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As filed with the Securities and Exchange Commission on March 25, 1996.
Registration No. 811-_______________
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
VALLEY FORGE LIFE INSURANCE COMPANY
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VARIABLE LIFE SEPARATE ACCOUNT
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(Name of Unit Investment Trust)
VALLEY FORGE LIFE INSURANCE COMPANY
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(Name of Depositor)
CNA Plaza
Chicago, Illinois 60685
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(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
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I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Valley Forge Life Insurance Company Variable Life
Separate Account (the "Separate Account")
The Separate Account has no Internal Revenue Service
Employer Identification Number.
1. (b) Furnish title of each class or series of securities issued by
the trust.
Individual Flexible Premium Variable Life Insurance
Policy (the "Policy").
2. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
Valley Forge Life Insurance Company ("Valley Forge")
CNA Plaza
Chicago, Illinois 60685
Internal Revenue Service Employer
Identification Number: 23-6200031
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3. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
Valley Forge will hold in its own custody all of the
securities of the Separate Account.
4. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
Distribution of the Policy has not commenced. When
distribution commences, the principal underwriter
will be CNA Investor Services, Inc. ("CNA/ISI").
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Internal Revenue Service Employer
Identification Number: 36-2639574
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5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Pennsylvania.
6. (a) Furnish the dates of execution and termination of any
indenture or agreement currently in effect under the terms of
which the trust was organizedand issued or proposes to issue
securities.
There is no such indenture or agreement. The Separate
Account was established by a resolution of the board
of directors of Valley Forge as a separate investment
account on October 18, 1995 under the laws of the
State of Pennsylvania and is subject to regulation by
the Department of Insurance of the State of
Pennsylvania. The Separate Account will continue in
existence until its complete liquidation and the
distribution of its assets to the persons entitled to
receive them.
(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to which
the proceeds of payments on securities issued or to be issued
by the trust are held by the custodian or trustee.
Not applicable. There is no such indenture or
agreement. Valley Forge intends to act as its own
custodian for the safekeeping of the assets of the
Separate Account.
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the name
has never been changed, so state.
The Separate Account name has never been changed.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the Separate Account ends on
December 31.
Material Litigation
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9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are
the subject, including the substance of the claims involved in such
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proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to
be contemplated by a governmental authority. Include any proceeding which,
although immaterial itself, is representative of, or one of, a group which
in the aggregate is material.
There are no pending legal proceedings commenced by,
or known to be contemplated by, a governmental
authority and no pending legal proceedings, material
with respect to prospective purchasers of the
Policies, to which the Separate Account, the
depositor, or the principal underwriter is a party to
or to which the assets of the Separate Account is
subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
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Owners
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10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policy which is to be issued is of the registered
type insofar as the Policy is personal to the owner
of the Policy ("Policy Owner"), and the records
concerning the Policy Owner are maintained by or on
behalf of Valley Forge.
(b) Whether the securities are of the cumulative or distributive
type.
The Policy is of the cumulative type, providing for
no direct distribution of income, dividends, or
capital gains. Such amounts are not separately
identifiable but are reflected in the Policy value
and death benefits under the Policy.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Prospectus
filed concurrently herewith as part of a Registration
Statement on Form S-6 under the Securities Act of
1933 (the "1933 Act"), describing flexible premium
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variable life insurance contracts (the "Prospectus"),
specifically, the sections entitled "The Policy -
Cancellation Privilege," "The Policy - Surrender
Privilege," and "The Policy Withdrawal Privilege."
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "The Policy - Transfers of Policy Values," "The
Policy - Policy Loans," "The Policy - Withdrawal
Privilege," "The Policy - Settlement Options," and
"The Policy - Death Benefit Proceeds."
(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture
or agreement with respect to lapses or defaults by security
holders in making principal payments, and with respect to
reinstatement.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6: "The
Policy - Policy Lapse and Reinstatement."
(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any
persons other than security holders given the right to
exercise voting rights pertaining to the trust's securities or
the underlying securities and the relationship of such persons
to the trust.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"Other Information about the Policies and the Company
- Voting Privileges."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by
the trust.
(3) the provisions of any indenture or agreement of the
trust.
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(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "General Information about the Company, the
Variable Account and the Funds" and "Other Policy
Benefits and Provisions-Modification of the Policy."
(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by
the trust.
(3) the provisions of any indenture or agreement of the
trust.
