(As filed with the Securities and Exchange Commission on September 27, 1996)
Registration No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
PHOENIX LIFE AND ANNUITY VARIABLE UNIVERSAL LIFE ACCOUNT
(Name of Unit Investment Trust)
Issuer of periodic payment plan
certificates only for purposes of information
provided herein
<PAGE>
I.
ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Phoenix Life and Annuity Variable Universal Life
Account (the "VUL Account"). There is no IRS Employer
Identification Number.
(b) Furnish title of each class or series of securities issued by
the trust.
Flexible Premium Variable Life Insurance Policies
("Policies").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
Phoenix Life and Annuity Company ("Phoenix" or "Company")
One American Row
Hartford, CT 06115
IRS Employer Identification Number: 43-1240953
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.
Not applicable.
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 Policies has not commenced. When such
distribution commences, Phoenix Equity Planning Corporation is
expected to act as principal underwriter.
Phoenix Equity Planning Corporation ("Equity Planning"
or "PEPCO")
One American Row
Hartford, CT 06115
IRS Employer Identification Number: 06-084-7856
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Missouri.
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 organized and issued or proposes to issue
securities.
The VUL Account was established under Missouri law
pursuant to a resolution of the Board of Directors of
Phoenix on July 1, 1996. The VUL Account will
continue in existence until the Board of Directors
directs that it be terminated.
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(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.
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 VUL Account has never had any other name.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the VUL 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 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.
No such legal or administrative proceedings are pending.
II.
GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust
----------------------------------------------------------
and the Rights of Holders.
--------------------------
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 Policies are of the registered type in that they are
issued to and bear the name of the Policyowner, and records
concerning the Policyowners are maintained by or on behalf of
Phoenix. (The term Policyowner and other key terms are defined
in the Registration Statement filed on Form S-6. See Exhibit D
to this Registration Statement for the definitions of these
terms).
(b) Whether the securities are of the cumulative or distributive
type.
The Policies are of the cumulative type, providing for no
direct distribution of income, dividends or capital gains
except in connection with surrenders or death benefits.
(c) The rights of security holders with respect to withdrawal or
redemption.
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A Policy may be returned by mailing or delivering it to
Phoenix within ten days after the Policyowner receives it;
within ten days after Phoenix mails or delivers a written
notice of withdrawal right to the Policyowner; or within 45
days after the Policyowner signs the application for
insurance, whichever occurs latest. The returned Policy is
treated as if Phoenix never issued the Policy and, except for
Policies issued with a Temporary Money Market Allocation
Amendment, Phoenix will return the sum of the following as of
the date it receives the return Policy; (i) the then current
Policy Value less any unrepaid loans and loan interest; plus
(ii) any monthly deductions, partial surrender fees, other
charges made under the Policy, and any investment advisory
fees deducted from the assets of the Fund. The amount returned
for Policies issued with the amendment will equal premium paid
less any unrepaid loans and loan interest, and less any
partial surrender amounts paid.
At any time during the lifetime of the Insured and while the
Policy is in force, the Policyowner may partially or fully
surrender the Policy. The amount available for surrender is
the surrender value at the end of the valuation period during
which the surrender request is received by Phoenix. The
surrender value is the Cash Value less any indebtedness under
the Policy.
Upon partial or full surrender Phoenix generally will pay the
amount surrendered to the Policyowner within seven (7) days
after Phoenix receives the written request for the surrender.
Payment of any amount upon complete or partial surrender may
be postponed whenever: (i) The New York Stock Exchange is
closed other than customary weekend and holiday closings, or
trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission; (ii) the
Commission by order permits postponement for the protection of
Policyowners; or (iii) an emergency exists, as determined by
the Commission, as a result of which disposal of securities is
not reasonably practicable or it is not practicable to
determine the value of the VUL Account's net assets. The
applicable rules and regulations of the Securities and
Exchange Commission shall govern as to whether the conditions
described in (ii) and (iii) exist.
Upon the death of the Insured under the Policy, the
beneficiary is entitled to receive the death benefit under the
Policy. Under Option 1, the death benefit equals the greater
of the Policy Face Amount or the minimum death benefit on the
date of the Insured's death. Under Option 2, the death benefit
equals the greater of the Policy Face Amount plus the Policy
Value or the minimum death benefit on the date of the
Insured's death. The minimum death benefit payable is the
Policy Value on the date of the Insured's death increased by
the applicable percentage from the table contained in the
Policy.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
At any time during the first two Policy Years, a
Policyowner may exchange a Policy without evidence of
insurability for a fixed benefit whole life insurance
policy on the life of the Insured. Under the Whole
Life Exchange Rider attached to the Policy, the
Policyowner may exchange the Policy for a fixed
benefit whole life policy at the later of age 65 or
Policy Year 15. The benefits under the whole life
policy will not vary with the investment experience
of Sub-accounts in a separate account. The
Policyowner may elect that the new policy either have
the same death benefit or the same net amount at risk
(death benefit less the Cash Value) as the exchanged
Policy. The date of issue, issue age, and risk class
will be the same as existed under the exchanged
Policy.
The new policy will be issued after Phoenix receives
a completed application for exchange of the Policy
accompanied by the Policy to be exchanged, the
release of any assignments against the Policy, and a
surrender and release of the Policy. If a Policy loan
was outstanding, the new policy will be subject to
such loan. There may be additional premium required
on the exchange.
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The payment will be equal to the excess, if any, of
the surrender value of the fixed benefit whole life
policy over the surrender value of the exchanged
Policy on the date of exchange.
A Policyowner may transfer all or a portion of the
existing funds supporting the Policy among
Sub-accounts. Phoenix reserves the right to limit the
number of transfers made during a Policy Year but in
no event will the number allowed be less than six
(6).
Also, Phoenix reserves the right to set a minimum
transfer amount, up to $500. Partial surrenders of
the Policy may be made at any time before the death
of the Insured. Phoenix may also require that the
Policy be returned before payment is made. Phoenix
may set a minimum partial surrender amount, up to
$500.
A Policyowner may assign the rights in a Policy, as
permitted by applicable law. Phoenix will not
recognize an assignment until the original or a copy
of the assignment has been received at the designated
office.
(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.
Although the VUL Account may not necessarily be
considered an issuer of periodic payment plan
certificates, the Policy does contain provisions
concerning lapses or defaults. If on any Monthly
Calculation Day during the first two Policy Years,
the Policy value is insufficient to cover the monthly
deduction, a grace period of 61 days will be allowed
for the payment of an amount equal to three times the
required monthly deduction. If on any Monthly
Calculation Day during any subsequent Policy Year,
the Cash Surrender Value (which has become positive)
is less than the required monthly deduction, a grace
period of 61 days will be allowed for the payment of
an amount equal to three times the required monthly
deduction. However, until the Cash Surrender Value
becomes positive for the first time, the Policy will
not lapse as long as all premiums planned at issue
have been paid. If the additional amount is not paid
by the end of the grace period, the Policy will
lapse.
