SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM N-8B-2
____________________
File No. 811-_____
____________________
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
___________________________________
Separate Account VL of First Variable Life Insurance Co.
(Name of Unit Investment Trust)
_____________________________________________________
________ Not the issuer of periodic payment plan certificates.
X Issuer of periodic payment plan certificates.
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<PAGE>
I
ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Separate Account VL of First Variable Life Insurance Co.
(the "Separate Account"). There is no Internal Revenue
Service Employer Identification Number for the Separate
Account.
(b) Furnish title of each class or series of securities issued by
the trust.
Units of interests in the Separate Account providing
benefits under individual variable life insurance
contracts (the "Contracts") issued by First Variable Life
Insurance Company. The Separate Account currently has 9
subaccounts:
High Income Bond, Multiple Strategies, Common Stock,
U.S. Government Bond, Tilt Utility, World Equity,
Growth & Income, Small Cap and Prime Money Fund
Contract owners may acquire interests in one or more of
these subaccounts.
The Separate Account in turn invests in selected Portfolios
of two mutual funds: Variable Investors Series Trust
("VIST") and Federated Insurance Series ("FIS").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
First Variable Life Insurance Company
10 Post Office Square
Boston, Massachusetts 02109
Internal Revenue Service Employer Identification Number:
71-6062723
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.
The Company serves as the custodian of the assets of the
Variable Account.
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter which will distribute securities of the trust.
First Variable Capital Services, Inc.
10 Post Office Square
Boston, MA 02109
Internal Revenue Service Employer Identification Number:
04-3126879
First Variable Capital Services, Inc. intends to act as a
distributor of securities of the trust, and intends to do so
in the future.
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Arkansas
6. (a) Furnish the dates of execution and any indenture or agreement
currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
The Separate Account was established pursuant to a
resolution of the Executive Committee of the Board of
Directors of Variable Life adopted on March 6, 1987. The
Separate Account will continue in existence until its
complete liquidation and distribution of its assets to the
persons entitled to receive them; or until such time as
the Separate Account's existence as a separate entity may
terminate pursuant to any merger, consolidation or similar
reorganization.
(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, for the reason set forth under Item 3,
which is incorporated herein by reference.
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 has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
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 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 is
the aggregate is material.
None. The Separate Account filed its S-6 Registration Statement
contemporaneously with this Form N-8B-2.
II
GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights
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of Holders
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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.
Registered, insofar as the Contracts are owned by the person
named in the Contract as the Contract owner, and records are
kept by First Variable concerning the Contract owner.
(b) Whether the securities are of the cumulative or distributive
type.
Cumulative, insofar as earnings in the Separate Account are
reflected in Contract benefits and are not distributed.
(c) The rights of security holders with respect to withdrawal or
redemption.
See "WITHDRAWAL CHARGES", "DETERMINATION OF ACCOUNT VALUE"
and "SURRENDERS AND PARTIAL WITHDRAWALS", under "CONTRACT
VALUES AND BENEFITS" in the Prospectus for the Separate
Account in Exhibit D, incorporated herein by reference.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
See "GENERAL REQUIREMENTS", "TRANSFERS AMONG CONTRACT
OPTIONS", "AUTOMATIC TRANSFERS OF SMALL ACCOUNTS" and
"RESTRICTIONS ON TRANSFERS" under "CONTRACT OPTIONS", and
"SUSPENSION OF PAYMENTS AND TRANSFERS" under "OTHER
PROVISIONS OF THE CONTRACT" in the Prospectus for the
Separate Account in Exhibit D, incorporated herein by
reference.
(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.
See "LAPSE AND REINSTATEMENT" under "CONTRACT VALUES AND
BENEFITS", "PREMIUMS" and "ALLOCATION OF PREMIUMS" under
"THE CONTRACT" in the Prospectus for the Separate Account
in Exhibit D, incorporated herein by reference.
(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.
See "VOTING RIGHTS" under "OTHER PROVISIONS OF THE
CONTRACT" in the Prospectus for the Separate Account in
Exhibit D, incorporated herein by reference.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
See "CHANGES IN CONTRACT OPTIONS" under "CONTRACT OPTIONS"
in the Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference. Except to the extent
described in the Prospectus, no change in the terms and
conditions of the Contracts can be made without notice to
and/or the consent of Contract owners.