(4) the identity of the depositor, trustee or custodian.
See Item 10(g).
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(i) Any other principal feature of the securities issued by the
trust or any other principal right, privilege or obligation
not covered by subdivisions (a) to (g) or by any other item in
this form.
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "The Policy - Premium Payments," "The Policy -
Net Premium Allocations," "The Policy - Variable
Policy Value," "The Policy - Fixed Policy Value,"
"The Policy - Maturity Benefits," "The Policy - Death
Benefit Proceeds," "The Policy Settlement Options,"
"The Policy - Telephone Transaction Privileges," and
"Other Policy Benefits and Provisions."
Information Concerning the Securities Underlying the Trust's Securities
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11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If
the unit consists of a single security issued by an investment company,
name such investment company and furnish a description of the type of
securities comprising the portfolio of such investment company.)
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
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"General Information about the Company, the Variable
Account and the Funds - The Funds."
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have
been the underlying securities.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"General Information about the Company, the Variable
Account and the Funds - The Funds." The Separate
Account has not started operations and does not yet
invest in these Funds.
Information Concerning Loads, Fees, Charges and Expenses
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13. (a) Furnish the following information with respect to each
load, fee, expense or charge to which (1) principal payments,
(2) underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense, or
charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts
are paid and his relationship to the trust;
(D) the nature of the services performed by such
person in consideration for such load, fee,
expense or charge.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"Charges and Deductions."
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(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information
with respect to sales load and other deductions from principal
payments.
See Item 13(a).
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(c) State the amount of total deductions as a percentage of the
net amount invested for each type of security issued by the
trust. State each different sales charge available as a
percentage of the public offering price and as a percentage of
the net amount invested. List any special purchase plans or
methods established by rule or exemptive order that reflect
scheduled variations in, or elimination of, the sales load and
identify each class of individuals or transactions to which
such plans apply.
See Item 13(a).
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(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers, directors, or employees of the depositor, trustee,
custodian or principal underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by
security holders in connection with the trust or its
securities. (Assignment, reinstatement, replacing lost
certificates, etc.)
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "The Policy - Policy Loans," "Other Policy
Benefits and Provisions - Reports to Owners," and
"Other Policy Benefits and Provisions - Supplemental
Benefits and/or Riders."
See also Item 10(e).
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(f) State whether the depositor, principal underwriter, custodian
or trustee, or any affiliated person of the foregoing may
receive profits or other benefits not included in answer to
Items 13(a) or 13(d) through the sale or purchase of the
trust's securities or interests in such securities, or
underlying securities or interests in underlying securities,
and describe fully the nature and extent of such profits or
benefits.
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Neither Valley Forge, CNA/ISI, nor any of their
affiliates will receive any profits or benefits from
Policy premiums or the investments held in the
Separate Account not included in Item 13(a) above.
Valley Forge will compensate certain persons,
including Valley Forge and CNA/ISI agents, for
services rendered in connection with the distribution
and servicing of the Policies, but such compensation
will be paid from Valley Forge's general account.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial statements
filed herewith.
Not applicable.
Information Concerning the Operations of the Trust
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14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"The Policy - Purchasing a Policy."
15. Described the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "The Policy - Premium Payments" and "The Policy
- Net Premium Allocations."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "General Information about the Company, the
Variable Account and the Funds - The Variable
Account" and "General Information about the Company,
the Variable Account and the Funds - The Funds."
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17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
The procedures with respect to surrenders,
withdrawals or redemptions of security holders are
described in response to Items 10(c), 10(d), and
10(e).
(b) Furnish the names of any persons who may redeem or repurchase,
or are required to redeem or repurchase, the trust's
securities or underlying securities from security holders, and
the substance of the provisions of any indenture or agreement
pertaining thereto.
Valley Forge is required to honor and process all
surrender and withdrawal requests as described in
Item 10(c). The funds in which each Division of the
Separate Account will invest are required to redeem
shares upon Valley Forge's request in accordance with
the 1940 Act. Redeemed shares of the Funds may later
be reissued.
(c) Indicate whether repurchased or redeemed securities will be
cancelled or may be resold.
A Policy, once totally surrendered, is cancelled and
may not be resold.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds of
the trust and state the substance of the provisions of any
indenture or agreement pertaining thereto.
All income and other distributable funds of the
Separate Account are reinvested in the shares of the
funds that made the distributions and will be added
to the assets of the Separate Account.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state
the substance of the provisions of any indenture or agreement
pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the
manner of handling of same.