(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.
Phoenix will vote the Fund shares held by the
Sub-accounts of the VUL Account at meetings of
shareholders of the Fund. To the extent required by
law, such voting will be in accordance with
instructions received from the Policyowner. If the
Investment Company Act of 1940 or any regulation
thereunder should be amended or if the present
interpretation thereof should change, and as a result
Phoenix determines that it is permitted to vote the
Fund shares in its own right, it may elect to do so.
The number of votes that a Policyowner has the right
to cast will be determined by applying the
Policyowner's percentage interest in a Sub-account to
the total number of votes attributable to the
Sub-account. In determining the number of votes,
fractional shares will be recognized.
Fund shares held in each Sub-account for which no
timely instructions are received, and Fund shares
which are not otherwise attributable to Policyowners,
will be voted by Phoenix in proportion to the voting
instructions that are received with respect to all
Policies participating
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in that Sub-account. Voting instructions to abstain
on any item to be voted upon will be applied to
reduce the votes eligible to be cast by Phoenix.
To the extent required, each Policyowner will receive
proxy materials, reports and other materials relating
to the Fund.
Phoenix may, when required by state insurance
regulatory authorities, disregard voting instructions
if the instructions require that the shares be voted
so as to cause a change in the sub-classification or
investment objective of one or more Series of the
Fund or to approve or disapprove an investment
advisory contract for the Fund. In addition, Phoenix
may disregard the voting instructions of Policyowners
regarding changes in the investment policy or the
investment advisers of the Fund if Phoenix reasonably
disapproves of such changes. A change would be
disapproved only if the proposed change is contrary
to state law or prohibited by state regulatory
authorities or if Phoenix determined that the change
would have an adverse effect on the General Account
because the proposed investment policy for a Series
may result in overly speculative or unsound
investments. In the event Phoenix does disregard
voting instructions, a summary of that action and the
reasons therefor will be included in the next
periodic report to Policyowners.
(g) Whether security holders must be given notice of any change
in:
(1) the composition of the assets of the trust.
Consent of the Policyowners is not required when
changing the underlying securities of the VUL
Account. However, to change such securities, approval
of the Securities and Exchange Commission is required
by 26(b) of the Investment Company Act of 1940.
Except as required by Federal or state law or
regulation, no action will be taken by Phoenix which
will adversely affect the rights of Policyowners
without their consent.
(2) the terms and conditions of the securities issued by
the trust.
Yes.
(3) the provisions of any indenture or agreement of the
trust.
No change in the resolution establishing the VUL
Account or in any agreement relating to the manner in
which it is operated will be made without notice to
Policyowners if such change would adversely affect
any right or benefit to which they are entitled.
(4) the identity of the depositor, trustees or custodian.
The VUL Account has no trustee or custodian. There is
no provision requiring notice to, or consent of,
Policyowners with respect to a change in the identity
of the VUL Account's depositor.
(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of assets of the trust.
No. See answer to item 11.
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<PAGE>
(2) the terms and conditions of the securities issued by
the trust.
Yes. The Policies may be modified at any time by
written agreement between Phoenix and the
Policyowner.
(3) the provisions of any indenture or agreement of the
trust.
No. There is no trust agreement. See answer to
item 10(g)(3).
(4) the identity of the depositor, trustee or custodian.
No. See answer to item 10(g)(4).
(i) Any other principal feature of the securities issued by the
trust or any other principal right, privilege or obligation
not covered by subdivision (a) to (g) or by any other item in
this form.
(1) Eligible Purchasers
Any person up to the age of 75 is eligible to be
insured under a newly purchased Policy after
providing acceptable evidence of insurability. A
person can purchase a Policy to insure the life of
another person provided that the Policyowner has an
insurable interest in the life of the Insured and the
Insured consents. Where permitted by state law, the
Policy also may be purchased on a group basis on
behalf of members of the group.
(2) Minimum Policy Face Amount
The minimum Policy Face Amount is $25,000.
(3) Premium Payment
The minimum Issue Premium for a Policy is generally
1/6 of the Planned Annual Premium. The Issue Premium
is due on the Policy Date. The Insured must be alive
when the Issue Premium is paid. Thereafter, the
amount and payment frequency of planned premiums are
as shown on the schedule page of the Policy.
Any premium payments will be reduced by the
applicable premium tax and will be reduced by a
Federal Tax Charge of 1.50%. The Issue Premium also
will be reduced by the Issue Expense Charge on a pro
rata basis in equal monthly installments over a
12-month period. Any unpaid balance of the Issue
Expense Charge will be paid to Phoenix upon Policy
Lapse or termination.
Premium payments received during a grace period also
will be reduced by the amount needed to cover any
monthly deductions during the grace period. The
remainder will be applied on the Payment Date to the
various Sub-accounts of the VUL Account or to the
Guaranteed Interest Account ("GIA"), based on the
premium allocation schedule elected in the
application for the Policy or as later changed.
The number of units credited to a Sub-account of the
VUL Account will be determined by dividing the
portion of the net premium applied to that
Sub-account by the unit value of the Sub-account on
the Payment Date.
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A Policyowner may increase or decrease the planned
premium amount or payment frequency at any time by
written notice to Variable and Universal Life
Administration. Phoenix reserves the right to limit
increases to such maximums as may be established from
time to time. Additional premium payments may be made
at any time. Each premium payment must at least equal
$25 or, if made during a grace period, the payment
must equal the amount needed to prevent lapse of the
Policy.
(4) Allocation of Issue Premium
Within five (5) business days after the later of
receipt of the Issue Premium and Phoenix's approval
of a completed application for processing, Phoenix
will allocate the Issue Premium less applicable
charges to the Sub-accounts of the VUL Account or to
the GIA. For all Policyowners in certain states and
for Policies issued in certain states pursuant to
applicants on which the applicant notes that the
Policy is intended to replace existing insurance,
Phoenix temporarily allocates the entire Issue
Premium paid less applicable charges to the Money
Market Sub-account of the VUL Account. For these
Policyowners, at the expiration of the right to
cancel period, the Policy Value of the Money Market
Sub-account is allocated among the Sub-accounts of
the VUL Account in accordance with the applicant's
allocation instructions as set forth in the
application for insurance. For all other
applications, the Issue Premium is not temporarily
allocated to the Money Market Sub-account, but rather
is directly allocated in accordance with the
Applicant's allocation instructions as set forth in
the application for insurance.