(2) the terms and conditions of the securities issued by the
trust.
See (g)(1), above, which is incorporated herein by
reference.
(3) the provisions of any indenture or agreement of the trust.
See (g)(1), above, which is incorporated herein by
reference.
(4) the identity of the depositor, trustee or custodian.
A change in the identity of First Variable, the depositor,
would be prohibited by Arkansas insurance law except
by operation of law upon a merger or similar
reorganization of First Variable or upon assumption of the
Contracts by another insurance company, both of which
changes are subject to state insurance department
approval. In all events, Contract owners would be given
notice of such an assumption; to the extent required by
applicable law.
(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.
See (g)(1), above, which is incorporated herein by
reference.
(2) the terms and conditions of the securities issued by the
trust.
See (g)(1), above, which is incorporated herein by
reference.
(3) the provisions of any indenture or agreement of the trust.
See (g)(1), above, which is incorporated herein by
reference.
(4) the identity of the depositor, trustee or custodian.
See (g)(4), above, which is incorporated herein by
reference.
(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.
See "MIXED AND SHARED FUNDING" under "CONTRACT OPTIONS",
"CONTRACT VALUES AND BENEFITS" and "OTHER PROVISIONS OF THE
CONTRACT" in the Prospectus for the Separate Account in Exhibit
D, incorporated herein by reference.
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.
The Contract owner is not the owner of the securities held
in the Separate Account, although the value of those
securities is used to calculate Contract benefits. The
shares of the Funds, described in Item 12, which is
incorporated herein by reference, are owned by First
Variable and held in the Separate Account pursuant to
Massachusetts insurance law, which governs the operation
of separate accounts of Massachusetts insurance companies.
The Funds are registered, open-end diversified management
investment companies organized as "series" companies
within the meaning of Section 18(f)(2) of the Investment
Company Act of 1940.
If the trust owns or will own any securities of its regular
brokers or dealers as defined in Rule 10b-1 under the Investment
Company Act of 1940, or their parents, identify those brokers or
dealers and state the value of the registrant's aggregate
holdings of the securities of each subject issuer as of the
close of the registrant's most recent fiscal year.
The Separate Account will own only shares of 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.
Item 1(b) is incorporated herein by reference.
(b) Name and principal business address of depositor.
Item 2 is incorporated herein by reference.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Item 4 is incorporated herein by reference.
(e) The period during which the securities of such company have been
the underlying securities.
Since the Separate Account's inception, although no shares
of the Funds have yet been issued to the Separate Account.
Information Concerning Loads, Fees, Charges and Expenses
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.
(1) With respect to principal payments and sub-paragraphs
(A) through (D) of this sub-item see "HIGHLIGHTS" and
"CHARGES AND EXPENSES" and "THE CONTRACT" in the
Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
(2) With respect to underlying securities the following
information is responsive to sub-paragraphs (A)
through (D) of this item.
The Prospectuses for the Funds made available to Registrant disclose the
following expenses:
Federated Insurance Series' Portfolio is FIS Prime Money Fund.
Pursuant to an Investment Advisory contract with the Trust, investment
decisions for the Fund are made by Federated Advisors, the Fund's
Investment Adviser, subject to discretion by the Trustees. The Adviser
receives an annual investment advisory fee equal to .50 of 1% of the Fund's
average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse the fund for certain operating expenses.
The Adviser can terminate this voluntary waiver and reimbursement of
expenses at any time at its sole discretion.
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services necessary to
operate the Fund at an annual rate which relates to the average aggregate
daily net assets of all funds advised by subsidiaries of Federated
Investors as specified below:
MAXIMUM FEE AVERAGE AGGREGATE DAILY NET ASSETS
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0.15 OF 1% on the first $250 million
0.125 OF 1% on the next $250 million
0.10 OF 1% on the next $250 million
0.075 OF 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall be at
least $125,000 per portfolio and $30,000 per each additional class of
shares. Federated Administrative Services may choose voluntarily to waive
a portion of its fee.
