income Rider, your mortality and expense risk charge will be 1.50% of average daily net asset value of each Subaccount. If you select the Enhanced Death and Income Benefit Rider, your mortality and expense risk charge will be 1.55% of average daily net asset value of each Subaccount. If you select the Enhanced Death and Income Benefit Rider II, your mortality and expense risk charge will be 1.70% of average daily net asset value of each Subaccount. We charge a higher mortality and expense risk charge for the Riders to compensate us for the additional risk that we accept by providing the Riders. We will calculate a separate Accumulation Unit Value for the base Contract, and for Contracts with each type of Rider, in order to reflect the difference in the mortality and expense risk charges. ADMINISTRATIVE CHARGES. CONTRACT MAINTENANCE CHARGE. We charge an annual contract maintenance charge of $35 on your Contract. The amount of this charge is guaranteed not to increase. This charge reimburses us for our expenses incurred in maintaining your Contract. Before the Annuity Date, we assess the contract maintenance charge on each Contract Anniversary. To obtain payment of this charge, on a pro rata basis we will allocate this charge among the Subaccounts to which you have allocated your Contract Value, and redeem Accumulation Units accordingly. We will waive this charge if you pay more than $50,000 in Purchase Payments or if you allocate all of your Contract Value to the Fixed Account. If you surrender your Contract, we will deduct the full $35 charge as of the date of surrender, unless your Contract qualifies for a waiver. After the Annuity Date and if allowed in your state, we will subtract this charge in equal parts from each of your annuity payments. We will waive this charge if on the Annuity Date your Contract Value is $50,000 or more or if all of your annuity payments are Fixed Annuity payments. ADMINISTRATIVE EXPENSE CHARGE. We deduct an administrative expense charge from each Subaccount during each Valuation Period. This charge is equal, on an annual basis, to 0.10% of the average net asset value of the Subaccounts. This charge is designed to compensate us for the cost of administering the Contracts and the Separate Account. The administrative expense charge is assessed during both the Accumulation Period and the Annuity Period. TRANSFER FEE. We currently are waiving the transfer fee. The Contract, however, permits us to charge a transfer fee of $10 on the second and each subsequent transaction in each calendar month in which transfer(s) are effected between Subaccount(s) and/or the Fixed Account. We will notify you if we begin to charge this fee. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Portfolio Rebalancing program. The transfer fee will be deducted from Contract Value that remains in the Subaccount(s) or Fixed Account from which the transfer was made. If that amount is insufficient to pay the transfer fee, we will deduct the fee from the transferred amount. SALES CHARGES. WITHDRAWAL CHARGE. We may charge a Withdrawal Charge, which is a contingent deferred sales charge, upon certain withdrawals. 33 PROSPECTUS As a general rule, the Withdrawal Charge equals a percentage of Purchase Payments withdrawn that are: (a) less than seven years old; and (b) not eligible for a free withdrawal. The applicable percentage depends on how many years ago you made the Purchase Payment being withdrawn, as shown in this chart:
CONTRIBUTION WITHDRAWAL YEAR CHARGE PERCENTAGE First and Second 7% Third and Fourth 6% Fifth 5% Sixth 4% Seventh 3% Eighth and later 0%
When we calculate the Withdrawal Charge, we do not take any applicable Market Value Adjustment into consideration. Beginning on January 1, 2004, if you make a withdrawal before the Annuity Date, we will apply the withdrawal charge percentage in effect on the date of the withdrawal, or the withdrawal charge percentage in effect on the following day, whichever is lower. We subtract the Withdrawal Charge from the Contract Value remaining after your withdrawal. As a result, the decrease in your Contract Value will be greater than the withdrawal amount requested and paid. For purposes of determining the Withdrawal Charge, the Contract Value is deemed to be withdrawn in the following order: FIRST. Earnings - the current Contract Value minus all Purchase Payments that have not previously been withdrawn; SECOND. "Old Purchase Payments" - Purchase Payments received by us more than seven years before the date of withdrawal that have not been previously withdrawn; THIRD. Any additional amounts available as a "Free Withdrawal," as described on page 11; FOURTH. "New Purchase Payments" - Purchase Payments received by us less than seven years before the date of withdrawal. These Payments are deemed to be withdrawn on a first-in, first-out basis. No Withdrawal Charge is applied in the following situations: .. on annuitization; .. the payment of a Death Benefit; .. a free withdrawal amount, as described on page 11; .. certain withdrawals for Contracts issued under 403(b) plans or 401 plan under our prototype as described on page 42; .. withdrawals taken to satisfy IRS minimum distribution rules; .. withdrawals that qualify for one of the waiver benefits described on pages 35-36; and .. withdrawal under Contracts issued to employees of Lincoln Benefit Life Company or its affiliates, Surety Life Insurance Company and Allstate Financial Services, L.L.C., or to their spouses or minor children if those individuals reside in the State of Nebraska. We will never waive or eliminate a Withdrawal Charge where such waiver or elimination would be unfairly discriminatory to any person or where it is prohibited by state law. We use the amounts obtained from the Withdrawal Charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts. To the extent that the Withdrawal Charge does not cover all sales commissions and other promotional or distribution expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. The amount of your withdrawal may be affected by a Market Value Adjustment. Additional restrictions may apply to Contracts held in Qualified Plans. We outline the tax requirements applicable to withdrawals on page 38. You should consult your own tax counsel or other tax advisers regarding any withdrawals. FREE WITHDRAWAL. Withdrawals of the following amounts are never subject to the Withdrawal Charge: .. In any Contract Year, the greater of: (a) earnings that have not previously been withdrawn; or (b) 15 percent of New Purchase Payments; and .. Any Old Purchase Payments that have not been previously withdrawn. However, even if you do not owe a Withdrawal Charge on a particular withdrawal, you may still owe taxes or penalty taxes, or be subject to a market Value Adjustment. The tax treatment of withdrawals is summarized on page 38. WAIVER BENEFITS GENERAL. If approved in your state, we will offer the three waiver benefits described below. In general, if you qualify for one of these benefits, we will permit you to make one or more partial or full withdrawals without paying any otherwise applicable Withdrawal Charge or Market Value Adjustment. While we have summarized those benefits here, you should consult your Contract for the precise terms of the waiver benefits. Some Qualified Plans may not permit you to utilize these benefits. Also, even if you do not need to pay our 34 PROSPECTUS Withdrawal Charge because of these benefits, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. CONFINEMENT WAIVER BENEFIT. Under this benefit, we will waive the Withdrawal Charge and Market Value Adjustment on all withdrawals under your Contract if the following conditions are satisfied: 1) Any Contract Owner or the Annuitant, if the Contract is owned by a company or other legal entity, is confined to a long term care facility or a hospital for at least 90 consecutive days. The Owner or Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2) You request the withdrawal no later than 90 days following the end of the Owner or Annuitant's stay at the long term care facility or hospital. You must provide written proof of the stay with your withdrawal request; and 3) A physician must have prescribed the stay and the stay must be medically necessary. You may not claim this benefit if the physician prescribing the Owner or Annuitant's stay in a long term care facility is the Owner or Annuitant or a member of the Owner or Annuitant's immediate family. TERMINAL ILLNESS WAIVER BENEFIT. Under this benefit, we will waive any Withdrawal Charge and Market Value Adjustment on all withdrawals under your Contract if, at least 30 days after the Issue Date, you, or the Annuitant if the Owner is not a living person, are diagnosed with a terminal illness. We may require confirmation of the diagnosis as provided in the Contract. UNEMPLOYMENT WAIVER BENEFIT. Under this benefit, we will waive any Withdrawal Charge and Market Value Adjustment on one partial or full withdrawal from your Contract, if you meet the following requirements: 1) you become unemployed at least 1 year after the Issue Date; 2) you receive unemployment compensation for at least 30 consecutive days as a result of that unemployment; and 3) you claim this benefit within 180 days of your initial receipt of unemployment compensation. You may exercise this benefit once before the Annuity Date. WAIVER OF WITHDRAWAL CHARGE FOR CERTAIN QUALIFIED PLAN WITHDRAWALS. For Contracts issued under a Section 403(b) plan or a Section 401 plan under our prototype, we will waive the Withdrawal Charge when: 1) the Annuitant becomes disabled (as defined in Section 72(m)(7)) of the Tax Code; 2) the Annuitant reaches age 59 1/2 and at least 5 Contract Years have passed since the Contract was issued; 3) at least 15 Contract Years have passed since the Contract was issued. Our prototype is a Section 401 Defined Contribution Qualified Retirement plan. This plan may be established as a Money Purchase plan, a Profit Sharing plan, or a paired plan (Money Purchase and Profit Sharing). For more information about our prototype plan, call us at 1-800- 865-5237. PREMIUM TAXES. We will charge premium taxes or other state or local taxes against the Contract Value, including Contract Value that results from amounts transferred from existing policies (Section 1035 exchange) issued by us or other insurance companies. Some states assess premium taxes when Purchase Payments are made; others assess premium taxes when annuity payments begin. We will deduct any applicable premium taxes upon full surrender, death, or annuitization. Premium taxes generally range from 0% to 3.5%. DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES. We are not currently maintaining a provision for taxes. In the future, however, we may establish a provision for taxes if we determine, in our sole discretion, that we will incur a tax as a result of the operation of the Separate Account. We will deduct for any taxes we incur as a result of the operation of the Separate Account, whether or not we previously made a provision for taxes and whether or not it was sufficient. Our status under the Tax Code is briefly described in the Statement of Additional Information. OTHER EXPENSES. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Subaccounts to which you allocate your Contract value. For a summary of current estimates of those charges and expenses, see page 7. For more detailed information about those charges and expenses, please refer to the prospectuses for the appropriate Portfolios. We may receive compensation from the investment advisers or administrators or the Portfolios in connection with administrative service and cost savings experienced by the investment advisers or administrators. 35 PROSPECTUS TAXES - -------------------------------------------------------------------------------- THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. LINCOLN BENEFIT MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax consequences of ownership or receipt of distributions under an annuity contract depend on your individual circumstances. If you are concerned about any tax consequences with regard to your individual circumstances, you should consult a competent tax adviser. TAXATION OF LINCOLN BENEFIT LIFE COMPANY Lincoln Benefit is taxed as a life insurance company under Part I of Subchapter L of the Code. Since the Separate Account is not an entity separate from Lincoln Benefit, and its operations form a part of Lincoln Benefit, it will not be taxed separately. Investment income and realized capital gains of the Separate Account are automatically applied to increase reserves under the Contract. Under existing federal income tax law, Lincoln Benefit believes that the Separate Account investment income and capital gains will not be taxed to the extent that such income and gains are applied to increase the reserves under the Contract. Accordingly, Lincoln Benefit does not anticipate that it will incur any federal income tax liability attributable to the Separate Account, and therefore Lincoln Benefit does not intend to make provisions for any such taxes. If Lincoln Benefit is taxed on investment income or capital gains of the Separate Account, then Lincoln Benefit may impose a charge against the Separate Account in order to make provision for such taxes. TAXATION OF VARIABLE ANNUITIES IN GENERAL TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value until a distribution occurs. This rule applies only where: .. the Contract Owner is a natural person, .. the investments of the Separate Account are "adequately diversified" according to Treasury Department regulations, and .. Lincoln Benefit is considered the owner of the Separate Account assets for federal income tax purposes. NON-NATURAL OWNERS. Non-natural owners are also referred to as Non Living Owners in this prospectus. As a general rule, annuity contracts owned by