(5) Determination of Account Value
On each Valuation Date, the Policy's shares in the
value of each Sub-account is determined separately,
but the valuation method used is the same for each
Sub-account. A Policy's share in the value of a
Sub-account on any Valuation Date equals:
(a) The Policy's share in the value of that
Sub-account as of the immediately preceding
Valuation Date multiplied by the "Net
Investment Factor" of that Sub-account for
the current Valuation Period; plus
(b) All amounts transferred to the Policy's
share in the value of that Sub-account from
another Sub-account or from the Loan Account
during the current Valuation Period; plus
(c) All additional net premiums allocated to
that Sub-account during the current
Valuation Period; minus
(d) All amounts transferred from the Policy's
share in the value of that Sub-account to
another Sub-account or to the loan account
during the current Valuation Period; minus
(e) Any portion of the monthly deduction
allocated to the Policy's shares in the
value of that Sub-account during the
current Valuation Period; minus
(f) All reductions in the Policy Value allocated
to the Policy's share in the value of that
Sub-account due to any partial surrenders
made during the current Valuation Period.
The net investment factor for each Sub-account for
any Valuation Period is determined by dividing the
sum of A and B by C then subtracting D.
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(A) the value of the assets in the
Sub-account on the current Valuation
Date (exclusive of the net value of
any transactions during the current
Valuation Period), plus
(B) the amount of any dividend (or, if
applicable, any capital gain
distribution) received by the
Sub-account if the "ex dividend"
date for the Fund occurs during the
current Valuation Period.
(C) The value of the assets in the
Sub-account as of the just prior
Valuation Date, including accrued
investment income and realized and
unrealized capital gains and losses,
and including the net value of all
transactions during the Valuation
Period ending on that date.
(D) The sum of the following daily
charges multiplied by the number of
days in the current Valuation
Period:
1. The mortality and expense
risk charge; and
2. The charge, if any, for
taxes and reserves for
taxes on investment
income, and realized and
unrealized capital gains.
(6) Policy Loans
While the Policy is in force, loans may be obtained
in amounts up to the available loan value. The loan
value on any day is 90% of the result of subtracting
the then remaining surrender charge from the Policy
Value. The available loan value is the loan value on
the current day less any outstanding debt. The
Policyowner will pay interest on the loan at an
effective annual rate, compounded daily and payable
in arrears. The loan interest rate is 4% for Policy
Years 1 through 10 (or the Insured's age 65 if
earlier), 3% through Policy Year 15, then 2 1/2% for
Policy Years 16 and later. The requested loan amount
is transferred from the VUL Account to the loaned
portion of the GIA and is credited with interest at
an effective annual rate of 2% per year compounded
daily. In the future, Phoenix may set a minimum
amount for Policy loans, up to $500. However, any
such minimum loan amount will not apply to loans the
proceeds of which will be used to pay a premium due
on another policy issued by Phoenix.
While the Policy is in force, the Policyowner may
repay part or all of the loan amount at any time. Any
debt repayment received during a grace period will be
reduced to cover any overdue monthly deductions and
only the balance will be applied to reduce the debt.
Such balance, in excess of any outstanding accrued
loan interest, will be applied to reduce the loaned
portion of the GIA. If such balance exceeds the debt,
the excess will be transferred to the unloaned
portion of the GIA or allocated to the Sub-accounts
in accordance with the Policyowner's instructions.
(7) Group or Sponsored Arrangements
Phoenix may offer Policies in a group or sponsored
arrangement. A "group arrangement" includes a program
under which a trustee, employer, or similar entity
purchases a Policy covering a group of individuals on
a group basis. A "sponsored arrangement" includes a
program under which an employer permits group
solicitation of its employees for the purchase of
Policies on an individual basis.
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Phoenix may reduce the Issue Expense Charge and
Surrender Charge for Policies issued under group or
sponsored arrangements. Generally, sales and
administrative costs per Policy vary with the size of
the group or sponsored arrangement, its stability as
indicated by its term of existence and certain
characteristics of its members, the purposes for
which Policies are purchased, and other factors. The
amounts of reductions will be considered on a
case-by-case basis and will reflect the reduced sales
effort and administrative costs expected as a result
of sales to a particular group or sponsored
arrangement.
Phoenix reserves the right to use different mortality
tables than those embodied in Policies issued to
individuals to compute the death benefits under
Policies issued to members of a particular group or
sponsored arrangement.
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 type of
securities comprising the portfolio of such investment company.)
VUL Account assets are invested at net asset value in one of
the following Series of The Phoenix Edge Series Fund (the
"Fund"), which are sold to the VUL Account for purposes of
funding the Policies. The Series are required to redeem their
shares at Phoenix's request. Shares of the Fund will be
offered only to segregated investment accounts.
Money Market Series. The investment objective of the Money
Market Series is to provide maximum current income consistent
with capital preservation and liquidity. The Money Market
Series invests exclusively in high quality money market
instruments. The Series invests in United States Government
securities, government agency securities, bank certificates of
deposit and bankers' acceptances, corporate debt securities,
commercial paper, and repurchase and reverse repurchase
agreements.
Multi-Sector Fixed Income (Multi-Sector) Series. The
investment objective of the Multi-Sector Series is to seek
long-term total return. The Multi-Sector Series seeks to
achieve its investment objective by investing in a diversified
portfolio of high-yield and high-quality fixed income
securities.
Higher yields are available ordinarily from securities in the
lower rated categories of recognized rating agencies (Baa or
lower by Moody's Investors Services, Inc. or BBB or lower by
Standard & Poor's Corporation) and from unrated securities of
comparable quality. The Multi-Sector Series will not invest in
securities in the lowest rating categories (Ca for Moody's and
CC for Standard & Poor's) unless management believes that the
financial condition of the issuer, or the protections afforded
to the particular securities, is stronger than otherwise would
be indicated by such low ratings.
Growth Series. The investment objective of the Growth Series
is to achieve intermediate and long-term growth of capital,
with income as a secondary consideration. The Growth Series
invests principally in common stocks of corporations believed
by management to offer growth potential.
Total Return Series. The investment objective of the Total
Return Series is to realize as high a level of total return
over an extended period of time as is considered consistent
with prudent investment risk. The Total Return Series invests
in stocks, bonds, and money market instruments in accordance
with the Investment Adviser's appraisal of investments most
likely to achieve the highest total rate of return.
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International Series. The investment objective of the
International Series is to seek a high total return consistent
with reasonable risk. The International Series intends to
invest primarily in an internationally diversified portfolio
of equity securities. It intends to reduce its risk by
engaging in hedging transactions involving options, futures
contracts and foreign currency transactions. The International
Series provides a means for investors to invest a portion of
their assets outside the United States.
Balanced Series. The investment objective of the Balanced
Series is to seek reasonable income, long-term capital growth
and conservation of capital. The Balanced Series intends to
invest based on combined considerations of risk, income,
capital enhancement and protection of capital value.