Variable Investors Series Trust has nine Portfolios, eight of which
will be available under the Contract. The Fund's Investment Adviser is First
Variable Advisory Services Corporation. As full compensation for its services
under the Investment Advisory Agreement, the Trust pays Adviser a monthly fee
at the annual rates shown in the table below based upon the average daily net
assets of each Portfolio.
PORTFOLIO ADVISORY FEE
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VIST U.S. Government Bond .60% of the first $200 million
.50% of the average net assets over
and above $200 million
VIST High Income Bond .70% of the first $40 million
.65% of the next $20 million
.55% of the next $15 million
.50% of the average net assets over
and above $75 million
VIST Common Stock .70% of the average net assets
VIST Multiple Strategies .70% of the average net assets
VIST Tilt Utility .65% of the first $100 million
.55% of the average net assets over
and above $100 million
VIST World Equity .70% of the first $200 million
.625% of the next $300 million
.50% of the average net assets in
excess of $500 million
VIST Growth & Income .75% of the average net assets
VIST Small Cap .85% of the average net assets
The Adviser and First Variable Life have agreed that they will, if
necessary, pay the expenses of each Portfolio of the Trust until April 1,
1997, to the extent that the expenses of a Portfolio, other than Adviser's
compensation, exceed the annual rate of 0.50% of a Portfolio's average net
assets (0.25% in the case of the U.S.
Government Bond Portfolio).
(3) Not applicable. With respect to distributions and
subparagraphs (A) through (D) of this sub-item, the
response to Item 13(a)(1) is incorporated herein by
reference.
(4) With respect to cumulated or reinvested distributions
or income and sub-paragraphs (A) through (D) of this
sub-item, the response to Item 13(a)(1) is
incorporated herein by reference.
(5) With respect to redeemed or liquidated assets of the
trust's securities and sub-paragraphs (A) through (D)
of this sub-item, the response to Item 13(a)(1) is
incorporated herein by reference.
(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.
Not applicable. The Contracts are life insurance
policies and do not operate as the usual periodic
payment plan. But see the provisions of the
Prospectus for the Separate Account in Exhibit D
mentioned in the answer to Item 13(a), above,
particularly under "CHARGES AND EXPENSES"
incorporated herein by reference.
(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.
See (a) and (b) above, which are incorporated herein
by reference. The Prospectus for the Separate
Account, incorporated by reference to Exhibit D,
makes provision for reduced sales charges for certain
eligible purchasers in accordance with criteria set
forth in the Prospectus for the Separate Account.
See "ELIMINATION AND REDUCTION OF CHARGES AND
EXPENSES" under "CHARGES AND EXPENSES" in the
Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
(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.
For a description of the different insurance rate
classes, see "CHARGES AND EXPENSES" and "THE
CONTRACT" in the Prospectus for the Separate Account,
incorporated herein by reference from Exhibit D.
(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.
None.
(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 Item 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.
None.
(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, because no Contracts have yet been
sold.
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.
See "APPLICATION AND ISSUANCE OF A CONTRACT", "FREE LOOK RIGHT"
and "DELAYED INVESTMENT START DATE" under "THE CONTRACT" in the
Prospectus for the Separate Account in Exhibit D, incorporated
herein by reference.
15. Describe 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.
Premium payments for Contracts must be made by check or money
order. The initial premium may be given with the application to
the selling insurance agent who must promptly forward such
payment to the appropriate premium payment office; thereafter
all premiums paid by Contract owners are sent directly to First
Variable's Home Office. See "PREMIUMS" under "THE CONTRACT" in
the Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference. Also see Item 14, which is
incorporated herein by reference.
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.
Amounts invested in the Separate Account are promptly invested
in shares of the Funds. See "PREMIUMS" and "ALLOCATION OF
PREMIUMS" under "THE CONTRACT" and "DETERMINATION OF ACCOUNT
VALUE" under "CONTRACT VALUES AND BENEFITS" in the Prospectus
for the Separate Account in Exhibit D, incorporated herein by
reference.
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
The rights of withdrawal or redemption are referred to in
Items 10(c) and 10(d) above, which are incorporated herein
by reference. The procedure for exercising these rights
is set forth in "SURRENDERS" and "PARTIAL WITHDRAWALS"
"PAYMENT OF PROCEEDS" under "CONTRACT VALUES AND BENEFITS"
in the Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
(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.