The Separate Account holds certain reserves for the
life insurance benefits provided by the Policies.
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(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders
during the three years covered by the financial statements
filed herewith. State for each such distribution the
aggregate amount and amount per share. If distributions from
sources other than current income have been made, identify
each such other source and indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made,
describe the nature thereof, the account charged and the
basis of determining the amount of such charge.
Not Applicable. No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"Other Policy Benefits and Provisions - Reports to
Owners."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or
the failure of the trustee or custodian to perform its
duties, obligations and functions.
Not applicable.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not Applicable. The Separate Account has no trustee.
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(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and
functions.
Not applicable.
(f) The appointment of a successor depositor and the procedure if
a successor depositor is not appointed.
Not applicable.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"The Policy - Policy Loans."
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
See paragraph (a) of this Item.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to
the depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregated amount
of loans in default at the end of the last fiscal year covered
by financial statements filed herewith.
Not Applicable.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
Not Applicable. There is no such provision or
agreement.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
A fidelity bond in the amount of ____ million
covering Valley Forge's officers and employees has
been issued by_____________________________.
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A fidelity bond in the amount of ____ million
covering CNA/ISI's officers and employees has been
issued by _____________________.
24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
None.
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
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25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
Valley Forge is a stock life insurance company
organized under the laws of the State of
Pennsylvania. Valley Forge was established in 1956
and is a wholly-owned subsidiary of Continental
Assurance Company, a stock life insurance company
organized under the laws of the State of Illinois in
1911. Continental Assurance Company is a wholly-owned
subsidiary of Continental Casualty Company, a stock
casualty insurance company organized under the laws
of the State of Illinois. All of the voting
securities of Continental Casualty are owned by CNA
Financial Corporation, a Delaware corporation.
Loews Corporation, a Delaware corporation traded on
the New York Stock Exchange, owns a majority of the
outstanding voting securities of CNA Financial
Corporation.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of
the trust during the period covered by the financial
statements filed herewith.
Not applicable.
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(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company.
Not applicable.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities therewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstances surrounding such
cessation.
Valley Forge is admitted to sell life insurance and
annuities in the District of Columbia, Puerto Rico,
Guam, and all states except New York.
Officials and Affiliated Persons of Depositor
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28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with
respect to each officer, director, or partner of the
depositor, and with respect to each natural person directly or
indirectly owning, controlling or holding with power to vote
5% or more of the outstanding voting securities of the
depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor
of the trust;
(iii) ownership of all securities of the depositor;
(iv) ownership of all securities of the trust;
(v) other companies of which each person named above is
presently an officer, director, or partner.
See Items 25 and 28(b).
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(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of
the depositor.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
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"Other Information about the Policies and the Company
- The Company Directors and Executive Officers."
Companies Owning Securities of Depositor
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29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of
the depositor: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.
See Item 25.
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Controlling Persons
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30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
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Compensation of Officers of Depositor
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31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included
under Item 31(a), stating separately the aggregate amount paid
by the depositor itself and the aggregate amount paid by all
the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable. No officer, employee, etc. affiliated
with the depositor receives additional remuneration
for services rendered with respect to the Separate
Account.
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Compensation of Directors
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32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
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Compensation to Employees
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33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees
of the depositor (exclusive of persons whose remuneration is
reported in Items 31 and 32) who received remuneration in
excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable. See Item 31.
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(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed herewith to the
following classes of persons (exclusive of those persons covered
by Item 33(a)): (1) Sales managers, branch managers, district
managers and other persons supervising the sale of registrant's
securities; (2) Salesmen, sales agents, canvassers and other
persons making solicitations but not in supervisory capacity; (3)
Administrative and clerical employees; and (4) Others (specify).
If a person is employed in more than one capacity, classify
according to predominant type of work.
Not applicable. See Item 31.
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Compensation to Other Persons
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34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose aggregate
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compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
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35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discounted, indicating by appropriate letter
the status with respect to each state.
No sales of the Policy have been made or are
currently being made. Valley Forge expects that the
Policy will be offered in all jurisdictions where it
is licensed to do business under state insurance law.
36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or
state governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was
subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
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(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to
distribute securities of the trust has been revoked by any
federal or state governmental officer, agency or regulatory
body.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6:
"Other Information about the Policies and the Company
- Sale of the Policies."