Real Estate Securities (Real Estate) Series. The investment
objective of the Real Estate Series is to seek capital
appreciation and income with approximately equal emphasis. It
intends under normal circumstances to invest in marketable
securities of publicly traded real estate investment trusts
(REITs) and companies that operate, develop, manage and/or
invest in real estate located primarily in the United States.
Strategic Theme Series. The investment objective of the
Strategic Theme Series is to seek long-term appreciation of
capital by identifying securities benefiting from long-term
trends present in the United States and abroad. The Strategic
Theme Series intends to invest primarily in common stocks
believed to have substantial potential for capital growth.
Aberdeen New Asia (Asia) Series. The investment objective of
the Asia Series is to seek long-term capital appreciation. The
Asia Series will invest primarily in a diversified portfolio
of equity securities of issuers organized and principally
operating in Asia, excluding Japan.
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.
The Phoenix Edge Series Fund
(b) Name and principal business address of depositor.
Phoenix is the depositor for the VUL Account.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Phoenix Equity Planning Corporation, One American
Row, Hartford, Connecticut, is the principal
underwriter of the Policies. There is no principal
underwriter of the underlying securities.
(e) The period during which the securities of such company have
been the underlying securities.
No underlying securities have yet been acquired by
the VUL Account.
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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) cumulation
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 on consideration for such load, fee,
expense, or charge.
(1) Principal Payments
Premium Taxes. Various states and subdivisions impose
a tax on premiums received by insurance companies.
The Policy will be assessed a charge equal to 2.25%
of the premiums paid. This charge for taxes is
deducted from the Issue Premium, and from each
subsequent premium payment.
Federal Tax Charge. A charge equal to 1.50% of each
premium will be deducted from each premium payment to
cover the estimated cost to Phoenix of the federal
income tax treatment of deferred acquisition costs.
The SEC maximum sales load has been reduced to
reflect this charge.
(2) Underlying Securities
Investment Management Charge. As compensation for
investment management services to the Funds, the
Advisers are entitled to fees, payable monthly and
based on an annual percentage of the average
aggregate daily net asset values of each Series as
summarized in the following tables:
PHOENIX INVESTMENT COUNSEL, INC.
--------------------------------
RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $250,000,000 $250,000,000 $500,000,000
- ------ ------------ ------------ ------------
Money Market......... .40% .35% .30%
Multi-Sector......... .50% .45% .40%
Balanced............. .55% .50% .45%
Total Return......... .60% .55% .50%
Growth............... .70% .65% .60%
International........ .75% .70% .65%
Strategic Theme...... .75% .70% .65%
PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
--------------------------------------------
SERIES
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Asia................ 1.00%
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PHOENIX REALTY SECURITIES, INC.
-------------------------------
RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $1,000,000,000 $1,000,000,000 $2,000,000,000
- ------ -------------- -------------- --------------
Real Estate............. 0.75% .70% .65%
In addition, each Series pays a portion or all of its
other annual operating expenses other than the
management fees; the Growth, Multi-Sector, Total
Return, Money Market and Balanced Series will pay up
to .15%; the Real Estate, Strategic Theme and Asia
Series will pay up to .25%; and the International
will pay up to .40% of its average net assets
annually.
(3) Distributions
Surrender Charge. During the first ten Policy Years,
there is a difference between the amount of Policy
Value and the amount of Cash Surrender Value of the
Policy. This difference is the Surrender Charge,
consisting of a contingent deferred sales charge
designed to recover expenses for the distribution of
Policies that are terminated by surrender before
distribution expenses have been recouped, and a
contingent deferred issue charge designed to recover
expenses for the administration of Policies that are
terminated by surrender before administrative
expenses have been recouped. These are contingent
charges because they are paid only if the Policy is
surrendered (or the face amount is reduced or the
Policy lapses) during this period. They are deferred
charges because they are not deducted from premiums.
The contingent deferred issue charge is set at a
level designed to recover actual costs and is not
designed to result in any profit to Phoenix.
During the first ten Policy Years, the full Surrender
Charge as described below will apply if the
Policyowner either surrenders the Policy for its Cash
Surrender Value or lets the Policy lapse. The
applicable Surrender Charge in any Policy Month is
the full Surrender Charge minus any surrender charges
that have been previously paid. There is no Surrender
Charge after the 10th Policy Year. During the first
two Policy Years, the maximum Surrender Charge that a
Policyowner could pay while he or she owns the Policy
is equal to either A plus B (as defined below) or the
amount shown in the Policies Surrender Charge
Schedule, whichever is less. After the first two
Policy Years, the maximum Surrender Charge that a
Policyowner could pay is based on the amount shown in
the Policy's Surrender Charge Schedule.
A (the contingent deferred sales charge) is equal to:
1) 28.5% of all premiums paid (up to and
including the amount stated in the Policy's
Surrender Charge Schedule, which is
calculated according to a formula contained
in a Securities and Exchange Commission
rule); plus
2) 8.5% of all premiums paid in excess of this
amount but not greater than twice this
amount; plus
3) 7.5% of all premiums paid in excess of
twice this amount.
B (the contingent deferred issue charge) is equal to:
$5 per $1,000 of initial face amount.
- 13 -
<PAGE>
SURRENDER CHARGE SCHEDULE
-------------------------
POLICY SURRENDER POLICY SURRENDER POLICY SURRENDER
MONTH CHARGE MONTH CHARGE MONTH CHARGE
----- ------ ----- ------ ----- ------
1-60 $1307.54 80 $1066.03 100 $727.09
61 1295.46 81 1053.95 101 690.65
62 1283.39 82 1041.88 102 654.22
63 1271.31 83 1029.80 103 617.78
64 1259.24 84 1017.73 104 581.35
65 1247.16 85 1005.65 105 544.91
66 1235.08 86 993.58 106 508.48
67 1223.01 87 981.50 107 472.05
68 1210.93 88 969.43 108 435.61
69 1198.86 89 957.35 109 399.18
70 1186.78 90 945.28 110 362.74
71 1174.71 91 933.20 111 326.31
72 1162.63 92 921.13 112 289.97
73 1150.56 93 909.05 113 253.44
74 1138.48 94 896.97 114 217.01
75 1126.41 95 884.90 115 180.57
76 1114.33 96 872.82 116 144.14
77 1102.26 97 836.39 117 107.70
78 1090.18 98 799.95 118 71.27
79 1078.10 99 763.52 119 34.83
120 .00
Partial Surrender Fee. A fee equal to the lesser of
$25 or 2% of the amount withdrawn from the Policy is
deducted from the Policy Value upon a partial
surrender of the Policy to recover the actual costs
of processing the partial surrender request. The
assessment to each Sub-account or to the GIA will be
made in the same manner as provided for the partial
surrender amount paid. That is, that the Policy's
share in the value of each Sub-account or the GIA
will be reduced based on the allocation made at the
time of the partial surrender. If no allocation
request is made, the assessment to each Sub-account
and to the GIA will be made in the same manner as
provided for monthly deductions.