See Items 10(c), (d), and (e) and 17(a), which are
incorporated herein by reference.
(c) Indicate whether repurchased or redeemed securities will be
cancelled or may be resold.
Not applicable. Separate Account assets are used to
support benefits and amounts payable under a Contract and
there is no limit on the amount of Separate Account
interests that may be sold.
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.
See "THE CONTRACT", "CHARGES AND EXPENSES" and "TAXATION
OF THE COMPANY AND THE SEPARATE ACCOUNT" under "FEDERAL
TAX STATUS", and "DETERMINATION OF ACCOUNT VALUE" under
"CONTRACT VALUES AND BENEFITS" in the Prospectus for the
Separate Account in Exhibit D, incorporated herein by
reference.
(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.
Pursuant to state insurance law requirements, First
Variable maintains reserves to cover its obligations under
the Contracts. The assets in the Separate Account
attributable to Contracts constitute a part of these
reserves. Although these reserves support the Contracts,
Contract owners have no ownership interest therein and
any excess reserves will be for the benefit of First
Variable and not for Contract owners. The General Account
of First Variable, including the proceeds of the cost of
insurance charge described in Item 13(a), which is
incorporated herein by reference, is available to satisfy
First Variable's obligations under the Policies.
Also see "THE SEPARATE ACCOUNT", "CONTRACT OPTIONS", and
"THE CONTRACT" in the Prospectus for the Separate Account
in Exhibit D, incorporated herein by reference.
(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, because no Contracts have yet been sold.
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.
First Variable maintains appropriate records and accounts for
its Contract owners and accounting, financial records and
accounts for the Separate Account. See "ADVERTISING PRACTICES",
"REPORTS AND RECORDS" under "OTHER PROVISIONS OF THE CONTRACT"
in the Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
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.
(b) The extension or termination of such indenture or agreement.
(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.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
As to (a) through (f), to the extent applicable to the
Policies, Items 10(g) and 10(h) are incorporated herein by
reference.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
See "THE CONTRACT" and "PREFERRED AND NON-PREFERRED LOANS"
under "CONTRACT VALUES AND BENEFITS" in the Prospectus for
the Separate Account in Exhibit D, incorporated herein by
reference.
(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. The following items should
be covered.
(1) The name of each person who makes such agreements or
arrangements with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or arrangement.
As to (1) through (5), Item 21(a) is incorporated
herein by reference.
(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 aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable, because no Contracts have yet been sold.
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.
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.
Not applicable.
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.
See "THE COMPANY" in the Prospectus for the Separate
Account in Exhibit D, incorporated herein by reference.
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: [Chart omitted]
Not applicable, because no Contracts have yet been sold.
(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:
(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, because no Contracts have yet been
sold.
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.
See "THE COMPANY" in the Prospectus for the Separate Account in
Exhibit D, incorporated herein by reference.
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. [Chart omitted].
All of the voting securities of the depositor (First
Variable) are owned indirectly by Irish Life plc ("Irish
Life")
None of the officers and directors of the depositor owns
Contracts.
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the
depositor.
See "MANAGEMENT OF THE COMPANY" in the Prospectus for the
Separate Account in Exhibit D, incorporated herein by
reference.
Companies Owning Securities of Depositor
- ----------------------------------------
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls
or holds with power to vote 5% or more of the outstanding voting
securities of the depositor. [Chart omitted].
First Variable is a wholly-owned subsidiary of Irish Life of
North America, Inc. ("ILoNA") which in turn is beneficially
owned by Irish Life plc ("Irish Life"). ILoNA also owns
Interstate Assurance Company ("Interstate") of Des Moines, IA.
Also see Item 27, incorporated herein by reference.
Controlling Persons
- -------------------
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. [Chart
omitted].
Item 29 is incorporated herein by reference.
Compensation of Officers and Directors of Depositor, Compensation of
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Officers of Depositor
- ---------------------
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: [Chart omitted].
(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.
In response to (a), (b) and (c), not applicable. No
person affiliated with the depositor receives additional
remuneration for services rendered with respect to the
Separate Account.