non-natural persons such as corporations, trusts, or other entities are not treated as annuity contracts for federal income tax purposes. The income on such contracts does not enjoy tax deferral and is taxed as ordinary income received or accrued by the non-natural owner during the taxable year. EXCEPTIONS TO THE NON-NATURAL OWNER RULE. There are several exceptions to the general rule that annuity contracts held by a non-natural owner are not treated as annuity contracts for federal income tax purposes. Contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the contract as agent for a natural person. However, this special exception will not apply in the case of an employer who is the nominal owner of an annuity contract under a non-Qualified deferred compensation arrangement for its employees. Other exceptions to the non-natural owner rule are: (1) contracts acquired by an estate of a decedent by reason of the death of the decedent; (2) certain qualified contracts; (3) contracts purchased by employers upon the termination of certain qualified plans; (4) certain contracts used in connection with structured settlement agreements; and (5) immediate annuity contracts, purchased with a single premium, when the annuity starting date is no later than a year from purchase of the annuity and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered owned by a non-natural owner. Grantor trust owned contracts receive tax deferral as described in the Exceptions to the Non-Natural Owner Rule section. In accordance with the Code, upon the death of the annuitant, the death benefit must be paid. According to your Contract, the Death Benefit is paid to the beneficiary. A trust named beneficiary, including a grantor trust, has two options for receiving any death benefits: 1) a lump sum payment, or 2) payment deferred up to five years from date of death. DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an annuity for federal income tax purposes, the investments in the Separate Account must be "adequately diversified" consistent with standards under Treasury Department regulations. If the investments in the Separate Account are not adequately diversified, the Contract will not be treated as an annuity contract for federal income tax purposes. As a result, the income on the Contract will be taxed as ordinary income received or accrued by the Contract owner during the taxable year. Although Lincoln Benefit does not have control over the Portfolios or their investments, we expect the Portfolios to meet the diversification requirements. OWNERSHIP TREATMENT. The IRS has stated that a contract owner will be considered the owner of separate account assets if he possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. At the time the diversification regulations were issued, the Treasury Department announced that the regulations do not provide guidance concerning circumstances in which investor control of the separate account investments may cause a Contract 36 PROSPECTUS owner to be treated as the owner of the separate account. The Treasury Department also stated that future guidance would be issued regarding the extent that owners could direct sub-account investments without being treated as owners of the underlying assets of the separate account. Your rights under the Contract are different than those described by the IRS in private and published rulings in which it found that Contract owners were not owners of separate account assets. For example, if your contract offers more than twenty (20) investment alternatives you have the choice to allocate premiums and contract values among a broader selection of investment alternatives than described in such rulings. You may be able to transfer among investment alternatives more frequently than in such rulings. These differences could result in you being treated as the owner of the Separate Account. If this occurs, income and gain from the Separate Account assets would be includible in your gross income. Lincoln Benefit does not know what standards will be set forth in any regulations or rulings which the Treasury Department may issue. It is possible that future standards announced by the Treasury Department could adversely affect the tax treatment of your Contract. We reserve the right to modify the Contract as necessary to attempt to prevent you from being considered the federal tax owner of the assets of the Separate Account. However, we make no guarantee that such modification to the Contract will be successful. TAXATION OF PARTIAL AND FULL WITHDRAWALS. If you make a partial withdrawal under a Non-Qualified Contract, amounts received are taxable to the extent the Contract Value, without regard to surrender charges, exceeds the investment in the Contract. The investment in the Contract is the gross premium paid for the contract minus any amounts previously received from the Contract if such amounts were properly excluded from your gross income. If you make a full withdrawal under a Non-Qualified Contract, the amount received will be taxable only to the extent it exceeds the investment in the Contract. TAXATION OF ANNUITY PAYMENTS. Generally, the rule for income taxation of annuity payments received from a Non-Qualified Contract provides for the return of your investment in the Contract in equal tax-free amounts over the payment period. The balance of each payment received is taxable. For fixed annuity payments, the amount excluded from income is determined by multiplying the payment by the ratio of the investment in the Contract (adjusted for any refund feature or period certain) to the total expected value of annuity payments for the term of the Contract. If you elect variable annuity payments, the amount excluded from taxable income is determined by dividing the investment in the Contract by the total number of expected payments. The annuity payments will be fully taxable after the total amount of the investment in the Contract is excluded using these ratios. If any variable payment is less than the excludable amount you should contact a competent tax advisor to determine how to report any unrecovered investment. The federal tax treatment of annuity payments is unclear in some respects. As a result, if the IRS should provide further guidance, it is possible that the amount we calculate and report to the IRS as taxable could be different. If you die, and annuity payments cease before the total amount of the investment in the Contract is recovered, the unrecovered amount will be allowed as a deduction for your last taxable year. TAXATION OF LEVEL MONTHLY VARIABLE ANNUITY PAYMENTS. You may have an option to elect a variable income payment stream consisting of level monthly payments that are recalculated annually. Although we will report your levelized payments to the IRS in the year distributed, it is possible the IRS could determine that receipt of the first monthly payout of each annual amount is constructive receipt of the entire annual amount. If the IRS were to take this position, the taxable amount of your levelized payments would be accelerated to the time of the first monthly payout and reported in the tax year in which the first monthly payout is received. WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding the taxation of any additional withdrawal received after the Payout Start Date. It is possible that a greater or lesser portion of such a payment could be taxable than the amount we determine. DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for federal income tax purposes, the Contract must provide: .. if any Contract Owner dies on or after the Payout Start Date but before the entire interest in the Contract has been distributed, the remaining portion of such interest must be distributed at least as rapidly as under the method of distribution being used as of the date of the Contract Owner's death; .. if any Contract Owner dies prior to the Payout Start Date, the entire interest in the Contract will be distributed within 5 years after the date of the Contract Owner's death. These requirements are satisfied if any portion of the Contract Owner's interest that is payable to (or for the benefit of) a designated Beneficiary is distributed over the life of such Beneficiary (or over a period not extending beyond the life expectancy of the Beneficiary) and the distributions begin within 1 year of the Contract Owner's death. If the Contract Owner's designated Beneficiary is the surviving spouse of the Contract Owner, the Contract may be continued with the surviving spouse as the new Contract Owner; .. if the Contract Owner is a non-natural person, then the Annuitant will be treated as the Contract Owner for purposes of applying the distribution at death rules. In addition, a change in the Annuitant on a Contract owned by a non-natural person will be treated as the death of the Contract Owner. 37 PROSPECTUS TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit amounts are included in income as follows: .. if distributed in a lump sum, the amounts are taxed in the same manner as a total withdrawal, or .. if distributed under an Income Plan, the amounts are taxed in the same manner as annuity payments. PENALTY TAX ON PREMATURE DISTRIBUTIONS. A 10% penalty tax applies to the taxable amount of any premature distribution from a non-Qualified Contract. The penalty tax generally applies to any distribution made prior to the date you attain age 59 1/2. However, no penalty tax is incurred on distributions: .. made on or after the date the Contract Owner attains age 59 1/2, .. made as a result of the Contract Owner's death or becoming totally disabled, .. made in substantially equal periodic payments over the Contract Owner's life or life expectancy, or over the joint lives or joint life expectancies of the Contract Owner and the Beneficiary, .. made under an immediate annuity, or .. attributable to investment in the Contract before August 14, 1982. You should consult a competent tax advisor to determine how these exceptions may apply to your situation. SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts using substantially equal periodic payments or immediate annuity payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material modification of the payment stream would violate the requirement that payments must be substantially equal. Failure to meet this requirement would mean that the income portion of each payment received prior to the later of 5 years or the Contract Owner's attaining age 59 1/2 would be subject to a 10% penalty tax unless another exception to the penalty tax applied. The tax for the year of the modification is increased by the penalty tax that would have been imposed without the exception, plus interest for the years in which the exception was used. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE SECTION 1035. A 1035 exchange is a tax-free exchange of a non-qualified life insurance contract, endowment contract or annuity contract into a non-Qualified annuity contract. The contract owner(s) must be the same on the old and new contract. Basis from the old contract carries over to the new contract so long as we receive that information from the relinquishing company. If basis information is never received, we will assume that all exchanged funds represent earnings and will allocate no cost basis to them. PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of annuity contracts. Under this ruling, if you take a withdrawal from a receiving or relinquishing annuity contract within 24 months of the partial exchange, then special aggregation rules apply for purposes of determining the taxable amount of a distribution. The IRS has issued limited guidance on how to aggregate and report these distributions. The IRS is expected to provide further guidance; as a result, it is possible that the amount we calculate and report to the IRS as taxable could be different. Your Contract may not permit partial exchanges. TAXATION OF OWNERSHIP CHANGES. If you transfer a non-Qualified Contract without full and adequate consideration to a person other than your spouse (or to a former spouse incident to a divorce), you will be taxed on the difference between the Contract Value and the investment in the Contract at the time of transfer. Any assignment or pledge (or agreement to assign or pledge) of the Contract Value is taxed as a withdrawal of such amount or portion and may also incur the 10% penalty tax. AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified deferred annuity contracts issued by Lincoln Benefit (or its affiliates) to the same Contract Owner during any calendar year be aggregated and treated as one annuity contract for purposes of determining the taxable amount of a distribution. INCOME TAX WITHHOLDING Generally, Lincoln Benefit is required to withhold federal income tax at a rate of 10% from all non-annuitized distributions. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold the required 10% of the taxable amount. In certain states, if there is federal withholding, then state withholding is also mandatory. Lincoln Benefit is required to withhold federal income tax using the wage withholding rates for all annuitized distributions. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold using married with three exemptions as the default. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero exemptions as the default. In certain states, if there is federal withholding, then state withholding is also mandatory. Election out of withholding is valid only if the customer provides a U.S. residence address and taxpayer identification number. Generally, Code Section 1441 provides that Lincoln Benefit as a withholding agent must withhold 30% of the taxable amounts paid to a non-resident alien. A non-resident alien is someone other than a U.S. citizen or resident alien. Withholding may be reduced or eliminated if covered by an income tax treaty between the 38 PROSPECTUS U.S. and the non-resident alien's country of residence if the payee provides a U.S. taxpayer identification number on a fully completed Form W-8BEN. A U.S. taxpayer identification number is a social security number or an individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS to non-resident alien individuals who are not eligible to obtain a social security number. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. TAX QUALIFIED CONTRACTS The income on tax sheltered annuity (TSA) and IRA investments is tax deferred, and the income from annuities held by such plans does not receive any additional tax deferral. You should review the annuity features, including all benefits and expenses, prior to purchasing an annuity as a TSA or IRA. Tax Qualified Contracts are contracts purchased as or in connection with: .. Individual Retirement Annuities (IRAs) under Code Section 408(b); .. Roth IRAs under Code Section 408A; .. Simplified Employee Pension (SEP IRA) under Code Section 408(k); .. Savings Incentive Match Plans for Employees (SIMPLE IRA) under Code Section 408(p); .. Tax Sheltered Annuities under Code Section 403(b); .. Corporate and Self Employed Pension and Profit Sharing Plans under Code Section 401; and .. State and Local Government and Tax-Exempt Organization Deferred Compensation Plans under Code Section 457. Lincoln Benefit reserves the right to limit the availability of the Contract for use with any of the retirement plans listed above or to modify the Contract to conform with tax requirements. If you use the Contract within an employer sponsored qualified retirement plan, the plan may impose different or additional conditions or limitations on withdrawals, waiver of charges, death benefits, Payout Start Dates, income payments, and other Contract features. In addition, adverse tax consequences may result if qualified plan limits on distributions and other conditions are not met. Please consult your qualified plan administrator for more information. Lincoln Benefit no longer issues deferred annuities to employer sponsored qualified retirement plans. The tax rules applicable to participants with tax qualified annuities vary according to the type of contract and the terms and conditions of the endorsement. Adverse tax consequences may result from certain transactions such as excess contributions, premature distributions, and, distributions that do not conform to specified commencement and minimum distribution rules. Lincoln Benefit can issue an individual retirement annuity on a rollover or transfer of proceeds from a decedent's IRA, TSA, or employer sponsored retirement plan under which the decedent's surviving spouse is the beneficiary. Lincoln Benefit does not offer an individual retirement annuity that can accept a transfer of funds for any other, non-spousal, beneficiary of a decedent's IRA, TSA, or employer sponsored qualified retirement plan. Please refer to your Endorsement for IRAs or 403(b) plans, if applicable, for additional information on your death settlement options. In the case of certain qualified plans, the terms of the Qualified Plan Endorsement and the plans may govern the right to benefits, regardless of the terms of the Contract. TAXATION OF WITHDRAWALS FROM AN INDIVIDUALLY OWNED TAX QUALIFIED CONTRACT. If you make a partial withdrawal under a Tax Qualified Contract other than a Roth IRA, the portion of the payment that bears the same ratio to the total payment that the investment in the Contract (i.e., nondeductible IRA contributions) bears to the Contract Value, is excluded from your income. We do not keep track of nondeductible contributions, and generally all tax reporting of distributions from Tax Qualified Contracts other than Roth IRAs will indicate that the distribution is fully taxable. "Qualified distributions" from Roth IRAs are not included in gross income. "Qualified distributions" are any distributions made more than five taxable years after the taxable year of the first contribution to any Roth IRA and which are: .. made on or after the date the Contract Owner attains age 59 1/2, .. made to a beneficiary after the Contract Owner's death, .. attributable to the Contract Owner being disabled, or .. made for a first time home purchase (first time home purchases are subject to a lifetime limit of $10,000). "Nonqualified distributions" from Roth IRAs are treated as made from contributions first and are included in gross income only to the extent that distributions exceed contributions. REQUIRED MINIMUM DISTRIBUTIONS. Generally, Tax Qualified Contracts (excluding Roth IRAs) require minimum distributions upon reaching age 70 1/2. Failure to withdraw the required minimum distribution will result in a 50% tax penalty on the shortfall not withdrawn from the Contract. Not all income plans offered under the Contract satisfy the requirements for minimum distributions. Because these distributions are required under the Code and the method of calculation is complex, please see a competent tax advisor. THE DEATH BENEFIT AND TAX QUALIFIED CONTRACTS. Pursuant to the Code and IRS regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA) may not invest in life insurance contracts. However, an IRA may provide a death benefit that equals the greater of the purchase payments or the Contract Value. The 39 PROSPECTUS Contract offers a death benefit that in certain circumstances may exceed the greater of the purchase payments or the Contract Value. We believe that the Death Benefits offered by your Contract do not constitute life insurance under these regulations. It is also possible that certain death benefits that offer enhanced earnings could be characterized as an incidental death benefit. If the death benefit were so characterized, this could result in current taxable income to a Contract Owner. In addition, there are limitations on the amount of incidental death benefits that may be provided under qualified plans, such as in connection with a TSA or employer sponsored qualified retirement plan. Lincoln Benefit reserves the right to limit the availability of the Contract for use with any of the qualified plans listed above. PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM TAX QUALIFIED CONTRACTS. A 10% penalty tax applies to the taxable amount of any premature distribution from a Tax Qualified Contract. The penalty tax generally applies to any distribution made prior to the date you attain age 59 1/2. However, no penalty tax is incurred on distributions: .. made on or after the date the Contract Owner attains age 59 1/2, .. made as a result of the Contract Owner's death or total disability, .. made in substantially equal periodic payments over the Contract Owner's life or life expectancy, or over the joint lives or joint life expectancies of the Contract Owner and the Beneficiary, .. made after separation from service after age 55 (does not apply to IRAs), .. made pursuant to an IRS levy, .. made for certain medical expenses, .. made to pay for health insurance premiums while unemployed (applies only for IRAs), .. made for qualified higher education expenses (applies only for IRAs), and .. made for a first time home purchase (up to a $10,000 lifetime limit and applies only for IRAs). During the first 2 years of the individual's participation in a SIMPLE IRA, distributions that are otherwise subject to the premature distribution penalty, will be subject to a 25% penalty tax. You should consult a competent tax advisor to determine how these exceptions may apply to your situation. SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON TAX QUALIFIED CONTRACTS. With respect to Tax Qualified Contracts using substantially equal periodic payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material modification of the payment stream would violate the requirement that payments must be substantially equal. Failure to meet this requirement would mean that the income portion of each payment received prior to the later of 5 years or the taxpayer's attaining age 59 1/2 would be subject to a 10% penalty tax unless another exception to the penalty tax applied. The tax for the year of the modification is increased by the penalty tax that would have been imposed without the exception, plus interest for the years in which the exception was used. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. INCOME TAX WITHHOLDING ON TAX QUALIFIED CONTRACTS. Generally, Lincoln Benefit is required to withhold federal income tax at a rate of 10% from all non-annuitized distributions that are not considered "eligible rollover distributions." The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold the required 10% from the taxable amount. In certain states, if there is federal withholding, then state withholding is also mandatory. Lincoln Benefit is required to withhold federal income tax at a rate of 20% on all "eligible rollover distributions" unless you elect to make a "direct rollover" of such amounts to an IRA or eligible retirement plan. Eligible rollover distributions generally include all distributions from Tax Qualified Contracts, including TSAs but excluding IRAs, with the exception of: .. required minimum distributions, or, .. a series of substantially equal periodic payments made over a period of at least 10 years, or, .. a series of substantially equal periodic payments made over the life (joint lives) of the participant (and beneficiary), or, .. hardship distributions. For all annuitized distributions that are not subject to the 20% withholding requirement, Lincoln Benefit is required to withhold federal income tax using the wage withholding rates. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold using married with three exemptions as the default. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero exemptions as the default. In certain states, if there is federal withholding, then state withholding is also mandatory. Election out of withholding is valid only if the customer provides a U.S. residence address and taxpayer identification number. Generally, Code Section 1441 provides that Lincoln Benefit as a withholding agent must withhold 30% of the taxable amounts paid to a non-resident alien. A non-resident alien is someone other than a U.S. citizen or 40 PROSPECTUS resident alien or to certain other 'foreign persons'. Withholding may be reduced or eliminated if covered by an income tax treaty between the U.S. and the non-resident alien's country of residence if the payee provides a U.S. taxpayer identification number on a fully completed Form W-8BEN. A U.S. taxpayer identification number is a social security number or an individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS to non-resident alien individuals who are not eligible to obtain a social security number. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. INDIVIDUAL RETIREMENT ANNUITIES. Code Section 408(b) permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity (IRA). Individual Retirement Annuities are subject to limitations on the amount that can be contributed and on the time when distributions may commence. Certain distributions from other types of qualified retirement plans may be "rolled over" on a tax-deferred basis into an Individual Retirement Annuity. ROTH INDIVIDUAL RETIREMENT ANNUITIES. Code Section 408A permits eligible individuals to make nondeductible contributions to an individual retirement program known as a Roth Individual Retirement Annuity. Roth Individual Retirement Annuities are subject to limitations on the amount that can be contributed and on the time when distributions may commence. Subject to certain limitations, a traditional Individual Retirement Account or Annuity may be converted or "rolled over" to a Roth Individual Retirement Annuity. The income portion of a conversion or rollover distribution is taxable currently, but is exempted from the 10% penalty tax on premature distributions. ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL IRAS). Code Section 408 permits a custodian or trustee of an Individual Retirement Account to purchase an annuity as an investment of the Individual Retirement Account. If an annuity is purchased inside of an Individual Retirement Account, then the Annuitant must be the same person as the beneficial owner of the Individual Retirement Account. Generally, the death benefit of an annuity held in an Individual Retirement Account must be paid upon the death of the Annuitant. However, in most states, the Contract permits the custodian or trustee of the Individual Retirement Account to continue the Contract in the accumulation phase, with the Annuitant's surviving spouse as the new Annuitant, if the following conditions are met: 1) The custodian or trustee of the Individual Retirement Account is the owner of the annuity and has the right to the death proceeds otherwise payable under the Contract; 2) The deceased Annuitant was the beneficial owner of the Individual Retirement Account; 3) We receive a complete request for settlement for the death of the Annuitant; and 4) The custodian or trustee of the Individual Retirement Account provides us with a signed certification of the following: (a) The Annuitant's surviving spouse is the sole beneficiary of the Individual Retirement Account; (b) The Annuitant's surviving spouse has elected to continue the Individual Retirement Account as his or her own Individual Retirement Account; and (c) The custodian or trustee of the Individual Retirement Account has continued the Individual Retirement Account pursuant to the surviving spouse's election. SIMPLIFIED EMPLOYEE PENSION IRA. Code Section 408(k) allows eligible employers to establish simplified employee pension plans for their employees using individual retirement annuities. These employers may, within specified limits, make deductible contributions on behalf of the employees to the individual retirement annuities. Employers intending to use the Contract in connection with such plans should seek competent tax advice. SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA). Code Section 408(p) allows eligible employers with 100 or fewer employees to establish SIMPLE retirement plans for their employees using individual retirement annuities. In general, a SIMPLE IRA consists of a salary deferral program for eligible employees and matching or nonelective contributions made by employers. Employers intending to purchase the Contract as a SIMPLE IRA should seek competent tax and legal advice. TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS (TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND YOUR COMPETENT TAX ADVISOR. TAX SHELTERED ANNUITIES. Code Section 403(b) provides tax-deferred retirement savings plans for employees of certain non-profit and educational organizations. Under Section 403(b), any contract used for a 403(b) plan must provide that distributions attributable to salary reduction contributions made after 12/31/88, and all earnings on salary reduction contributions, may be made only on or after the date the employee: .. attains age 59 1/2, .. severs employment, .. dies, .. becomes disabled, or 41 PROSPECTUS .. incurs a hardship (earnings on salary reduction contributions may not be distributed on account of hardship). These limitations do not apply to withdrawals where Lincoln Benefit is directed to transfer some or all of the Contract Value to another 403(b) plan. Generally, we do not accept funds in 403(b) contracts that are subject to the Employee Retirement Income Security Act of 1974 (ERISA). DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE ACCOUNT - -------------------------------------------------------------------------------- LINCOLN BENEFIT LIFE COMPANY Lincoln Benefit is a stock life insurance company organized under the laws of the state of Nebraska in 1938. Our legal domicile and principal business address is 2940 S. 84th Street, Lincoln, NE 68506-4142. Lincoln Benefit is a wholly-owned subsidiary of Allstate Life Insurance Company ("Allstate Life"), a stock life insurance company incorporated under the laws of the State of Illinois. Allstate Life is a wholly-owned subsidiary of Allstate Insurance Company ("Allstate"), a stock property-liability insurance company incorporated under the laws of Illinois. All outstanding capital stock of Allstate is owned by The Allstate Corporation. We are authorized to conduct life insurance and annuity business in the District of Columbia, Guam, U.S. Virgin Islands and all states except New York. We will market the Contract everywhere we conduct variable annuity business. The Contracts offered by this prospectus are issued by us and will be funded in the Separate Account and/or the Fixed Account. Under our reinsurance agreement with Allstate Life, substantially all contract related transactions are transferred to Allstate Life, and substantially all of the assets backing our reinsured liabilities are owned by Allstate Life. Accordingly, the results of operations with respect to applications received and contracts issued by Lincoln Benefit are not reflected in our financial statements. The amounts reflected in our financial statements relate only to the investment of those assets of Lincoln Benefit that are not transferred to Allstate Life under the reinsurance agreement. These assets represent our general account and are invested and managed by Allstate Life. While the reinsurance agreement provides us with financial backing from Allstate Life, it does not create a direct contractual relationship between Allstate Life and you. Under the Company's reinsurance agreements with Allstate Life, the Company reinsures all reserve liabilities with Allstate Life except for variable contracts. The Company's variable Contract assets and liabilities are held in legally-segregated, unitized Separate Accounts and are retained by the Company. However, Lincoln Benefit's economic risks and returns related to such variable contracts are transferred to Allstate Life. SEPARATE ACCOUNT. Lincoln Benefit Life Variable Annuity Account was originally established in 1992, as a segregated asset account of Lincoln Benefit. The Separate Account meets the definition of a "separate account" under the federal securities laws and is registered with the SEC as a unit investment trust under the Investment Company Act of 1940. The SEC does not supervise the management of the Separate Account or Lincoln Benefit. We own the assets of the Separate Account, but we hold them separate from our other assets. To the extent that these assets are attributable to the Contract Value of the Contracts offered by this prospectus, these assets are not chargeable with liabilities arising out of any other business we may conduct. Income, gains, and losses, whether or not realized, from assets allocated to the Separate Account are credited to or charged against the Separate Account without regard to our other income, gains, or losses. Our obligations arising under the Contracts are general corporate obligations of Lincoln Benefit. The Separate Account is divided into Subaccounts. The assets of each Subaccount are invested in the shares of one of the Portfolios. We do not guarantee the investment performance of the Separate Account, its Subaccounts or the Portfolios. Values allocated to the Separate Account and the amount of Variable Annuity payments will rise and fall with the values of shares of the Portfolios and are also reduced by Contract charges. We may also use the Separate Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Separate Account. We have included additional information about the Separate Account in the Statement of Additional Information. You may obtain a copy of the Statement of Additional Information by writing to us or calling us at 1-800- 865-5237. We have reproduced the Table of Contents of the Statement of Additional Information on page 45. STATE REGULATION OF LINCOLN BENEFIT. We are subject to the laws of Nebraska and regulated by the Nebraska Department of Insurance. Every year we file an annual statement with the Department of Insurance covering our operations for the previous year and our financial condition as of the end of the year. We are inspected periodically by the Department of Insurance to verify our contract liabilities and reserves. Our books and records are subject to review by the Department of Insurance at all times. We are also subject to regulation under the insurance laws of every jurisdiction in which we operate. 42 PROSPECTUS FINANCIAL STATEMENTS. The financial statements of Lincoln Benefit and the financial statements of the Separate Account, which are comprised of the financial statements of the underlying sub-accounts, are set forth in the Statement of Additional Information. ADMINISTRATION We have primary responsibility for all administration of the Contracts and the Separate Account. Our mailing address is P.O. Box 80469, Lincoln, NE 68501-0469. We provide the following administrative services, among others: issuance of the Contracts; maintenance of Contract Owner records; Contract Owner services; calculation of unit values; maintenance of the Separate Account; and preparation of Contract Owner reports. We will send you Contract statements and transaction confirmations at least quarterly. You should notify us promptly in writing of any address change. You should read your statements and confirmations carefully and verify their accuracy. You should contact us promptly if you have a question about a periodic statement. We will investigate all complaints and make any necessary adjustments retroactively, but you must notify us of a potential error within a reasonable time after the date of the questioned statement. If you wait too long, we will make the adjustment as of the date that we receive notice of the potential error. We will also provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. DISTRIBUTION OF CONTRACTS The Contracts described in this prospectus are sold by registered representatives of broker-dealers who are our licensed insurance agents, either individually or through an incorporated insurance agency. Commissions paid to broker-dealers may vary, but we estimate that the total commissions paid on all Contract sales will not exceed 6% of all Purchase Payments (on a present value basis). From time to time, we may offer additional sales incentives of up to 1% of Purchase Payments to broker-dealers who maintain certain sales volume levels. ALFS, Inc. ("ALFS") located at 3100 Sanders Road, Northbrook, IL 60062-7154 serves as distributor of the Contracts. ALFS, an affiliate of Lincoln Benefit, is a wholly owned subsidiary of Allstate Life Insurance Company. ALFS is a registered broker dealer under the Securities and Exchange Act of 1934, as amended, and is a member of the National Association of Securities Dealers, Inc. Lincoln Benefit does not pay ALFS a commission for distribution of the Contracts. The underwriting agreement with ALFS provides that we will reimburse ALFS for expenses incurred in distributing the Contracts, including liability arising out of services we provide on the Contracts. LEGAL PROCEEDINGS There are no pending legal proceedings affecting the Separate Account. Lincoln Benefit is engaged in routine lawsuits which, in our management's judgment, are not of material importance to their respective total assets or material with respect to the Separate Account. LEGAL MATTERS All matters of Nebraska law pertaining to the Contract, including the validity of the Contract and our right to issue the Contract under Nebraska law, have been passed upon by Michael J. Velotta, Senior Vice President, General Counsel and Secretary of Lincoln Benefit. ANNUAL REPORTS AND OTHER DOCUMENTS Lincoln Benefit's annual report on Form 10-K for the year ended December 31, 2004, is incorporated herein by reference, which means that it is legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act of 1934 are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000910739. The SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http:// www.sec.gov. You also can view these materials at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. For more information on the operations of SEC's Public Reference Room, call 1-800-SEC-0330. If you have received a copy of this prospectus, and would like a free copy of any document incorporated herein by reference (other than exhibits not specifically incorporated by reference into the text of such documents), please write or call us at Lincoln Benefit Life Company, 2940 S. 84th Street, Lincoln, NE 68506-4142 or 800-865-5237. REGISTRATION STATEMENT We have filed a registration statement with the SEC, under the Securities Act of 1933 as amended, with respect to the Contracts offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement and the exhibits filed as 43 PROSPECTUS part of the registration statement. You should refer to the registration statement and the exhibits for further information concerning the Separate Account, Lincoln Benefit, and the Contracts. The descriptions in this prospectus of the Contracts and other legal instruments are summaries. You should refer to those instruments as filed for the precise terms of those instruments. You may inspect and obtain copies of the registration statement as described on the cover page of this prospectus. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
PAGE THE CONTRACT Annuity Payments Initial Monthly Annuity Payment Subsequent Monthly Payments Transfers After Annuity Date Annuity Unit Value Illustrative Example of Annuity Unit Value Calculation Illustrative Example of Variable Annuity Payments EXPERTS FINANCIAL STATEMENTS
44 PROSPECTUS APPENDIX A - -------------------------------------------------------------------------------- ACCUMULATION UNIT VALUES/(1)/ BASIC POLICY