Partial Surrender Charge. A charge as described below
is deducted from the Policy Value upon a partial
surrender of the Policy. The charge is equal to a pro
rata portion of the applicable surrender charge that
would apply to a full surrender, determined by
multiplying the applicable surrender charge by a
fraction (equal to the partial surrender amount
payable divided by the result of subtracting the
applicable surrender charge from the Policy Value).
This amount is assessed against the Sub-accounts or
the GIA in the same manner as provided for with
respect to the partial surrender amount paid.
A partial surrender charge also is deducted
from Policy Value upon a decrease in face
amount. The charge is equal to the
applicable surrender charge multiplied by a
fraction (equal to the decrease in face
amount divided by the face amount of the
Policy prior to the decrease).
- 14 -
<PAGE>
(4) Cumulated or Reinvested Distributions or Income
The VUL Account does not make distributions to
Policyowners. All investment income and other
distributions will be automatically reinvested in
additional Fund shares at net asset value on the
record date except that dividend distributions will
be reinvested at the net asset value on the
distribution date.
(5) Redeemed or Liquidated Assets of the Trust's
Securities
Phoenix redeems Fund shares at their net asset value
to the extent necessary to make payments under the
Policy. There is no charge associated with such
redemptions.
(b) For each installment payment type of periodic payment plan
certificates of the trust, furnish the following information
with respect to sales load and other deductions from principal
payments.
The VUL Account does not issue any installment
payment type of periodic payment plan certificate.
All charges assessed against the Issue Premium and
the Fund are explained in 13(a)(1).
(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 answer to 13(a)1 and 13(a)3.
(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.
A charge is deducted monthly from the Policy Value under a
Policy ("monthly deduction") to pay: the cost of insurance
provided under the Policy, the cost of any rider benefits
provided, any unpaid balance of the issue expense charge, and
an administrative charge.
(1) Cost of Insurance
In order to calculate the cost of insurance charge,
Phoenix multiplies the applicable cost of insurance
rate by the difference between the death benefit
selected (death benefit Option 1 if no selection is
made) and the Policy Value. Cost of insurance rates
are based on the sex, issue age, duration and risk
class of the Insured. In certain states and for
policies issued in conjunction with certain qualified
plans, cost of insurance rates are not based on sex.
The actual monthly cost of insurance rates are based
on Phoenix's expectations of future mortality
experience. They will not, however, be greater than
the guaranteed cost of insurance rates set forth in
the Policy. These guaranteed maximum rates are equal
to 100% of the 1980 Commissioners Standard Ordinary
("CSO") Mortality Table, with appropriate adjustment
for the Insured's risk classification.
- 15 -
<PAGE>
(2) Mortality and Expense Risk Charge
Phoenix will deduct a daily charge from the VUL
Account at an annual rate of 0.80% of the average
daily net assets of the VUL Account to compensate for
certain risks assumed in connection with the Policy.
A reduced annual rate of .25% applies after the 15th
Policy Year.
This charge is not deducted from the GIA.
The mortality risk assumed by Phoenix is that
Insureds may live for a shorter time than projected
because of inaccuracies in that projecting process
and, accordingly, that an aggregate amount of death
benefits greater than that projected will be payable.
The expense risk assumed is that expenses incurred in
issuing the Policies may exceed the limits on
administrative charges set in the Policies. If the
expenses do not increase to an amount in excess of
the limits, or if the mortality projecting process
proves to be accurate, Phoenix may profit from this
charge. Phoenix also assumes risks with respect to
other contingencies including the incidence of Policy
loans, which may cause Phoenix to incur greater costs
than anticipated when designing the Policies. To the
extent Phoenix profits from this charge, it may use
those profits for any proper purpose, including the
payment of sales expenses or any other expenses that
may exceed income in a given year.
(3) Issue Expense Charge
A cost-based issue administration charge is assessed
on a pro rata basis in equal monthly installments
over a 12-month period to compensate Phoenix for
underwriting and start-up expenses in connection with
issuing a Policy. The issue administrative charge is
$1.50 per $1,000 of face amount, up to a maximum
charge of $600.
(4) Administration Charge
The charge is currently $5 per month, guaranteed not
to exceed $10 per month.
(5) Taxes
Under the current federal and state tax laws, the
investment income of the VUL Account is not taxed to
Phoenix, and accordingly, no charge is made to the
VUL Account for taxes. Phoenix reserves the right to
charge the VUL Account for federal or state taxes
attributable to the VUL Account if such taxes are
imposed in the future.
(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 Answers to
Items 13(a) or 13(d) through the sale or purchase of the
trust's securities or underlying securities or interacts in
underlying securities, and describe fully the nature and
extent of such profits or benefits.
Other than as set forth in the answers to items 13(a)
and 13(d), neither Phoenix nor any affiliated person
will receive any profits or other benefits.
(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 statement
filed herewith.
Not applicable.
- 16 -
<PAGE>
Information Concerning the Operations of the Trust
--------------------------------------------------
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.
The Policies will be offered and sold pursuant to established
premium schedules and underwriting standards and in accordance
with state insurance laws. Such laws prohibit unfair
discrimination among Policyowners, but recognize that premiums
may be based upon factors such as age, sex or risk class. A
person desiring to purchase a Policy must complete an
application on a form provided by Phoenix, and, if the
applicant meets the prescribed standards, a Policy will be
issued. This process may involve such procedures as medical
examinations and may require that further information be
provided before a determination can be made.
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.
See answers to items 10(i)(3) and 10(i)(4).
(a) Right of Security Holders with Respect to Cancellation.
A Policy may be returned within ten days after the Policyowner
receives it; within ten days after Phoenix mails or delivers a
written notice of withdrawal right to the Policyowner; or
within 45 days after the applicant signs the application for
insurance, whichever occurs latest. The returned Policy is
treated as if Phoenix never issued the Policy and, except for
Policies issued with a Temporary Money Market Allocation
Amendment, Phoenix will return the sum of the following as of
the date Phoenix receives the returned Policy: (i) the then
current Policy Value less any unrepaid loans and loan
interest; plus (ii) any monthly deductions, partial surrender
fees and other charges made under the Policy. The amount
returned for Policies issued with the Amendment will equal the
premium paid less any unrepaid loans and loan interest, and
less any partial surrender amounts paid.
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.
See answers to item 11, 12 and 17.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
See answer to item 10(c).
(b) Furnish the names of any person 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.
Phoenix is required to honor surrender requests as
described in the answer to item 10(c). With respect
to the VUL Account's underlying securities, the Fund
is required to redeem Fund shares at net asset value
and to make payment therefor within seven (7) days.
(c) Indicate whether repurchased or redeemed securities will
be cancelled or may be resold.