Compensation of Directors
- -------------------------
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: [Chart omitted].
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
With respect to (a) and (b), see Item 31, which is
incorporated herein by reference.
Compensation to Employees
- -------------------------
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
statement filed herewith from the depositor and any of its
subsidiaries. [Chart omitted].
Not applicable, because the Separate Account has not yet
commenced operations. See also Item 31, which is
incorporated herein by reference.
(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. [Chart Omitted].
Not applicable, because the Separate Account has not yet
commenced operations. See also Item 31, which is
incorporated herein by reference.
Compensation to Other Persons
- -----------------------------
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 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. [Chart omitted].
Not applicable, because the Separate Account has not yet
commenced operations.
IV
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
- --------------------------
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 discontinued, indicating by appropriate
letter the status with respect to each state.
No sales of the Contract have as yet been made. First Variable
expects to sell the Contracts in all fifty states, the District
of Columbia and the U.S. Virgin Islands, where it is authorized
to conduct business. See "STATE REGULATION" under "LEGAL
MATTERS" in the Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
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.
Item 35 is incorporated herein by reference.
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 the reason given for denial.
In response to (1) through (3), none.
(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.
(1) Name of officer, agency or body
(2) Date of revocation
(3) Brief statement of the reason given for revocation.
In response to (1) through (3), none.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
First Variable's variable life insurance Contracts are
sold by appropriately licensed life insurance agents of
First Variable. See "DISTRIBUTION AND OTHER AGREEMENTS"
and "THE COMPANY" in the Prospectus for the Separate
Account in Exhibit D, incorporated herein by reference.
(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.
See Item 38(a), which is incorporated herein by reference.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, 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).
Such agreements or arrangements pertain to the sales of
First Variable's insurance products generally. See Item
38(a) which is incorporated herein by reference. A
schedule of commissions is filed as Exhibit A(3)(c),
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.
See "THE COMPANY" in the Prospectus for the Separate
Account in Exhibit D, incorporated herein by reference.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association
of Securities Dealers, Inc.
First Variable Capital Services, Inc. ("FVCS"), a wholly
owned subsidiary of the Company, is registered with the
SEC under the Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. ("NASD").
The Contract is offered on a continuous basis through FVCS
and broker/dealers who are members 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. [Chart omitted].
Not applicable, because no Contracts have yet been sold.
(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.
As to (1) through (4), the Separate Account has not
yet commenced operations. Also, see Item 13(a),
which is incorporated herein by reference.
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 "THE COMPANY" in the Prospectus for the Separate
Account in Exhibit D, incorporated herein by reference.
(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, because no Contracts have yet been sold.
(c) Furnish the number of individual salesmen or 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, because no Contracts have yet been sold.
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: [Chart omitted].
Not applicable, because no Contracts are currently being
distributed. See also Item 28, which is incorporated herein by
reference.
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, because no Contracts are currently being
distributed.
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purpose 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.
Fund shares are valued at net asset value, as
supplied to First Variable by the Funds.
(2) Whether opening, closing, bid, asked or any other price is
used.
Not applicable.
(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: [Chart
omitted].
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
As to (3) through (6), the premiums for First
Variable's Contracts take actuarial considerations
into account. Premiums reflect the age, sex and risk
class of the insured, and the amount of insurance
coverage purchased. With respect to
the valuation of Separate Account interests see
"DETERMINATION OF ACCOUNT VALUE" in the Prospectus
for the Separate Account in Exhibit D, incorporated
herein by reference.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
following form:
(Note: If registrant is an issuer of periodic payment plan
certificates, furnish, in lieu of such schedule an
appropriate, comparable schedule showing the acquisition
price of the holders' interest in the underlying
securities.)
1. Value of portfolio securities
2. Value of other assets
3. Total (1 plus 2)
4. Liabilities (include accrued expenses and taxes)
5. Value of net assets (3 minus 4)
6. Other charges
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 plus 6(i))
8. Number of units outstanding
9. Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by B)
(b) including other charges (7 divided by B)
10. Adjustment of 9(b) for fractions
11. Adjusted net asset value per unit
12. Offering price (show four decimals) (If any sales load is
charged, indicate amount, and apply percentage load to 11
or other applicable base, indicating base.)