Year ending December 31, FUND 1998 1999 2000 2001 2002 2003 2004 - ----------------------------------------------------------------------------------------------------------------------------------- AIM V.I. BASIC VALUE - SERIES I SUB-ACCOUNT Accumulation Unit Value Beginning -- -- -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- -- -- 10.821 Number of Units Outstanding at End of Year -- -- -- -- -- -- 269,780 - ----------------------------------------------------------------------------------------------------------------------------------- ALGER AMERICAN GROWTH - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.93 15.75 13.26 11.54 7.640 10.198 Accumulation Unit Value Ending 11.93 15.75 13.26 11.54 7.640 10.198 10.625 Number of Units Outstanding at End of Year 51,133 624,209 1,121,843 996,256 734,340 807,544 719,914 - ----------------------------------------------------------------------------------------------------------------------------------- ALGER AMERICAN INCOME & GROWTH - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.50 16.17 15.77 13.34 9.078 11.641 Accumulation Unit Value Ending 11.50 16.17 15.77 13.34 9.078 11.641 12.398 Number of Units Outstanding at End of Year 24,310 402.339 853,586 888,850 781,602 775,012 686,795 - ----------------------------------------------------------------------------------------------------------------------------------- ALGER AMERICAN LEVERAGED ALLCAP - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 12.81 22.52 16.72 13.88 9.061 12.055 Accumulation Unit Value Ending 12.81 22.52 16.72 13.88 9.061 12.055 12.881 Number of Units Outstanding at End of Year 16,931 276,291 682,579 560,418 474,441 518,914 454,884 - ----------------------------------------------------------------------------------------------------------------------------------- ALGER AMERICAN MIDCAP GROWTH - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.60 15.10 16.28 15.03 10.457 15.264 Accumulation Unit Value Ending 11.60 15.10 16.28 15.03 10.457 15.264 17.040 Number of Units Outstanding at End of Year 1,813 133,411 613,187 515,103 410,450 559,837 571,188 - ----------------------------------------------------------------------------------------------------------------------------------- ALGER AMERICAN SMALL CAPITALIZATION - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.31 16.02 11.52 8.02 5.842 8.212 Accumulation Unit Value Ending 11.31 16.02 11.52 8.02 5.842 8.212 9.454 Number of Units Outstanding at End of Year 5,133 77,078 249,260 328,999 283,731 468,871 355,278 - ----------------------------------------------------------------------------------------------------------------------------------- FEDERATED CAPITAL INCOME II SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.13 11.18 10.06 8.57 8.959 7.668 Accumulation Unit Value Ending 11.13 11.18 10.06 8.57 8.959 7.668 8.325 Number of Units Outstanding at End of Year 35,130 198,037 401,376 420,723 460,608 309,555 297,389 - ----------------------------------------------------------------------------------------------------------------------------------- FEDERATED HIGH INCOME BOND II SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.85 9.95 8.94 8.95 6.435 10.814 Accumulation Unit Value Ending 9.85 9.95 8.94 8.95 6.435 10.814 11.797 Number of Units Outstanding at End of Year 47,674 196,572 340,164 785,823 296,496 707,583 729,703 - ----------------------------------------------------------------------------------------------------------------------------------- FEDERATED FOR U.S. GOVERNMENT SECURITIES II SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.27 10.08 11.05 11.67 12.572 12.710 Accumulation Unit Value Ending 10.27 10.08 11.05 11.67 12.572 12.710 13.005 Number of Units Outstanding at End of Year 36,743 175,793 406,015 1,994,814 2,695,911 1,589,894 1,136,236 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP ASSET MANAGER(SM) - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.80 11.85 11.25 10.65 9.601 11.186 Accumulation Unit Value Ending 10.80 11.85 11.25 10.65 9.601 11.186 11.652 Number of Units Outstanding at End of Year 12,172 154,441 278,326 334,328 371,447 420,226 437,716 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP CONTRAFUND(R) - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.46 14.06 12.97 11.24 10.060 12.763 Accumulation Unit Value Ending 11.46 14.06 12.97 11.24 10.060 12.763 14.555 Number of Units Outstanding at End of Year 28,065 548,967 1,1001,494 1,006,844 1,084,534 1,311,861 1,438,118 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP EQUITY-INCOME - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.83 11.37 12.18 11.43 9.375 12.067 Accumulation Unit Value Ending 10.83 11.37 12.18 11.43 9.375 12.067 13.291 Number of Units Outstanding at End of Year 39,303 616,769 1,208,699 1,289,762 1,218,166 1,403,132 1,384,897 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP GROWTH - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.62 15.78 13.87 11.28 7.786 10.215 Accumulation Unit Value Ending 11.62 15.78 13.87 11.28 7.786 10.215 10.429 Number of Units Outstanding at End of Year 13,317 541,326 1,300,830 1,366,004 1,121,334 1,141,572 1,091,575 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP INDEX 500 - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.36 13.52 12.11 10.51 8.073 10.237 Accumulation Unit Value Ending 11.36 13.52 12.11 10.51 8.073 10.237 11.183 Number of Units Outstanding at End of Year 67,638 983,492 1,795,382 2,032,615 1,782,207 1,907,842 1,817,054 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP MONEY MARKET - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.15 10.54 11.07 11.39 11.436 11.406 Accumulation Unit Value Ending 10.15 10.54 11.07 11.39 11.436 11.406 11.401 Number of Units Outstanding at End of Year 69,742 1,451,852 2,194,471 2,969,960 3,542,199 2,015,425 1,544,840 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP OVERSEAS - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.50 14.79 11.81 9.20 7.240 10.251 Accumulation Unit Value Ending 10.50 14.79 11.81 9.20 7.240 10.251 11.504 Number of Units Outstanding at End of Year 77,591 26,260 132,253 137,725 200,173 294,264 402,967 - ----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES MID CAP GROWTH - INSTITUTIONAL SHARES SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 12.27 27.32 18.39 11.00 7.827 10.443 Accumulation Unit Value Ending 12.27 27.32 18.39 11.00 7.827 10.443 12.453 Number of Units Outstanding at End of Year 4,895 440,699 1,027,581 926,849 694,192 656,913 642,333 - ----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES BALANCED - INSTITUTIONAL SHARES SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.69 14.63 14.12 13.29 7.762 13.832 Accumulation Unit Value Ending 11.69 14.63 14.12 13.29 7.762 13.832 14.825 Number of Units Outstanding at End of Year 39,593 722,058 1,595,397 1,044,409 94,361 1,496,830 1,365,759 - ----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES FLEXIBLE BOND - INSTITUTIONAL SHARES SUB-ACCOUNT (3) Accumulation Unit Value Beginning 10.00 10.25 10.29 10.80 11.49 12.280 13.166 Accumulation Unit Value Ending 10.25 10.29 10.80 11.49 12.280 13.166 13.519 Number of Units Outstanding at End of Year 52,969 197,019 218,753 418,584 1,721,351 584,216 527,949 - ----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES LARGE CAP GROWTH - INSTITUTIONAL SHARES SUB-ACCOUNT (3) Accumulation Unit Value Beginning 10.00 11.86 16.86 14.23 10.57 12.531 9.984 Accumulation Unit Value Ending 11.86 16.86 14.23 10.57 12.531 9.984 10.306 Number of Units Outstanding at End of Year 35,519 927,469 1,955,539 1,856,493 623,206 1,211,583 1,041,507 - ----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES FOREIGN STOCK - SERVICE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- 10.00 7.675 10.226 Accumulation Unit Value Ending -- -- -- -- 7.675 10.226 11.939 Number of Units Outstanding at End of Year -- -- -- -- 1,378,111 58,782 152,105 - ----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES WORLDWIDE GROWTH - INSTITUTIONAL SHARES SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.68 17.35 14.45 11.07 8.143 9.971 Accumulation Unit Value Ending 10.68 17.35 14.45 11.07 8.143 9.971 10.318 Number of Units Outstanding at End of Year 64,108 931,544 2,485,879 2,316,369 1,719,720 1,479,355 1,193,225 - ----------------------------------------------------------------------------------------------------------------------------------- LSA BALANCED (2)(4) Accumulation Unit Value Beginning -- -- -- -- 10.00 8.678 Accumulation Unit Value Ending -- -- -- -- 8.678 11.074 Number of Units Outstanding at End of Year -- -- -- -- 2,230 83,852 - ----------------------------------------------------------------------------------------------------------------------------------- MFS EMERGING GROWTH - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.75 20.50 16.28 10.69 6.994 8.995 Accumulation Unit Value Ending 11.75 20.50 16.28 10.69 6.994 8.995 10.035 Number of Units Outstanding at End of Year 5,861 114,684 274,444 331,023 247,624 248,807 231,814 - ----------------------------------------------------------------------------------------------------------------------------------- MFS INVESTORS TRUST - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.20 11.80 11.63 9.66 7.536 9.091 Accumulation Unit Value Ending 11.20 11.80 11.63 9.66 7.536 9.091 9.998 Number of Units Outstanding at End of Year 10,591 133,121 217,691 295,343 269,101 270,484 244,156 - ----------------------------------------------------------------------------------------------------------------------------------- MFS NEW DISCOVERY - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.35 19.44 18.82 17.65 11.918 15.738 Accumulation Unit Value Ending 11.35 19.44 18.82 17.65 11.918 15.738 16.556 Number of Units Outstanding at End of Year 842 55,274 219,172 188,675 183,131 224,760 232,616 - ----------------------------------------------------------------------------------------------------------------------------------- MFS RESEARCH - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.08 13.57 12.75 9.92 7.389 9.100 Accumulation Unit Value Ending 11.08 13.57 12.75 9.92 7.389 9.100 10.412 Number of Units Outstanding at End of Year 8,940 75,847 240,203 207,793 186,178 190,978 189,969 - ----------------------------------------------------------------------------------------------------------------------------------- MFS TOTAL RETURN - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.61 10.80 12.38 12.25 11.473 13.180 Accumulation Unit Value Ending 10.61 10.80 12.38 12.25 11.473 13.180 14.490 Number of Units Outstanding at End of Year 11,410 118,240 207,489 436,363 642,776 943,486 1,033,566 - ----------------------------------------------------------------------------------------------------------------------------------- PREMIER VIT OPCAP BALANCED SUB-ACCOUNT (2)(5) Accumulation Unit Value Beginning -- -- -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- -- -- 10.812 Number of Units Outstanding at End of Year -- -- -- -- -- -- 129,223 - ----------------------------------------------------------------------------------------------------------------------------------- PREMIER VIT OPCAP SMALL CAP SUB-ACCOUNT (2)(5) Accumulation Unit Value Beginning -- -- -- -- 10.00 7.200 10.143 Accumulation Unit Value Ending -- -- -- -- 7.200 10.143 11.809 Number of Units Outstanding at End of Year -- -- -- -- 88,999 236,796 274,798 - ----------------------------------------------------------------------------------------------------------------------------------- OPPENHEIMER MAIN STREET SMALL CAP/VA - SERVICE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- 10.00 7.847 11.178 Accumulation Unit Value Ending -- -- -- -- 7.847 11.178 13.157 Number of Units Outstanding at End of Year -- -- -- -- 97,205 214,471 347,171 - ----------------------------------------------------------------------------------------------------------------------------------- PIMCO VIT FOREIGN BOND (U.S. DOLLAR-HEDGED) - ADMINISTRATIVE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- 10.00 10.565 10.669 Accumulation Unit Value Ending -- -- -- -- 10.565 10.669 11.122 Number of Units Outstanding at End of Year -- -- -- -- 75,670 337,271 347,113 - ----------------------------------------------------------------------------------------------------------------------------------- PIMCO VIT TOTAL RETURN - ADMINISTRATIVE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- 10.00 10.557 10.951 Accumulation Unit Value Ending -- -- -- -- 10.557 10.951 11.343 Number of Units Outstanding at End of Year -- -- -- -- 539,429 1,001,817 1,060,049 - ----------------------------------------------------------------------------------------------------------------------------------- PUTNAM VT INTERNATIONAL GROWTH AND INCOME - CLASS IB SUB-ACCOUNT Accumulation Unit Value Beginning -- -- -- -- 10.00 8.198 11.161 Accumulation Unit Value Ending -- -- -- -- 8.198 11.161 13.335 Number of Units Outstanding at End of Year -- -- -- -- 38,105 43,231 89,040 - ----------------------------------------------------------------------------------------------------------------------------------- SALOMON BROTHERS VARIABLE INVESTORS - CLASS I SUB-ACCOUNT Accumulation Unit Value Beginning -- -- -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- -- -- 10.954 Number of Units Outstanding at End of Year -- -- -- -- -- -- 60,840 - ----------------------------------------------------------------------------------------------------------------------------------- SCUDDER SVS II TOTAL RETURN - CLASS A SUB-ACCOUNT (6) Accumulation Unit Value Beginning Accumulation Unit Value Ending Number of Units Outstanding at End of Year - ----------------------------------------------------------------------------------------------------------------------------------- SCUDDER SVS I BOND - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.19 9.97 10.88 11.36 12.081 12.535 Accumulation Unit Value Ending 10.19 9.97 10.88 11.36 12.081 12.535 13.046 Number of Units Outstanding at End of Year 24,670 123,093 155,500 507,663 558,679 493,622 507,579 - ----------------------------------------------------------------------------------------------------------------------------------- SCUDDER SVS I GLOBAL DISCOVERY - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.77 17.65 16.51 12.29 9.724 14.317 Accumulation Unit Value Ending 10.77 17.65 16.51 12.29 9.724 14.317 17.440 Number of Units Outstanding at End of Year 1,630 43,091 114,023 103,294 130,916 193,561 176,147 - ----------------------------------------------------------------------------------------------------------------------------------- SCUDDER SVS I GROWTH AND INCOME - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.52 11.02 10.66 9.34 7.087 8.871 Accumulation Unit Value Ending 10.52 11.02 10.66 9.34 7.087 8.871 9.651 Number of Units Outstanding at End of Year 8,690 138,946 192,522 218,214 201,541 178,003 150,151 - ----------------------------------------------------------------------------------------------------------------------------------- SCUDDER SVS I INTERNATIONAL - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.38 15.84 12.25 8.36 6.743 8.507 Accumulation Unit Value Ending 10.38 15.84 12.25 8.36 6.743 8.507 9.790 Number of Units Outstanding at End of Year 181 56,287 113,301 100,581 105,081 114,835 121,969 - ----------------------------------------------------------------------------------------------------------------------------------- STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value Beginning -- 10.00 10.08 10.26 9.59 7.397 8.653 Accumulation Unit Value Ending -- 10.08 10.26 9.59 7.397 8.653 9.123 Number of Units Outstanding at End of Year -- 20,427 23,194 42,077 56,403 63,977 60,421 - ----------------------------------------------------------------------------------------------------------------------------------- STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT (7) Accumulation Unit Value Beginning -- 10.00 10.51 10.02 8.18 6.573 8.914 Accumulation Unit Value Ending -- 10.51 10.02 8.18 6.573 8.914 10.506 Number of Units Outstanding at End of Year -- 21 1,718 88,369 24,111 7,301 5,874 - ----------------------------------------------------------------------------------------------------------------------------------- STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT Accumulation Unit Value Beginning -- 10.00 8.64 9.42 9.20 7.540 9.168 Accumulation Unit Value Ending -- 8.64 9.42 9.20 7.540 9.168 10.439 Number of Units Outstanding at End of Year -- 8,610 10,105 196,823 104,266 53,974 192,125 - ----------------------------------------------------------------------------------------------------------------------------------- STRONG OPPORTUNITY II - INVESTOR CLASS SUB-ACCOUNT Accumulation Unit Value(1) Beginning 10.00 10.94 14.57 15.34 14.59 10.541 14.263 Accumulation Unit Value Ending 10.94 14.57 15.34 14.59 10.541 14.263 16.652 Number of Units Outstanding at End of Year 603 46,155 168,801 322,014 380,519 356,248 374,321 - ----------------------------------------------------------------------------------------------------------------------------------- T. ROWE PRICE EQUITY INCOME - I SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.78 11.05 12.33 12.36 10.602 13.140 Accumulation Unit Value Ending 10.78 11.05 12.33 12.36 10.602 13.140 14.913 Number of Units Outstanding at End of Year 14,739 128,022 261,772 581,145 608,043 744,659 895,153 - ----------------------------------------------------------------------------------------------------------------------------------- T. ROWE PRICE INTERNATIONAL STOCK - I SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.78 14.57 11.52 8.85 7.137 9.201 Accumulation Unit Value Ending 10.78 14.57 11.52 8.85 7.137 9.201 10.338 Number of Units Outstanding at End of Year 2,401 22,869 65,454 92,572 99,915 173,635 264,060 - ----------------------------------------------------------------------------------------------------------------------------------- T. ROWE PRICE MID-CAP GROWTH - I SUB-ACCOUNT (8) Accumulation Unit Value Beginning 10.00 11.50 14.06 14.91 14.59 11.345 15.505 Accumulation Unit Value Ending 11.50 14.06 14.91 14.59 11.345 15.505 18.121 Number of Units Outstanding at End of Year 7,608 85,857 344,756 368,137 436,260 619,155 586,887 - ----------------------------------------------------------------------------------------------------------------------------------- T. ROWE PRICE NEW AMERICA GROWTH - I SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.25 12.52 11.05 9.62 6.813 9.090 Accumulation Unit Value Ending 11.25 12.52 11.05 9.62 6.813 9.090 9.995 Number of Units Outstanding at End of Year 4,126 57,131 100,767 108,815 165,424 155,957 173,326 - ----------------------------------------------------------------------------------------------------------------------------------- VAN KAMPEN LIT AGGRESSIVE GROWTH, CLASS II SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- -- -- 11.156 Number of Units Outstanding at End of Year -- -- -- -- -- -- 44,940 - ----------------------------------------------------------------------------------------------------------------------------------- VAN KAMPEN LIT GROWTH AND INCOME, CLASS II SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- 10.00 8.163 10.293 Accumulation Unit Value Ending -- -- -- -- 8.163 10.293 11.600 Number of Units Outstanding at End of Year -- -- -- -- 36,430 152,145 354,336 - ----------------------------------------------------------------------------------------------------------------------------------- VAN KAMPEN UIF U.S. MID CAP VALUE, CLASS I SUB-ACCOUNT (2)(9) Accumulation Unit Value Beginning -- -- -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- -- -- 11.333 Number of Units Outstanding at End of Year -- -- -- -- -- -- 309,322 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO ADVANTAGE DISCOVERY SUB-ACCOUNT (10) Accumulation Unit Value Beginning -- Accumulation Unit Value Ending -- Number of Units Outstanding at End of Year -- - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO ADVANTAGE OPPORTUNITY SUB-ACCOUNT (10) -- Accumulation Unit Value Beginning -- Accumulation Unit Value Ending -- Number of Units Outstanding at End of Year -- - -----------------------------------------------------------------------------------------------------------------------------------
49 PROSPECTUS ACCUMULATION UNIT VALUES/(1)/ BASIC POLICY PLUS DEATH BENEFIT AND INCOME BENEFIT RIDER II
Year ending December 31, FUND 2000 2001 2002 2003 2004 - ---------------------------------------------------------------------------------------------------------- AIM V.I. BASIC VALUE - SERIES I SUB-ACCOUNT Accumulation Unit Value Beginning -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- 10.781 Number of Units Outstanding at End of Year -- -- -- -- 244,914 - ---------------------------------------------------------------------------------------------------------- ALGER AMERICAN GROWTH - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.16 7.07 4.651 6.175 Accumulation Unit Value Ending 8.16 7.07 4.651 6.175 6.398 Number of Units Outstanding at End of Year 11,130 97,242 108,296 308,042 439,952 - ---------------------------------------------------------------------------------------------------------- ALGER AMERICAN INCOME & GROWTH - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.28 7.81 5.284 6.738 Accumulation Unit Value Ending 9.28 7.81 5.284 6.738 7.137 Number of Units Outstanding at End of Year 32,338 92,660 202,665 354,359 396,418 - ---------------------------------------------------------------------------------------------------------- ALGER AMERICAN LEVERAGED ALLCAP - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 7.68 6.34 4.116 5.447 Accumulation Unit Value Ending 7.68 6.34 4.116 5.447 5.788 Number of Units Outstanding at End of Year 62,468 136,468 264,242 542,296 727,607 - ---------------------------------------------------------------------------------------------------------- ALGER AMERICAN MIDCAP GROWTH - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.44 8.67 5.996 8.703 Accumulation Unit Value Ending 9.44 8.67 5.996 8.703 9.663 Number of Units Outstanding at End of Year 123,576 107,872 295,309 836,891 999,864 - ---------------------------------------------------------------------------------------------------------- ALGER AMERICAN SMALL CAPITALIZATION - CLASS O SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 7.22 4.99 3.619 5.060 Accumulation Unit Value Ending 7.22 4.99 3.619 5.060 5.793 Number of Units Outstanding at End of Year 5,134 116,699 128,015 283,201 359,793 - ---------------------------------------------------------------------------------------------------------- FEDERATED CAPITAL INCOME II SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.14 7.74 9.115 6.855 Accumulation Unit Value Ending 9.14 7.74 9.115 6.855 7.401 Number of Units Outstanding at End of Year 689 1,970 92,428 51,656 76,744 - ---------------------------------------------------------------------------------------------------------- FEDERATED HIGH INCOME BOND II SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.19 9.15 5.784 10.941 Accumulation Unit Value Ending 9.19 9.15 5.784 10.941 11.870 Number of Units Outstanding at End of Year 597 52,109 24,658 246,278 444,657 - ---------------------------------------------------------------------------------------------------------- FEDERATED FOR U.S. GOVERNMENT SECURITIES II SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.61 11.15 11.942 12.006 Accumulation Unit Value Ending 10.61 11.15 11.942 12.006 12.218 Number of Units Outstanding at End of Year 230 69,662 408,779 580,553 605,532 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP ASSET MANAGER(SM) - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.59 9.03 8.095 9.379 Accumulation Unit Value Ending 9.59 9.03 8.095 9.379 9.716 Number of Units Outstanding at End of Year 299 33,474 73,114 116,121 181,632 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP CONTRAFUND(R) - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.38 8.08 7.195 9.078 Accumulation Unit Value Ending 9.38 8.08 7.195 9.078 10.296 Number of Units Outstanding at End of Year 19,089 104,405 348,537 888,353 1,158,838 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP EQUITY-INCOME - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.04 10.30 8.405 10.759 Accumulation Unit Value Ending 11.04 10.30 8.405 10.759 11.786 Number of Units Outstanding at End of Year 4,932 75,559 174,403 306,020 434,981 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP GROWTH - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.39 6.79 4.659 6.080 Accumulation Unit Value Ending 8.39 6.79 4.659 6.080 6.173 Number of Units Outstanding at End of Year 52,890 98,555 305,305 625,498 939,071 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP INDEX 500 - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.04 7.80 5.960 7.516 Accumulation Unit Value Ending 9.04 7.80 5.960 7.516 8.166 Number of Units Outstanding at End of Year 102,744 312,663 365,351 978,400 1,444,339 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP MONEY MARKET - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.23 10.47 10.456 10.373 Accumulation Unit Value Ending 10.23 10.47 10.456 10.373 10.311 Number of Units Outstanding at End of Year 30,553 140,649 310,441 819,516 618,241 - ---------------------------------------------------------------------------------------------------------- FIDELITY VIP OVERSEAS - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.44 6.54 5.119 7.208 Accumulation Unit Value Ending 8.44 6.54 5.119 7.208 8.045 Number of Units Outstanding at End of Year 6,868 58,855 109,892 235,043 382,839 - ---------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES MID CAP GROWTH - INSTITUTIONAL SHARES SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 6.65 3.96 2.799 3.715 Accumulation Unit Value Ending 6.65 3.96 2.799 3.715 4.405 Number of Units Outstanding at End of Year 272,048 266,218 307,400 412,644 466,868 - ---------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES BALANCED - INSTITUTIONAL SHARES SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.62 9.00 8.273 9.267 Accumulation Unit Value Ending 9.62 9.00 8.273 9.267 9.878 Number of Units Outstanding at End of Year 43,584 199,196 356,912 699,022 705,500 - ---------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES FLEXIBLE BOND - INSTITUTIONAL SHARES SUB-ACCOUNT (3) Accumulation Unit Value Beginning 10.00 10.40 11.01 11.943 12.480 Accumulation Unit Value Ending 10.40 11.01 11.943 12.480 12.743 Number of Units Outstanding at End of Year 25 104,700 114,051 254,643 312,969 - ---------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES LARGE CAP GROWTH - INSTITUTIONAL SHARES SUB-ACCOUNT (3) Accumulation Unit Value Beginning 1000 8.32 6.15 4.441 5.746 Accumulation Unit Value Ending 8.32 6.15 4.441 5.746 5.898 Number of Units Outstanding at End of Year 98,273 116,481 162,987 251,235 275,805 - ---------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES FOREIGN STOCK - SERVICE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- 10.00 7.734 10.132 Accumulation Unit Value Ending -- -- 7.734 10.132 11.765 Number of Units Outstanding at End of Year -- -- 36,688 37,023 71,988 - ---------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES WORLDWIDE GROWTH - INSTITUTIONAL SHARES SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.19 6.24 4.564 5.558 Accumulation Unit Value Ending 8.19 6.24 4.564 5.558 5.719 Number of Units Outstanding at End of Year 66,346 167,331 245,789 365,025 414,342 - ---------------------------------------------------------------------------------------------------------- LSA BALANCED (2)(4) Accumulation Unit Value Beginning -- -- 10.00 8.646 Accumulation Unit Value Ending -- -- 8.646 10.973 Number of Units Outstanding at End of Year -- -- 2,157 46,166 - ---------------------------------------------------------------------------------------------------------- MFS EMERGING GROWTH - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.15 5.33 3.465 4.432 Accumulation Unit Value Ending 8.15 5.33 3.465 4.432 4.917 Number of Units Outstanding at End of Year 66,991 107,324 123,692 227,669 274,686 - ---------------------------------------------------------------------------------------------------------- MFS INVESTORS TRUST - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.85 8.13 6.308 7.567 Accumulation Unit Value Ending 9.85 8.13 6.308 7.567 8.276 Number of Units Outstanding at End of Year 3,223 22985 52,812 121,843 136,211 - ---------------------------------------------------------------------------------------------------------- MFS NEW DISCOVERY - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.97 8.36 5.615 7.374 Accumulation Unit Value Ending 8.97 8.36 5.615 7.374 7.715 Number of Units Outstanding at End of Year 113,237 118,208 205,837 477,819 623,501 - ---------------------------------------------------------------------------------------------------------- MFS RESEARCH - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.87 6.86 5.084 6.227 Accumulation Unit Value Ending 8.87 6.86 5.084 6.227 7.085 Number of Units Outstanding at End of Year 6,208 23,332 32,958 50,336 53,593 - ---------------------------------------------------------------------------------------------------------- MFS TOTAL RETURN - INITIAL CLASS SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.20 11.03 10.273 11.736 Accumulation Unit Value Ending 11.20 11.03 10.273 11.736 12.832 Number of Units Outstanding at End of Year 8,401 60,889 250,026 454,021 590,723 - ---------------------------------------------------------------------------------------------------------- PREMIER VIT OPCAP BALANCED SUB-ACCOUNT (2)(5) Accumulation Unit Value Beginning -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- 10.772 Number of Units Outstanding at End of Year -- -- -- -- 91,944 - ---------------------------------------------------------------------------------------------------------- PREMIER VIT OPCAP SMALL CAP SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- 10.00 7.173 10.051 Accumulation Unit Value Ending -- -- 7.173 10.051 11.637 Number of Units Outstanding at End of Year -- -- 8,929 172,641 244,720 - ---------------------------------------------------------------------------------------------------------- OPPENHEIMER MAIN STREET SMALL CAP/VA - SERVICE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- 10.00 7.818 11.076 Accumulation Unit Value Ending -- -- 7.818 11.076 12.965 Number of Units Outstanding at End of Year -- -- 41,593 193,863 323,468 - ---------------------------------------------------------------------------------------------------------- PIMCO VIT FOREIGN BOND (U.S. DOLLAR-HEDGED) - ADMINISTRATIVE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- 10.00 10.526 10.571 Accumulation Unit Value Ending -- -- 10.526 10.571 10.960 Number of Units Outstanding at End of Year -- -- 4,596 79,683 100,873 - ---------------------------------------------------------------------------------------------------------- PIMCO VIT TOTAL RETURN - ADMINISTRATIVE SHARES SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- 10.00 10.518 10.851 Accumulation Unit Value Ending -- -- 10.518 10.851 11.178 Number of Units Outstanding at End of Year -- -- 85,455 428,033 604,097 - ---------------------------------------------------------------------------------------------------------- PUTNAM VT INTERNATIONAL GROWTH AND INCOME - CLASS IB SUB-ACCOUNT Accumulation Unit Value Beginning -- -- 10.00 8.168 11.059 Accumulation Unit Value Ending -- -- 8.168 11.059 13.141 Number of Units Outstanding at End of Year -- -- 6,727 39,731 58,105 - ---------------------------------------------------------------------------------------------------------- SALOMON BROTHERS VARIABLE INVESTORS - CLASS I SUB-ACCOUNT (3) Accumulation Unit Value Beginning -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- 10.913 Number of Units Outstanding at End of Year -- -- -- -- 47,102 - ---------------------------------------------------------------------------------------------------------- SCUDDER SVS II TOTAL RETURN - CLASS A SUB-ACCOUNT (6) Accumulation Unit Value Beginning Accumulation Unit Value Ending Number of Units Outstanding at End of Year - ---------------------------------------------------------------------------------------------------------- SCUDDER SVS I BOND - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 10.61 11.02 11.655 12.026 Accumulation Unit Value Ending 10.61 11.02 11.655 12.026 12.447 Number of Units Outstanding at End of Year 1,406 60,002 89,305 179,258 242,774 - ---------------------------------------------------------------------------------------------------------- SCUDDER SVS I GLOBAL DISCOVERY - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.12 6.75 5.313 7.780 Accumulation Unit Value Ending 9.12 6.75 5.313 7.780 9.425 Number of Units Outstanding at End of Year 11,777 24,877 51,809 159,642 254,808 - ---------------------------------------------------------------------------------------------------------- SCUDDER SVS I GROWTH AND INCOME - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.59 8.35 6.305 7.849 Accumulation Unit Value Ending 9.59 8.35 6.305 7.849 8.492 Number of Units Outstanding at End of Year 3,100 23,428 37,769 76,611 99,749 - ---------------------------------------------------------------------------------------------------------- SCUDDER SVS I INTERNATIONAL - CLASS A SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.71 5.91 4.740 5.948 Accumulation Unit Value Ending 8.71 5.91 4.740 5.948 6.808 Number of Units Outstanding at End of Year 4,151 18,248 36,822 144,072 174,503 - ---------------------------------------------------------------------------------------------------------- STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.63 8.95 6.870 7.992 Accumulation Unit Value Ending 9.63 8.95 6.870 7.992 8.380 Number of Units Outstanding at End of Year 903 7,596 31,178 54,246 63,858 - ---------------------------------------------------------------------------------------------------------- STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT (7) Accumulation Unit Value Beginning 10.00 9.25 7.50 6.001 8.093 Accumulation Unit Value Ending 9.25 7.50 6.001 8.093 9.486 Number of Units Outstanding at End of Year 0 1,363 189 186 182 - ---------------------------------------------------------------------------------------------------------- STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.70 11.36 9.262 11.201 Accumulation Unit Value Ending 11.70 11.36 9.262 11.201 12.683 Number of Units Outstanding at End of Year 1,615 18,026 19,587 30,898 100,258 - ---------------------------------------------------------------------------------------------------------- STRONG OPPORTUNITY II - INVESTOR CLASS SUB-ACCOUNT Accumulation Unit Value(1) Beginning 10.00 10.15 9.60 6.899 9.284 Accumulation Unit Value Ending 10.15 9.60 6.899 9.284 10.780 Number of Units Outstanding at End of Year 4,607 117,620 278,117 409,953 454,476 - ---------------------------------------------------------------------------------------------------------- T. ROWE PRICE EQUITY INCOME - I SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 11.52 11.48 9.895 12.073 Accumulation Unit Value Ending 11.52 11.48 9.895 12.073 13.627 Number of Units Outstanding at End of Year 113 47,501 228,732 526,597 761,565 - ---------------------------------------------------------------------------------------------------------- T. ROWE PRICE INTERNATIONAL STOCK - I SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 8.55 6.53 5.239 6.716 Accumulation Unit Value Ending 8.55 6.53 5.239 6.716 7.505 Number of Units Outstanding at End of Year 5,575 16,460 39,170 110,909 176,753 - ---------------------------------------------------------------------------------------------------------- T. ROWE PRICE MID-CAP GROWTH - I SUB-ACCOUNT (8) Accumulation Unit Value Beginning 10.00 10.06 9.79 7.569 10.288 Accumulation Unit Value Ending 10.06 9.79 7.569 10.288 11.957 Number of Units Outstanding at End of Year 6,092 82,744 231,318 574,018 675,635 - ---------------------------------------------------------------------------------------------------------- T. ROWE PRICE NEW AMERICA GROWTH - I SUB-ACCOUNT Accumulation Unit Value Beginning 10.00 9.01 7.80 5.489 7.284 Accumulation Unit Value Ending 9.01 7.80 5.489 7.284 7.933 Number of Units Outstanding at End of Year 0 14,973 80,509 84,065 120,707 - ---------------------------------------------------------------------------------------------------------- VAN KAMPEN LIT AGGRESSIVE GROWTH, CLASS II SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- 11.114 Number of Units Outstanding at End of Year -- -- -- -- 77,019 - ---------------------------------------------------------------------------------------------------------- VAN KAMPEN LIT GROWTH AND INCOME, CLASS II SUB-ACCOUNT (2) Accumulation Unit Value Beginning -- -- 10.00 8.133 10.199 Accumulation Unit Value Ending -- -- 8.133 10.199 11.431 Number of Units Outstanding at End of Year -- -- 12,359 106,750 238,529 - ---------------------------------------------------------------------------------------------------------- VAN KAMPEN UIF U.S. MID CAP VALUE, CLASS I SUB-ACCOUNT (2)(9) Accumulation Unit Value Beginning -- -- -- -- 10.000 Accumulation Unit Value Ending -- -- -- -- 11.290 Number of Units Outstanding at End of Year -- -- -- -- 220,091 - ---------------------------------------------------------------------------------------------------------- WELLS FARGO ADVANTAGE DISCOVERY SUB-ACCOUNT (10) Accumulation Unit Value Beginning -- Accumulation Unit Value Ending -- Number of Units Outstanding at End of Year -- - ---------------------------------------------------------------------------------------------------------- WELLS FARGO ADVANTAGE OPPORTUNITY SUB-ACCOUNT (10) Accumulation Unit Value Beginning -- Accumulation Unit Value Ending -- Number of Units Outstanding at End of Year -- - ----------------------------------------------------------------------------------------------------------
(1) Accumulation unit value: unit of measure used to calculate the value or a Contract Owner's interest in a Subaccount for any Valuation Period. An Accumulation Unit Value does not reflect deduction of certain charges under the Contract that are deducted from your Contract Value, such as the Contract Maintenance Charge. The beginning value for 1998 reflects the Accumulation Unit Value as of August 17, 1998, the effective date of the Registration statement for this Contract. (2) First offered 5/1/02. (3) Effective May 1, 2005, the Janus Aspen Series Flexible Income Portfolio - Institutional Shares and Janus Aspen Series Growth Portfolio - Institutional Shares changed their names to the Janus Aspen Series Flexible Bond Portfolio - Institutional Shares and Janus Aspen Series Large Cap Growth Portfolio - Institutional Shares, respectively. We have made a corresponding change in the name of the Variable Sub-Account that invests in those Portfolios. 53 PROSPECTUS (4) Effective April 30, 2004, the LSA Balanced Fund was reorganized into the Premier VIT OpCap Balanced Portfolio. Accordingly, on April 30, 2004 we combined the LSA Balanced Variable Sub-account into the Premier VIT OpCap Balanced Sub-Account. (5) Effective May 1, 2005, the PAVIT OpCap Balanced Portfolio and PAVIT OpCap Small Cap Portfolio changed their names to the Premier VIT OpCap Balanced Portfolio and Premier VIT OpCap Small Cap Portfolio, respectively. We have made a corresponding change in the name of the Variable Sub-accounts that invest in these Portfolios. (6) Effective April 29, 2005, the Scudder SVS I Balanced Portfolio - Class A was reorganized onto the Scudder SVS II Total Return Portfolio - Class A. (7) Effective September 27, 2002, the STI Classic International Equity Fund is no longer available for new investments. If you are currently invested in the Variable Sub-account that invests in this Portfolio you may continue your investment. If, prior to September 27, 2002, you enrolled in one of our automatic transaction programs, such as automatic additions, portfolio rebalancing, or dollar cost averaging, we will continue to effect automatic transactions into the Variable Sub-Account in accordance with that program. Outside of these automatic transaction programs, additional allocations will not be allowed. (8) Effective May 1, 2004, the T. Rowe Price Mid-Cap Growth Portfolio - I is no longer available for new investments. If you are currently invested in the Variable Sub-account that invests in this Portfolio you may continue your investment. If, prior to May 1, 2004, you enrolled in one of our automatic transaction programs, such as automatic additions, portfolio rebalancing, or dollar cost averaging, we will continue to effect automatic transactions into the Variable Sub-Account in accordance with that program. Outside of these automatic transaction programs, additional allocations will not be allowed. (9) Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. (10) Effective April 8, 2005, the Strong Mid Cap Growth Fund II - Investor Class and Strong Opportunity Fund II - Investor Class were reorganized onto the Wells Fargo Advantage Discovery Fund and Wells Fargo Advantage Opportunity Fund, respectively. A brief explanation of how performance of the Sub-Accounts are calculated may be found in the Statement of Additional Information. 54 PROSPECTUS APPENDIX B - -------------------------------------------------------------------------------- ILLUSTRATION OF A MARKET VALUE ADJUSTMENT
Purchase Payment: $ 40,000.00 Guarantee Period: 5 Years Guaranteed Interest Rate: 5% Annual Effective Rate 5-year Treasury Rate at Time of Purchase Payment: 6%