- 17 -
<PAGE>
If a Policy is surrendered, it may not be resold.
Shares in the underlying Fund once redeemed are
authorized but unissued shares and may be
subsequently reissued.
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 of the VUL Account will be reinvested in
the appropriate shares of the fund and will be added
to the assets of the VUL Account. All dividend
distributions and capital gains distributions (if
any) of the Series of the Fund will be automatically
reinvested in additional Fund shares of that Series
at their net asset value. Pursuant to the terms of
the Policies, Phoenix will make distributions from
the VUL Account in connection with death benefits,
loans, and surrenders. Applicable procedures for such
distributions are described in the answers to items
10(i)(6) and 10(c), respectively.
(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 the same.
No reserve or special fund is created by the VUL
Account.
Life Insurance reserves are established in accordance
with generally accepted accounting principles and the
procedures approved by the Department of Insurance of
the State of Missouri.
(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.
No distributions have been made.
19. Describe the procedures with respect to the keeping of records and
accounts of the trust, the making of reports and furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
Phoenix has primary responsibility for the administration of
the VUL Account and the Policies.
As required by the Investment Company Act of 1940 and
regulations thereunder, all Policyowners will be furnished, at
least semi-annually, reports containing the information
required by that Act and any other applicable statute or
regulation. Each person with a voting interest in a
Sub-account of the VUL Account will receive proxy materials,
reports and other materials relating to the Fund. In addition,
all Policyowners will be furnished not less frequently than
annually, a statement of the total Policy Value.
- 18 -
<PAGE>
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.
The VUL Account has no trustee or custodian. See
item 48.
(d) The appointment of a successor trustee and the procedure if
a successor trustee is not appointed.
The VUL Account has no trustee. See item 48.
(e) The removal or resignation of the depositor, or the failure
of the depositor to perform duties, obligations and functions.
There are no provisions relating to 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.
There are no provisions relating to the appointment
of a successor depositor or the procedure if a
successor depositor is not appointed.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
See answer to item 10(i)(6).
(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 answer to item 10(i)(6).
(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.
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.
- 19 -
<PAGE>
There are no provisions limiting the liability of the
depositor. There is no trustee or custodian of the VUL
Account. See item 48.
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 type of bond.
All of Phoenix's officers and directors are employees of its
parent company, Phoenix Home Life Mutual Insurance Company. It
has no direct employees. The amount of coverage is
$10,000,000, with a $250,000, deductible. The officers,
directors, and employees of PEPCO are covered by a
joint Form 14 Blanket Bond issued to an affiliated company,
for fidelity risks. The amount of coverage is $21,000,000,
with a $25,000 deductible.
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.
The Policyowner may assign the Policy or transfer ownership at
any time during his or her lifetime provided that Phoenix is
notified, except that a Policy may not be assigned to another
insurance company without Phoenix's consent.
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSON OF DEPOSITOR
Organization and Operations of Depositor
----------------------------------------
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.
Phoenix is a stock insurance company chartered on November 2,
1981 under the laws of the State of Missouri Phoenix was
originally chartered as the Savers Life Insurance Company. On
May 9, 1996 the name was changed to Phoenix Life and Annuity
Company.
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.
(b) Furnish the following 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.
- 20 -
<PAGE>
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed
herewith.
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
cessation.
Phoenix is a life insurance company which offers a Flexible
Premium Universal Life policy.
Officials and Affiliated Persons of Depositor
---------------------------------------------
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.
(1) Name and principal business address.
See the table below.
(2) Nature of relationship or affiliation with depositor
of the trust.
See the table below.
(3) Ownership of all securities of the depositor.
Not applicable.
(4) Ownership of all securities of the trust.
Not applicable.
(5) Other companies of which each person named above is
presently officer, director, or partner.
See the table below.
(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of
the depositor.
See the table below.
- 21 -
<PAGE>
Directors and Executive Officers* of Phoenix
--------------------------------------------
Directors
- ---------
Richard Henry Booth Philip Robert McLoughlin
Robert Gerald Chipkin Charles J. Paydos
Robert William Fiondella David William Searfoss
Joseph Edward Kelleher Simon Yeh-Cheng Tan
Robert George Lautensack Dona Davis Young
Executive Officers Principal Occupation
Robert William Fiondella Chairman of the Board
Chairman and President President and Chief Executive
Officer
Richard Henry Booth Executive Vice President,
Executive Vice President Strategic Development;
formerly President,
Traveler's Insurance Company
Philip Robert McLoughlin Executive Vice President and
Executive Vice President Chief Investment Officer
Charles J. Paydos Executive Vice President
Executive Vice President
David William Searfoss Executive Vice President and
Executive Vice President, CFO & Treasurer Financial Officer
Dona Davis Young Executive Vice President
Executive Vice President Individual Insurance and
General Counsel
Joseph Edward Kelleher Senior Vice President
Senior Vice President
Robert George Lautensack Senior Vice President
Senior Vice President
Simon Yeh-Cheng Tan Senior Vice President
Senior Vice President Individual Market Development
The above positions listed under Principal Occupation are held in the Company's
parent, Phoenix Home Life Mutual Insurance Company (except where otherwise
indicated) and reflect the last held position in the organization during the
past five years.
*The principal business address of each of these individuals is One American
Row, Hartford, Connecticut 06115.
- 22 -
<PAGE>
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 power to vote 5% or more of the outstanding voting securities of
the depositor.
The depositor is an indirect, wholly-owned subsidiary of
Phoenix Home Life Mutual Insurance Company, whose principal
business address is One American Row, Hartford, Connecticut
06115.
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.
Not applicable.
Compensation of Officers and Directors of Depositor
---------------------------------------------------
Compensation of 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;
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration:
Not applicable. As of this date, the VUL Account has
not commenced operations. In addition, such officers
are compensated on the payroll of the depositor's
parent company, Phoenix Home Life Mutual Insurance
Company.
(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:
Not applicable. See answer to item 31(a).
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor:
Not applicable. See answer to item 31(a).
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:
(a) the aggregate direct remuneration to directors:
Not applicable. See answer to item 31(a).
- 23 -
<PAGE>
(b) indirectly or through subsidiaries to directors:
Not applicable. See answer to item 31(a).
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 person whose remuneration is
reported in Items 31 and 32) who received remuneration in
excess of $10,000.00 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable. See answer to item 31(a).
(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 answer to item 31(a).
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.
Not applicable. See answer to item 31(a).
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 Policies have yet been made. It is proposed that
Phoenix will sell the Policies in all states where it is
licensed to sell variable life insurance policies. The sale of
the Policies has not been discontinued in any state.
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.
- 24 -
<PAGE>
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 offices, 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 denial.
Not applicable.
(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 or reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution
of securities of the trust.