13. Adjustment of 12 for fractions
14. Offering price
15. Accumulated undistributed income per unit (if not included
in 3 and 9)
16. Adjusted price (14 plus 15)
17. Effective load per unit
(a) In dollars (16 - [9(a) + 15]
(b) In percentage (17(a) of [9(a) + 15]) (If no sales load is
charged on underlying security add accumulated undistributed
income per unit to sub-item 11, to show adjusted offering price.
If any sub-items are inapplicable, answer "none.")
To the extent this paragraph (b) is applicable to the
Policies, see (a) above, which is incorporated herein by
reference.
(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.
See Item 44(a) and Items 13(c) and (d) which are
incorporated herein by reference. The premium paid for
each Contract depends on factors such as the sex, attained
age, and risk class of the insured and the amount of
insurance coverage purchased.
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:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
There has been no such suspension.
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:
(1) The source of quotations used to determine the value of
portfolio securities.
Item 44(a)(1) is incorporated herein by reference.
(2) Whether opening, closing, bid, asked or any other price is
used.
Not applicable.
(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 deducts from the net asset
value in computing redemption value of its securities.
[Chart omitted].
(6) Whether adjustments are made for fractions.
As to (3) through (6), the factors used to determine
the redemption or withdrawal valuation of securities
of the Policies are not the usual factors used for
securities. But see the provisions of the Prospectus
mentioned in Item 44(a), which are incorporated
herein by reference. See also "SURRENDERS AND
PARTIAL WITHDRAWALS" under "CONTRACT VALUES AND
BENEFITS" in the Prospectus for the Separate Account
in Exhibit D, incorporated herein by reference.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at
the latest practicable date. Such schedule shall be in
substantially the following form:
1. Value of portfolio securities
2. Value of other assets
3. Total (1 plus 2)
4. Liabilities (include accrued expenses and taxes)
5. Value of net assets (3 minus 4)
6. Other charges
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 minus 6(i))
8. Number of units outstanding
9. Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
10. Adjustment of 9(b) for fractions
11. Adjusted net asset value per unit
12. Redemption charge
13. Adjusted redemption price
14. Accumulated undistributed income per unit (if not included
in 3 and 9)
15. Actual redemption price (13 plus 14)
16. Effective redemption fee per unit
(a) in dollars ((9(a) + 14) - 15)
(b) in percentage (16(a) of (9(l) + 14)) (If any
sub-items are inapplicable, answer "none".)
To the extent that this paragraph is
applicable, see the answers to Items 44(a) and
46(a), which are incorporated herein by
reference.
Purchase and Sale of Interests in Underlying Securities from and to Security
Holders
- ---------------------------------------------------------------------------
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 the 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.
None. There is no procedure for the purchase of underlying
securities or interests therein from Contract owners who
exercise surrender rights.
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 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.
Not applicable.
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.
Not applicable. The Separate Account does not have a
trustee or custodian.
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.
The answer to Item 48 is incorporated herein by reference.
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.
Not applicable.
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.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
(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.
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
As to (a) through (j), the "securities" issued by the
trust are interests in the Separate Account pursuant to
the Contracts and the full particulars of the material
insurance-related provisions of the Contracts are
described in "CONTRACT VALUES AND BENEFITS" in the
Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
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 "CHANGES IN CONTRACT OPTIONS" under "CONTRACT OPTIONS"
in the Prospectus for the Separate Account in Exhibit D,
incorporated herein by reference.
(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:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated
security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated person of the foregoing were
involved in the transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
As to (1) through (7), none.
(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.
(If this subject has been entirely covered in Item 52(b),
state "not applicable".)
As to (1) through (5), Items 10(g), 10(h) and 52(a)
are incorporated herein by reference.
(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.
See "FEDERAL TAX STATUS" in the Prospectus for the
Separate Account in Exhibit D, incorporated herein by
reference.
(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 intention
with respect to such qualifications during the current taxable
year.
Not applicable, because the Separate Account is not a
separate taxable entity.
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: [Chart omitted].