(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to the inception and termination
dates of the agreement, any renewal and termination
provisions, and any assignment provisions.
Principal Underwriting Agreement. Incorporated herein
by reference to the Registration Statement on
Form S-6.
(c) State the substance of any current agreements or arrangements
of each principal underwriter with dealers, agents, salesman,
etc. with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If
the trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof. In
lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
A Form of Selling Agreement and a Form of Agent's
Agreement will be filed as pre-effective amendments
to the Registration Statement on Form S-6. They are
incorporated herein by reference.
Information Concerning Principal Underwriter
- --------------------------------------------
39. (a) State the form of organization of each principal underwriter
of securities of the trust, the name of the state or other
sovereign power under the laws of which each underwriter was
organized and the date of organization.
CNA/ISI acts as principal underwriter of the
Policies. CNA/ISI was incorporated under the laws of
Illinois in 1966 and is an affiliate of the
-------- ----
Company.
- 18 -
<PAGE>
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National
Association of Securities Dealers, Inc.
No Policies are currently being distributed. CNA/ISI
is a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the
sale of securities of the trust and any other functions in
connection therewith exercised by such underwriter in such
capacity or otherwise during the period covered by the
financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or
any participation in fees received by each principal
underwriter from any underlying investment company or any
affiliated person or investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in
consideration for such fee or participation.
(4) The aggregate amount received during the last
fiscal year covered by the financial statements
filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by
each principal underwriter, including a statement as to any
business other than the distribution of securities of the
trust. If a principal underwriter acts or has acted in any
capacity with respect to any investment company or companies
other than the trust, state the name or names of such company
or companies, their relationship, if any, to the trust
and the nature of such activities. If a principal underwriter
has ceased to act in such named capacity, state the date of
and the circumstances surrounding such cessation.
See Item 38(a).
---
- 19 -
<PAGE>
(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling
securities of the trust and furnish the name and residence
address of the person in charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust
were distributed for the last fiscal year of the trust covered
by the financial statements filed herewith and furnish the
aggregate amount of compensation received by such salesmen in
such year.
Not applicable. Securities of the Separate Account
have not yet been distributed by the principal
underwriter or any of its representatives.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter: (a) name and principal business address;
(b) position with principal underwriter; (c) ownership of securities of
the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
- ------------------------------------------------------------------
44. (a) Furnish the following information with respect to the
method of valuation used by the trust for purposes of
determining the offering price to the public of securities
issued by the trust or the valuation of shares or interests in
the underlying securities acquired by the holder of a periodic
payment plan certificate:
(1) The source of quotations used to determine the
value of portfolio securities.
(2) Whether opening, closing, bid, asked or any other
price is used.
- 20 -
<PAGE>
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net asset value
in computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation
(load); and
(ii) after adding distributor's compensation
(load).
Incorporated herein by reference to the following
sections of the Prospectus filed concurrently
herewith as part of a Registration Statement on Form
S-6: "The Policy - Premium Payments," "The Policy -
Net Premium Allocations," and "The Policy - Variable
Policy Value."
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation
and indicate the person or classes of persons to whom such
offering is made.
There will not be any variation in offering price.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
- -----------------------------------------------
46. (a) Furnish the following information with respect to the method
of determining the redemption or withdrawal valuation of
securities issued by the trust:
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<PAGE>
(1) The source of quotations used to determine the value of
portfolio securities.
See Item 44(a).
---
(2) Whether opening, closing, bid, asked or any other price is
used.
See Item 44(a).
---
(3) Whether price is as of the day of sale or as of any other
time.
As of the day a request for surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
See Items 13(a), 13(e), 18(c), and 44(a).
---
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities:
See Items 10(c) and 13(e).
---
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as
at latest practicable date.
Not applicable.
Purchase and Sale of Interests in Underlying Securities from and to Security
- ----------------------------------------------------------------------------
Owners
- ------
47. Furnish a statement as to the procedure with respect
to the maintenance of a position in the underlying
securities or interests in the underlying securities, the
extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with
respect to the purchase of underlying securities or
interests in underlying securities from security holders who
exercise redemption or withdrawal rights and the sale of
such underlying securities and interests in the underlying
securities to other security holders. State whether the
method of valuation of such underlying securities or
interests in underlying securities differs from that set
forth in Items 44 and 46. If any item of expenditure
- 22 -
<PAGE>
included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of
such item and who may benefit from the transaction.