PEPCO is the principal underwriter and the
distributor of the Policies. PEPCO is registered with
the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer
and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). Applications for
the Policy will be solicited by duly licensed
insurance agents of Phoenix, as well as independent
registered insurance brokers who also must be NASD
registered broker-dealers or representatives.
(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to inception and termination dates of
the agreement, any renewal and termination provisions, and any
assignment provisions.
Phoenix intends to execute an underwriting agreement
with PEPCO whereby PEPCO will distribute the Policies
through registered representatives and
broker-dealers. The agreement will be effective on
the date designated therein and will remain effective
until terminated by either party upon 60 days notice.
It may not be assigned. See Exhibit A(3)(c).
(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).
- 25 -
<PAGE>
No agreements have been executed as yet.
Sales commissions will be paid to registered
representatives on purchase payments received by
Phoenix under these Policies. Total sales commission
of a maximum of 50% of premiums will be paid by
Phoenix to PEPCO.
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.
PEPCO is an indirect majority-owned subsidiary of
Phoenix Home Life Mutual Insurance Company. PEPCO,
organized in 1968 as a stock corporation under the
laws of the State of Connecticut, is a registered
broker-dealer in 50 states.
(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 offered. PEPCO is a
member of the NASD.
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.
- 26 -
<PAGE>
PEPCO is a broker-dealer registered with the
Securities and Exchange Commission under the
Securities Exchange Act of 1934. The Fund's advisers
are affiliated companies of PEPCO and PEPCO is the
principal underwriter for other investment companies
advised by the those affiliated advisers. As such,
PEPCO provides bookkeeping, pricing, and
administrative services to those companies.
(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. The sale of Policies has not
yet commenced.
(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. The sale of Policies has not
yet commenced.
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.
Not applicable. The sale of Policies has not yet commenced.
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.
(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 were made for fractions:
- 27 -
<PAGE>
(i) before adding distributor's compensation
(load).
(ii) after adding distributor's compensation
(load).
See answers to items 10(i)(1) through
10(i)(4). The Fund is a registered
investment company and complete statements
of the valuation of the securities of the
Fund are contained in its registration
statement.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
No Policies have yet been offered for sale to the
public.
(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 person to whom such
offering is made.
Premiums vary with the amount of the Policy's Face
Amount, as well as with the Policyowner's age, sex,
and risk class.
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.
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;
(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.
(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).
With respect to items (1) through (4), see
answers to items 10(i)(1) through 10(i)(4)
and 44(a).
- 28 -
<PAGE>
(5) Other items which registrant deducts from the net
asset value in computing redemption value of its
securities.
See answer to items 10(c).
(6) Whether adjustments are made for fractions.
Adjustments will be made for fractions.
(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.
Not applicable. No Policies have yet been offered for
sale.
Purchase and Sale of Interest 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 interest 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 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.
Phoenix may maintain a position in Fund shares by purchasing
them at net asset value and allocating them to the
Sub-accounts of the VUL Account. Phoenix may redeem Fund
shares at net asset value to meet its obligations under the
Policies or to make adjustments in life insurance reserves
held in the VUL Account. No valuation methods are employed
which differ from those set forth in the answer to Item 44(a).
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 or 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 VUL Account has no trustee or
custodian.
- 29 -
<PAGE>
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.
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.
Under Missouri law, the assets of the VUL Account are held for
the exclusive benefit of person having interests in the VUL
Account and are not chargeable with general liabilities of
Phoenix arising out of any other business it may conduct.
VI.
INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities.
The Policies are themselves the securities being issued and
the responses to the questions set forth herein refer to the
insurance that is provided by the "security" that is being
registered.
(a) The name and address of the insurance company.
See answer to item 2.
(b) The types of policies and whether individual or group
policies.
The Policies are flexible premium variable life
insurance contracts. The Policies will be issued on
an individual basis, and may also be issued on a
group basis.
(c) The types of risks insured and excluded.
Under the Policies, Phoenix assumes the risk that
Insureds may die before anticipated and that the
charge for this mortality risk may prove
insufficient. Phoenix assumes an expense risk that
deductions for expenses may not be adequate.
(d) The coverage of the policies.
See answer to item 51(c).
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipients of the benefits of the insurance
undertakings designed in item 51(c) are either the
Policyowners, the designated primary beneficiaries,
any contingent beneficiaries, or the estates of the
Policyowners, as stated in the applications for the
Policy. There is no limitation on the use of the
proceeds.
(f) The terms and manners of cancellation and of reinstatement.
- 30 -
<PAGE>
The insurance undertakings described in the answer to
item 51(c) are an integral part of the Policies and
may not be terminated while the Policies remain in
effect.
(g) The method of determining the amount of premiums to be paid
by holders of securities.
See answer to item 13(e) for the information on the
amount and method of assessing the charges for the
insurance undertakings described in the answer to
item 51(c).
(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 amount involved, and the nature of the services rendered
therefor.
No person other than Phoenix receives the premiums.
Phoenix has entered into a Underwriting Agreement
with PEPCO pursuant to which sales commissions are
paid. Phoenix may, from time to time, enter into
reinsurance treaties with other insurers whereby such
insurers may agree to reimburse Phoenix 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 the 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.
Phoenix reserves the right, subject to compliance
with the law as currently applicable or subsequently
changed, to make additions to, deletions from, or
substitutions for the investments held by the VUL
Account. In the future Phoenix may establish
additional Sub-accounts within the VUL Account, each
of which will invest solely in shares of a designated
Series of the Fund with a specified investment
objective. These Sub-accounts will be established if,
and when, in the sole discretion of Phoenix,
marketing needs and investment conditions warrant,
and will be made available under existing Policies to
the extent and on a basis to be determined by
Phoenix.
If shares of any of the Series of the Fund should no
longer be available for investment, or if in the
judgment of Phoenix's management further investment
in shares of any of the Series should become
inappropriate in view of the objectives of the
Policy, then Phoenix may
- 31 -
<PAGE>
substitute shares of another mutual fund for shares
already purchased, or to be purchased in the future,
under the Policy. No substitution of mutual fund
shares held by the VUL Account may take place without
prior approval of the Securities and Exchange
Commission, and prior notice to the Policyowner. In
the event of a substitution, the Policyowner will be
given the option of transferring the Policy Value of
the Sub-account in which the substitution is to occur
to another Sub-account.
(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 answer to item 52(a).
(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.
Phoenix is taxed as a life insurance company under the
Internal Revenue Code of 1986, as amended. For federal income
tax purposes the trust is not taxed as a separate entity.
(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. See answer to item 53(a).
- 32 -
<PAGE>
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 assuming that such certificate had been
sold. 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.
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 shall be filed in accordance with the
instructions given below.
Financial Statements of the Trust
---------------------------------
No financial statements are filed for the VUL Account since it has not
yet commenced operation; it has no assets or liabilities; it has
received no income; and it has no expenses.