Not applicable. The Separate Account is deemed to be the issuer
of periodic payment plan certificates.
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.
[Chart omitted].
Not applicable, because no Contracts have yet been sold and the
Separate Account does not yet have an operating history.
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. [Chart omitted].
Not applicable, because the Separate Account has not yet
commenced operations.
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
plan certificate currently being issued by the trust. [Chart
omitted].
Not applicable, because no Contracts have yet been sold.
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. [Chart omitted].
Not applicable, because no Contracts have yet been sold.
59. Financial statements shall be filed in accordance with the
instructions given below. [Instructions omitted].
Financial Statements of the Trust
No financial statements are filed herewith for the Separate Account,
because it has not yet commenced operations, has no assets or
liabilities, and has not received any income or incurred any
expenses.
Financial Statements of the Depositor
- -------------------------------------
The financial statements of First Variable should be considered only
as bearing upon the ability of First Variable to meet its obligations
under the Contracts. They should not be considered as bearing upon
the investment performance of the assets held in the Separate
Account. The financial statements and other text contained in
APPENDIX B and in the Prospectus for the Separate Account in Exhibit
D are incorporated herein by reference.
EXHIBITS Page1/
-------- -
1. A. (1) Resolution of the Board of Directors of First Variable
Life Insurance Company authorizing the establishment of
Separate Account VL of First Variable Life Insurance Co.2/
(2) Not applicable.
(3) (a) Underwriting Agreement.3/
(b) Form of Sales Agreement.4/
(c) Commission Schedule for Policies.5/
(4) Not applicable.
(5) Specimen variable universal life insurance policy.6/
(6) Articles of Incorporation and Bylaws.7/
(7) Not applicable.
(8) Form of Participation Agreement.8/
(9) Not applicable.
(10) Specimen single premium variable life insurance
application.9/
B. Not Applicable.
C. Not Applicable.
D. Prospectus included in Form S-6 Registration Statement of Separate
Account VL of First Variable Life Insurance Co. (File no. 333-
______________), filed contemporaneously.
[FN]
1/ Page numbers inserted in manually-signed copy only.
2/ Incorporated by reference to the form S-6 Registration Statement
of Separate Acount VL of First Variable Life Insurance Co. (File
No. 333-______), filed contemporaneously.
3/ Incorporated by reference to Exhibit 1.A.3(a) to Form S-6
Registration Statement of Separate Account VL of First Variable Life
Insurance Co. (File No. 333- ), filed contemporaneously.
4/ Incorporated by reference to Exhibit 1.A.3(b) to Form S-6
Registration Statement of Separate Account VL of First Variable Life
Insurance Co. (File No. 333- ), filed contemporaneously.
5/ Incorporated by reference to Exhibit 1.A.3(c) to Form S-6
Registration Statement of Separate Account VL of First Variable Life
Insurance Co. (File No. 333- ), filed contemporaneously.
6/ Incorporated by reference to the form S-6 Registration
Statement of Separate Account VL of First Variable Life Insurance Co.
contemporaneously.
7/ Incorporated by reference to Post-Effective Amendment No. 20 to the
form N-4 Registration Statement of First Variable Life Insurance Company
and First Variable Annuity Fund E filed with the Securities and Exchange
Commission on April 29, 1996 (File No. 33-86738).
8/ Incorporated by reference to Exhibit 1.A.8 to Form S-6 Registration
Statement of Separate Account VL of First Variable Life Insurance Co.
(File No. 333- ), filed contemporaneously.
9/ Incorporated by reference to the form S-6 Registration Statement
of Separate Account VL of the First Variable Life Insurance Co.
(File No. 33- ), filed contemporaneously.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940,
First Variable Life Insurance Company as depositor of the registrant has
caused this registration statement to be duly signed on behalf of the
registrant in the City of Boston and County of Suffolk and the Commonwealth of
Massachusetts on the 24th day of May, 1996.
First Variable Separate Account VL
BY: FIRST VARIABLE LIFE
INSURANCE CO.
By: /s/ Stephen M. Largent
----------------------
Stephan M. Largent
President
(SEAL)
ATTEST:
/s/ Arnold R. Bergman
- ---------------------
Arnold R. Bergman
Secretary