Valley Forge will maintain a position in the shares of each
funds by purchasing such shares at net asset value in
connection with the net premiums allocated to the Separate
Account in accordance with instructions from its Policy Owners.
Valley Forge will redeem fund shares at net asset value to meet
Policy obligations.
See also Item 16.
--- ----
V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
Valley Forge acts as custodian and holds the assets
the Separate Account. The assets are kept physically
segregated and held separate and apart from Valley
Forge's general account. Valley Forge maintains records
of all purchases and redemptions of shares of the Funds.
Valley Forge is subject to regulation by the Department
of Insurance of the State of Pennsylvania. Valley Forge
is also subject to the insurance laws and regulations of
all jurisdictions where it does business.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable.
- 23 -
<PAGE>
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
The Separate Account is currently divided into a
number of Subaccounts. Each Subaccount invests
exclusively in shares of a single underlying Fund.
Both realized and unrealized gains or losses and
income from the assets of each Subaccount of the
Separate Account are credited to or charged against
that Subaccount without regard to income, gains, or
losses from any other Subaccount of the Separate
Account or from any other business Valley Forge may
conduct.
Obligations to Policy Owners and Beneficiaries that
arise under the Policy are obligations of Valley
Forge. Valley Forge owns the assets of the Separate
Account. Those assets will only be used to support
variable life insurance contracts and for any other
purposes permitted by applicable laws and
regulations. The portion of the assets of the
Separate Account equal to the reserves and other
contract liabilities with respect to the Separate
Account will not be charged with liabilities that
arise from any other business Valley Forge may
conduct. Valley Forge may, however, transfer from the
Separate Account to its general account assets that
exceed the reserves and other contract liabilities in
respect of the Separate Account.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities.*
(a) The name and address of the insurance company.
The name and address of Valley Forge are set forth in
Item 2.
(b) The types of policies and whether individual or group policies.
- ------------------------------------
*The Policies are themselves the securities being issued in this case
and the response to the questions set forth herein refer to the
insurance that is provided by the "security" that is being registered.
- 24 -
<PAGE>
The Policy is a flexible premium variable life insurance
contract, which is issued on an individual basis. (c) The types
of risks insured and excluded.
The death benefit and its settlement options are the
only insurance benefits provided by the Policies
exclusive of additional benefit riders. Valley Forge
assumes the risk that insureds covered by the
Policies may die before anticipated and that the
charge for the mortality risk may prove insufficient.
Valley Forge also assumes the risk that deductions
for expenses may be inadequate. Valley Forge also
assumes a risk by guaranteeing that, no matter how
unfavorable investment experience may be, the Policy
will not Lapse during the first five Policy Years if
the aggregate premium payments made less the amount
of any withdrawals or loans exceeds the Minimum
Monthly Premium Payment multiplied by the number of
complete months since the Policy became effective.
(d) The coverage of the policies.
See paragraph (c) of this item.
(e) The Beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipient of a Policy's death proceeds will be
the designated beneficiaries or the estate of the
policy owner. There are no restrictions on the use of
proceeds.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c)
are integral parts of the Policy and may not be
terminated while a Policy remains in effect.
See also Items 10(c), (d), and (e).
--- ----
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See Items 13(a) and 13(e) for information about the
---
amount and method of assessing the charges for the
insurance undertakings described in Item 51(c). See
---
Items 10(c), 10(i), and 44(a) for the manner in which
the Policy premium is determined.
- 25 -
<PAGE>
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives
any part of such premiums, the name of each such person and
the amounts involved, and the nature of the services rendered
therefor.
No person other than Valley Forge is authorized to
receive the Policy Premiums.
Valley Forge may from time to time, enter into
reinsurance treaties with other insurers whereby such
insurers may agree to reimburse Valley Forge for
mortality costs and certain expenses. However, any
such arrangements or contracts do not affect the
Policies or the benefits paid thereunder.
(j) The substance of any other material provisions of any
indenture or agreement of the trust relating to insurance.
Not Applicable.
VII.
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any
indenture or agreement with respect to the conditions upon
which and the method of selection by which particular
portfolio securities must or may be eliminated from assets
of the trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to
be employed in connection with such selection, elimination
or substitution, state the name of such person, the nature
of any affiliation to the depositor, trustee or custodian,
and any principal underwriter, and the amount of
remuneration to be received for such services. If any
particular person is not designated in the indenture or
agreement, describe briefly the method of selection of such
person.