Financial Statements of the Depositor
-------------------------------------
The following Financial Statements of Phoenix together with the opinion
of independent public accountants, will be included in pre-effective
amendments to the Registration Statement on Form S-6, filed by the
Registrant pursuant to the Securities Act of 1933 on the same date as
the filing of this Registration Statement, and upon such filing such
statements will be incorporated herein by reference:
a. Balance Sheet as of December 31, 1995.
- 33 -
<PAGE>
b. Statement of Income for the year ended December 31, 1995.
c. Notes to Financial Statements.
IX.
EXHIBITS
The following Exhibits to the Registration Statement on Form S-6 filed herewith
are incorporated by reference.
A. (1) Resolution of the Board of Directors of Phoenix establishing
the VUL Account.
(2) Not applicable.
(3) Distribution of Policies:
(a) Form of Underwriting Agreement between Phoenix and
Phoenix Equity Planning Corporation. To be filed by
amendment to Form S-6.
(b) Form of Agreement between Phoenix Equity Planning
Corporation and Independent Brokers with respect to
the sale of Policies. To be filed by amendment to
Form S-6.
(c) Schedules of sales commissions. To be filed by
amendment to Form S-6.
(4) Not applicable.
(5) Specimen Flexible Premium Variable Life Insurance Policy with
optional riders. To be filed by amendment to Form S-6.
(6) (a) Charter of Phoenix.
(b) By-laws of Phoenix.
(7) Not applicable.
(8) Not applicable.
(9) Not applicable.
(10) Form of application for Flexible Premium Variable Life
Insurance Policy. To be filed by amendment to Form S-6.
(11) Memorandum describing transfer and redemption procedures and
method of computing adjustments in payments and cash values
upon conversion to fixed benefit policies. To be filed by
amendment to Form S-6.
The following Exhibits are not incorporated by reference to any other document.
B. (1) Not applicable.
- 34 -
<PAGE>
(2) Not applicable.
C. Not applicable.
D. Definition of Terms.
- 35 -
<PAGE>
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
EXHIBITS
TO
FORM N-8B-2
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
FOR
PHOENIX LIFE AND ANNUITY
VARIABLE UNIVERSAL LIFE ACCOUNT
OF
PHOENIX LIFE AND ANNUITY
LIFE INSURANCE COMPANY
- 36 -
<PAGE>
EXHIBIT D
DEFINITION OF TERMS
ATTAINED AGE: The age of the Insured on the birthday nearest the most recent
Policy Anniversary.
BENEFICIARY: The person or persons specified by the Policyowner as entitled to
receive the death benefits under a Policy.
CASH SURRENDER VALUE: The Policy Value less any surrender charge that would
apply on the date of surrender and less any Debt.
DEATH BENEFIT GUARANTEE: An additional benefit rider available with the Policy
that guarantees a death benefit equal to the initial face amount or the face
amount as later increased or decreased, provided that Minimum Required Premiums
are paid. See "Additional Rider Benefits."
DEBT: Outstanding loans against a Policy, plus accrued interest.
GENERAL ACCOUNT: The general asset account of Phoenix.
GUARANTEED INTEREST ACCOUNT (GIA): An allocation option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest also
may be credited, in the sole discretion of Phoenix.
IN FORCE: Conditions under which the coverage under a Policy is in effect and
the Insured's life remains insured.
INSURED: The person upon whose life the Policy is issued.
IN WRITING (WRITTEN REQUEST): In a written form satisfactory to Phoenix and
delivered to Variable and Universal Life Administration.
ISSUE PREMIUM: The premium payment made in connection with the issue of the
Policy.
MINIMUM REQUIRED PREMIUM: The required premium as specified in the Policy. An
increase or decrease in the face amount of the Policy will change the Minimum
Required Premium amount.
MONTHLY CALCULATION DAY: The first Monthly Calculation Day is the same day as
the Policy Date. Subsequent Monthly Calculation Days are the same day of each
month thereafter or, if such day does not fall within a given month, the last
day of that month will be the Monthly Calculation Day.
PAYMENT DATE: The Valuation Date on which a premium payment or loan repayment is
received at Phoenix, unless it is received after the close of the New York Stock
Exchange, in which case it will be the next Valuation Date.
PHOENIX: Phoenix Life and Annuity Company ("Phoenix"), Hartford, Connecticut.
PLANNED ANNUAL PREMIUM: The premium amount that the Policyowner agrees to pay
each Policy Year. It must be at least equal to the Minimum Required Premium
required for the face amount of insurance selected and must be no greater than
the maximum premium allowed for the face amount selected.
POLICY ANNIVERSARY: Each anniversary of the Policy Date.
POLICY DATE: The Policy Date as shown on the Schedule Page of the Policy. It is
the date from which Policy Years and Policy Anniversaries are measured.
- 37 -
<PAGE>
POLICY MONTH: The period from one Monthly Calculation Day up to but not
including the next Monthly Calculation Day.
POLICYOWNER (OWNER): The owner of a Policy.
POLICY VALUE: The sum of a Policy's share in the values of each Sub-account of
the VUL Account plus the Policy's share in the values of the GIA.
POLICY YEAR: The first Policy Year is the one-year period from the Policy Date
up to, but not including, the first Policy Anniversary. Each succeeding Policy
Year is the one-year period from the Policy Anniversary up to but not including
the next Policy Anniversary.
PROPORTIONATE: Amounts allocated to Sub-accounts on a proportionate basis are
allocated by increasing (or decreasing) a Policy's share in the value of the
affected Sub-accounts so that such shares maintain the same ratio to each other
before and after the allocation.
SUB-ACCOUNTS: Accounts within the VUL Account to which non-loaned assets under a
Policy are allocated.
UNIT: A standard of measurement used in determining the value of a Policy. The
value of a Unit for each Sub-account will reflect the investment performance of
that Sub-account and will vary in dollar amount.
VALUATION DATE: For any Sub-account, each date on which the net asset value of
the Fund is determined.
VALUATION PERIOD: For any Sub-account, the period in days from the end of one
Valuation Date through the next.
VARIABLE AND UNIVERSAL LIFE ADMINISTRATION: Variable and Universal Life
Administration Division of Phoenix.
VUL ACCOUNT: Phoenix Life and Annuity Variable Universal Life Account.
- 38 -
<PAGE>
SIGNATURES
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 Hartford, Connecticut on the
27th day of September, 1996.
PHOENIX LIFE AND ANNUITY VARIABLE UNIVERSAL
LIFE ACCOUNT (Registrant)
By: PHOENIX LIFE AND ANNUITY COMPANY
(Depositor)
By: /s/ Dona D. Young
--------------------------------
Executive Vice President
ATTEST:
/s/ Keith D. Robbins
- -----------------------
Secretary
- 39 -