The following examples illustrate how the Market Value Adjustment and the Withdrawal Charge may affect the values of a Contract upon a withdrawal. The 5% assumed Guaranteed Interest Rate is the rate required to be used in the "Summary of Expenses." In these examples, the withdrawal occurs one year after the Issue Date. The Market Value Adjustment operates in a similar manner for transfers, except that there is no free amount for transfers. No Withdrawal Charge applies to transfers. Assuming that the entire $40,000.00 Purchase Payment is allocated to the Guaranteed Maturity Fixed Account for the Guarantee Period specified above, at the end of the five-year Guarantee Period the Contract Value would be $51,051.26. After one year, when the withdrawals occur in these examples, the Contract Value would be $42,000.00. We have assumed that no prior partial withdrawals or transfers have occurred. The Market Value Adjustment and the Withdrawal Charge only apply to the portion of a withdrawal that is greater than the Free Withdrawal Amount. Accordingly, the first step is to calculate the Free Withdrawal Amount. The Free Withdrawal Amount is equal to: (a) the greater of: . earnings not previously withdrawn; or . 15% of your total Purchase Payments in the most recent seven years; plus (b) an amount equal to your total Purchase Payments made more than seven years ago, to the extent not previously withdrawn. Here, (a) equals $6,000.00, because 15% of the total Purchase Payments in the most recent seven years ($6,000.00 = 15% X $40,000.00) is greater than the earnings not previously withdrawn ($2,000.00). (b) equals $0, because all of the Purchase Payments were made less than seven years age. Accordingly, the Free Withdrawal Amount is $6,000.00. The formula that we use to determine the amount of the Market Value Adjustment is: .9 X (I - J) X N where: I = the Treasury Rate for a maturity equal to the relevant Guarantee Period for the week preceding the beginning of the Guarantee Period; J = the Treasury Rate for a maturity equal to the relevant Guarantee Period for the week preceding our receipt of your withdrawal request, death benefit request, transfer request, or annuity option request; and N = the number of whole and partial years from the date we receive your request until the end of the relevant Guarantee Period. We will base the Market Value Adjustment on the current Treasury Rate for a maturity corresponding in length to the relevant Guarantee Period. These examples also show the Withdrawal Charge (if any), which would be calculated separately from the Market Value Adjustment. EXAMPLE OF A DOWNWARD MARKET VALUE ADJUSTMENT A downward Market Value Adjustment results from a full or partial withdrawal that occurs when interest rates have increased. Assume interest rates have increased one year after the Purchase Payment, such that the five-year Treasury Rate is now 6.5%. Upon a withdrawal, the market value adjustment factor would be: .9 X (.06 - .065) X 4 = -.0180 The Market Value Adjustment is a reduction of $648.00 from the amount withdrawn: $ - 648.00 = -.0180 X ($42,000.00 - $6,000.00) A Withdrawal Charge of 7% would be assessed against the Purchase Payments withdrawn that are less than seven years old and are not eligible for free withdrawal. Under the Contract, earnings are deemed to be withdrawn before Purchase Payments. Accordingly, in this example, the amount of the Purchase Payment eligible for free withdrawal would equal the Free Withdrawal Amount less the interest credited or $4,000.00 ($6,000.00 - $2,000.00). Therefore, the Withdrawal Charge would be: $2,520.00 = 7% X (40,000.00 - $4,000.00) As a result, the net amount payable to you would be: $38,832.00 = $42,000.00 - $648.00 - $2,520.00 EXAMPLE OF AN UPWARD MARKET VALUE ADJUSTMENT An upward Market Value Adjustment results from a withdrawal that occurs when interest rates have decreased. Assume interest rates have decreased one year after the Purchase Payment, such that the five-year 55 PROSPECTUS Treasury Rate is now 5.5%. Upon a withdrawal, the market value adjustment factor would be: .9 X (.06 - .055) X 4 = .0180 The Market Value Adjustment would increase the amount withdrawn by $648.00, as follows: $648.00 = .0180 X ($42,000.00 - $6,000.00) As above, in this example, the amount of the Purchase Payment eligible for free withdrawal would equal the Free Withdrawal Amount less the interest credited or $4,000.00 ($6,000.00 - $2,000.00). Therefore, the Withdrawal Charge would be: $2,520.00 = 7% X ($40,000.00 - $4,000.00) As a result, the net amount payable to you would be: $40,128.00 = $42,000.00 + $648.00 - $2,520.00 EXAMPLE OF A PARTIAL WITHDRAWAL If you request a partial withdrawal from a Guarantee Period, we can either (1) withdraw the specified amount of Contract Value and pay you that amount as adjusted by any applicable Market Value Adjustment or (2) pay you the amount requested, and subtract an amount from your Contract Value that equals the requested amount after application of the Market Value Adjustment and Withdrawal Charge. Unless you instruct us otherwise, when you request a partial withdrawal we will assume that you wish to receive the amount requested. We will make the necessary calculations and on your request provide you with a statement showing our calculations. For example, if in the first example you wished to receive $20,000.00 as a partial withdrawal, the Market Value Adjustment and Withdrawal Charge would be calculated as follows
Let: AW = the total amount to be withdrawn from your Contract Value MVA = Market Value Adjustment WC = Withdrawal Charge AW' = amount subject to Market Value Adjustment and Withdrawal Charge Then AW - $20,000.00 = WC - MVA
: Since neither the Market Value Adjustment nor the Withdrawal Charge apply to the free withdrawal amount, we can solve directly for the amount subject to the Market Value Adjustment and the Withdrawal Charge (i.e., AW'), which equals AW - $6,000.00. Then, AW = AW' + $6,000, and AW' + $6,000.00 - $20,000.00 = WC - MVA. MVA = - .018 X AW' WC = .07 X AW' WC - MVA = .088AW' AW' - $14,000.00 = .088AW' AW' = $14,000.00 / (1 - .088) = $15,350.88 MVA = - .018 X $15,350.88 = - $276.32 WC = .07 X $15,350.88 = $1,074.56 AW = Total amount withdrawn = $15,350.88 + $6,000.00 = $21,350.88 You receive $20,000.00; the total amount subtracted from your contract is $21,350.88; the Market Value Adjustment is $276.32; and the Withdrawal Charge is $1,074.56. Your remaining Contract Value is $20,649.12. If, however, in the same example, you wished to withdraw $20,000.00 from your Contract Value and receive the adjusted amount, the calculations would be as follows: By definition, AW = total amount withdrawn from your Contract Value = $20,000.00
AW' = amount that MVA & WC are applied to = amount withdrawn in excess of Free Amount = $20,000.00 - $6,000.00 = $14,000.00 MVA = - .018 X $14,000.00 = - $252.00 WC = .07 X $14,000.00 = $980.00
You would receive $20,000.00 - $252.00 - $980.00 = $18,768.00; the total amount subtracted from your Contract Value is $20,000.00. Your remaining Contract Value would be $22,000.00. EXAMPLE OF FREE WITHDRAWAL AMOUNT Assume that in the foregoing example, after four years $8,620.25 in interest had been credited and that the Contract Value in the Fixed Account equaled $48,620.25. In this example, if no prior withdrawals have been made, you could withdraw up to $8,620.25 without incurring a Market Value Adjustment or a Withdrawal Charge. The Free Withdrawal Amount would be $8,620.25, because the interest credited ($8,620.25) is greater than 15% of the Total Purchase Payments in the most recent seven years ($40,000.00 X .15 = $6,000.00). 56 PROSPECTUS PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of issuance and Distribution. Pursuant to Item 511 of Regulation S-K, the Registrant hereby represents that the following expenses totaling approximately $ 31,000.00 will be incurred or are anticipated to be incurred in connection with the issuance and distribution of the securities to be registered: registration fees - $0.00; cost of printing and engraving - $ 25,000.00 (approximate); legal fees - $ 5,000.00 (approximate), and accounting fees - $ 1,000.00 (approximate). All amounts are estimated, for the period ending April 4, 2005, for the continuous offering of shares, but are not deducted from proceeds. Item 15. Indemnification of Directors and Officers The Articles of Incorporation of Lincoln Benefit Life Company (Depositor) provide for the indemnification of its directors and officers against expenses, judgments, fines and amounts paid in settlement as incurred by such person, so long as such person shall not have been adjudged to be liable for negligence or misconduct in the performance of a duty to the Company. This right of indemnity is not exclusive of other rights to which a director or officer may otherwise be entitled. The By-Laws of ALFS, Inc. (Distributor) provide that the corporation will indemnify a director, officer, employee or agent of the corporation to the full extent of Delaware law. In general, Delaware law provides that a corporation may indemnify a director, officer, employee or agent against expenses, judgments, fines and amounts paid in settlement if that individual acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. No indemnification shall be made for expenses, including attorney's fees, if the person shall have been judged to be liable to the corporation unless a court determines such person is entitled to such indemnity. Expenses incurred by such individual in defending any action or proceeding may be advanced by the corporation so long as the individual agrees to repay the corporation if it is later determined that he or she is not entitled to such indemnification. Under the terms of the form of Underwriting Agreement, the Depositor agrees to indemnify the Distributor for any liability that the latter may incur to a Contract owner or party-in-interest under a Contract, (a) arising out of any act or omission in the course of or in connection with rendering services under such Agreement, or (b) arising out of the purchase, retention or surrender of a Contract; provided that the Depositor will not indemnify the Distributor for any such liability that results from the latter's willful misfeasance, bad faith or grow negligence, or from the reckless disregard by the latter of its duties and obligations under the Underwriting Agreement. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the forgoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suite or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has 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. Item 16. Exhibits
Exh. No. Description 1 Principal Underwriting Agreement (1) 3(a) Articles of Incorporation (2) 3(b) Bylaws (2) 4(a) Form of Variable Annuity Contract (3) 4(b) Form of Application (3) 5 Opinion and Consent of Counsel regarding legality (4) 21 Subsidiaries of Registrant - Not Applicable 23 Consent of Independent Registered Public Accounting Firm (filed herewith) 27 Financial Data Schedule (5) 99 Experts (filed herewith) 99(a) Powers of Attorney for Lawrence W. Dahl, Douglas F. Gaer, John C. Lounds, Samuel H. Pilch, Casey J. Sylla, Michael J. Velotta, B. Eugene Wraith, (6) 99(b) Power of Attorney for Kevin R. Slawin (7) 99(c) Power of Attorney for John C. Pintozzi, Douglas B. Welch, Steven C. Verney (filed herewith)
- ------------------------------------------------- (1) Post-Effective Amendment to Form N-4 for Lincoln Benefit Life Variable Annuity Account (File No. 333-50545, 811-07924) filed January 22, 1999 (2) Registration Statement on Form S-6 for the Lincoln Benefit Life Variable Life Account (File No. 333-47717) filed March 11, 1998 (3) Registration Statement on Form N-4 for Lincoln Benefit Life Variable Annuity Account (File No. 333-50545, 811-07924) filed April 22, 1998 (4) Post-Effective Amendment to Form S-1 on Form S-3 for Lincoln Benefit Life Variable Annuity Account (File No. 333-59765) filed April 21, 2000. (5) Registrant's Form 10-K filed March 29, 2001. (6) Post-Effective Amendment to Form N-4 for Lincoln Benefit Life Variable Annuity Account (File No. 333-50545) filed April 14, 2003. (7) Post-Effective Amendment to Form N-4 for Lincoln Benefit Life Variable Annuity Account, (File No. 333-50545), filed April 19, 2004. Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the determining of any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liabilities under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted in directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES As required by the Securities Act of 1933, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lincoln and State of Nebraska on April 14, 2005. LINCOLN BENEFIT LIFE COMPANY (Registrant) By: /s/ B. Eugene Wraith --------------------------------------------------------- B. Eugene Wraith President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following directors and principal officers of Lincoln Benefit Life Company in the capacities and on April 14, 2005. Name Title - ------------------------------ -------------------------- /s/ B. Eugene Wraith Director, President and Chief Operating Officer - ------------------------------- (Principal Executive Officer) /s/ Samuel H. Pilch Group Vice President and Controller - ------------------------------ (Principal Accounting Officer) /s/ Steven C. Verney Treasurer - ----------------------------- (Principal Financial Officer) /s/ Lawrence W. Dahl Director, Executive Vice President - ---------------------------- /s/ Douglas F. Gaer Executive Vice President - ---------------------------- /s/ John C. Lounds Director - ---------------------------- /s/ Douglas B. Welch Director, Vice President - ---------------------------- /s/ John C. Pintozzi Director, Senior Vice President and - ---------------------------- Chief Financial Officer /s/ Kevin R. Slawin Director - ---------------------------- /s/ Michael J. Velotta Director, Senior Vice President, - ---------------------------- General Counsel and Secretary /s/ Casey J. Sylla Director, Chairman of the Board and - ---------------------------- Chief Executive Officer
EXHIBITS Exhibit No. Description 23 Consent of Independent Registered Public Accounting Firm 99 Experts 99(c) Powers of Attorney for John C. Pintozzi, Douglas B. Welch, and Steven C. Verney
EX-23 2 lblcon1vas3exh23.txt EXHIBIT 23 CONSENT OF AUDITORS Exhibit 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Post-Effective Amendment No. 7 to Registration Statement No. 333-59765 of Lincoln Benefit Life Variable Annuity Account (the "Account") on Form S-3 of our report dated February 24, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004), appearing in the Annual Report on Form 10-K of Lincoln Benefit Life Company for the year ended December 31, 2004, to its use in the Statement of Additional Information (which is incorporated by reference in the Prospectus of the Account), which is part of Registration Statement No. 333-50545, and to the use of our report dated March 24, 2005 on the financial statements of the sub-accounts of the Account, also appearing in such Statement of Additional Information. We also consent to the reference to us under the heading "Experts" in Exhibit 99 of Part II of this Registration Statement. /s/ Deloitte & Touche LLP Chicago, Illinois April 13, 2005 EX-99 3 lblcon1vas3exh99.txt EXHIBIT 99 EXPERTS AND POWERS OF ATTORNEY Exhibit 99 EXPERTS The financial statements and the related financial statement schedules incorporated in this Registration Statement by reference from the Lincoln Benefit Life Company Annual Report on Form 10-K for the year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004), and have been so included and incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. -----END PRIVACY-ENHANCED MESSAGE-----