See Items 10(g) and 10(h) as regards Valley Forge's
---
right to substitute any other investment for shares
of any Fund presently offered to the Separate
Account.
- 26 -
<PAGE>
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith.
Not applicable.
(c) Describe the policy of the trust with respect to the
substitution and elimination of the underlying securities of
the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of
investment in a particular industry or group of industries
or would conform to a policy of concentration of
investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities
of another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
See Items 10(g) and 10(h).
---
(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which
is deemed a matter of fundamental policy and which is elected
to be treated as such.
None.
Regulated Investment Company
- ----------------------------
53. (a) State the taxable status of the trust.
Incorporated herein by reference to the following
section of the Prospectus filed concurrently herewith
as part of a Registration Statement on Form S-6: "Tax
Considerations."
(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of
the Internal Revenue Code of 1954, and state its present
- 27 -
<PAGE>
intention with respect to such qualifications during the
current taxable year.
Not applicable. See Item 53(a).
---
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series
of its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate of
the type currently being sold assuming that such certificate had been
sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during such period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being
issued by the trust.
Not applicable.
- 28 -
<PAGE>
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
type of periodic payment plan certificate currently being issued by the
trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date.
Not applicable.
59. Financial Statements:
Financial Statements of the Trust
---------------------------------
The Trust has not yet commenced operations and,
therefore, financial statements are not available at
this time.
Financial Statements of the Depositor
-------------------------------------
The financial statements of Valley Forge Life
Insurance Company will be provided in the
Registration Statement on Form S-6 by a pre-effective
amendment. They are incorporated herein by reference.
IX.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust
was organized or issued securities.
Incorporated by reference to the Registrant's
registration statement for the Policies on Form S-6.
- 29 -
<PAGE>
(2) The indenture or agreement pursuant to which the proceeds of
payments of securities are held by the custodian or trustee,
if such indenture or agreement is not the same as the
indenture or agreement referred to in paragraph (1).
Not applicable.
(3) Distributing contracts:
(a) Agreements between the Trust and principal
underwriter or between the depositor and principal
underwriter.
(b) Specimen of typical agreements between principal
underwriter and dealers, managers, sales supervisors
and salesmen.
(c) Schedules of sales commissions.
Incorporated by reference to the Registrant's
registration statement for the Policies on Form S-6.
(4) Any agreement between the depositor, principal underwriter and
the custodian or trustee other than indentures or agreement
set forth in paragraphs (1), (2) and (3) with respect to the
trust or its securities.
Not applicable.
(5) The form of each type of security.
Incorporated by reference to the Registrant's
registration statement for the Policies on Form S-6.
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
Incorporated by reference to the Registrant's
registration statement for the Policies on Form S-6.
(7) Any insurance policy under a contract between the trust and
the insurance company or between the depositor and the
insurance company, together with the table of insurance
premiums.
Not applicable.
- 30 -
<PAGE>
(8) Any agreement between the trust or the depositor concerning
the trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
Not applicable.
(9) All other material contracts not entered into in the ordinary
course of business of the trust or of the depositor concerning
the trust.
Incorporated by reference to the Registrant's
registration statement for the Policies on Form S-6.
(10) Form of application for a periodic payment plan certificate.
Incorporated by reference to the Registrant's
registration statement for the Policies on Form S-6.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of
the Act prior to the date of the filing of this form.
Not applicable.
(2) Each annual report sent to security holders covering each
fiscal year ending after January 1, 1937, exclusive of
reports, copies of which have heretofore been filed with the
Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the trust,
distributed securities of the trust during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
- 31 -
<PAGE>
Pursuant to the requirements of the Investment Company Act of
1940, the Depositor of the Registrant has caused this Registration Statement to
be duly signed on behalf of the Registrant in the City of Chicago, and the State
of Illinois on the 25th day of March, 1996.
[Seal]
Valley Forge Life Insurance Company Separate Account
----------------------------------------------------
By: VALLEY FORGE LIFE INSURANCE COMPANY
-----------------------------------
(Name of depositor)
By: S/ PETER E. JOKIEL
------------------------------------------
Typed Name: Peter E. Jokiel
----------------------------------
Attest: S/ MARY A. RIBIKAWSKIS
----------------------------------------
Mary A. Ribikawskis
- 32 -
