File No. 811-_____
As filed with the Securities and Exchange Commission on January 30, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-8B-2
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REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
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LIFE INSURANCE SEPARATE ACCOUNT
OF USAA LIFE INSURANCE COMPANY
(Name of Unit Investment Trust)
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Not the Issuer of Periodic Payment Plan Certificates
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X Issuer of Periodic Payment Plan Certificates
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Certain items of Form N-8B-2 are inapplicable to Registrant pursuant to
the administrative practice of the Commission and its staff of adapting the
disclosure requirements of the Commission's registration statement forms in
recognition of the difference between variable life insurance policies and
other periodic payment plan certificates issued by investment companies and
between separate accounts organized as management companies and unit
investment trusts. See the reconciliation and tie sheet contained in the Form
S-6 Registration Statement, which sheet is incorporated herein by reference.
I
ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Life Insurance Separate Account of USAA Life Insurance
Company ("Registrant"). Registrant has no Internal Revenue
Service Employer Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Units of interest under individual flexible premium variable
life insurance policies (the "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.
USAA Life Insurance Company ("USAA Life")
9800 Fredericksburg Road, C-3-W
San Antonio, TX 78288
IRS Employer Identification Number: 74-1472662
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.
There is no custodian or trustee for Registrant.
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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.
No Policies are being distributed currently. When
distribution commences, USAA Investment Management Company
('USAA IMCO") will be the principal underwriter. Additional
information about USAA IMCO called for by Item 4 of this
registration statement is as follows:
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
IRS Employer Identification Number: 74-1664189
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Texas.
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.
Registrant was established pursuant to a resolution of the
Board of Directors of USAA Life on January 20, 1998.
Registrant will continue in existence until its complete
liquidation and the distribution of its assets to the
persons entitled to receive them or until such time as
Registrant's existence as a separate entity may terminate
pursuant to any merger, consolidation or similar
reorganization.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are
held by the custodian or trustee.
Not applicable, for the reasons set forth under Item 3.,
above, which Registrant incorporates herein by reference.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state. [Chart omitted.]
Registrant has never been known by any other name.
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8. State the date on which the fiscal year of the trust ends.
December 31.
9. MATERIAL LITIGATION. 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 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.
None
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;
Registered, insofar as a Policy is owned by the person named
in the Policy as the Policy owner, and the records
concerning the Policy owner are maintained by or on behalf
of USAA Life.
(b) Whether the securities are of the cumulative or distributive type;
Cumulative, insofar as earnings in Registrant are reflected
in Policy benefits and are not distributed.
(c) The rights of security holders with respect to withdrawal or
redemption;
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the prospectus, as
amended and/or supplemented, filed as part of Registrant's
Form S-6 Registration Statement filed contemporaneously
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herewith under the Securities Act of 1933, as amended (the
"Prospectus"), set out under the following captions:
Death Benefit
Other Policy Benefits
Payment of Policy Benefits
Transfer of Cash Value
Loans
Surrenders
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters;
In answer to this item, Registration incorporates herein by
reference its response to Item 10.(c), above.
(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;
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Policy Lapse and Reinstatement."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the right to exercise voting
rights pertaining to the trust's securities or the underlying
securities and the relationship of such persons to the trust;
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Investment Options--Voting Privileges."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust;
In answer to this item, Registrant incorporates herein
by reference the disclosure in the Prospectus set out
under the captions "Investment Options--Additions or
Changes to Investment Options," and "Investment
Options--Voting Privileges: Disregard of Voting
Instructions."
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(2) the terms and conditions of the securities issued by the
trust;
In answer to this item, Registrant incorporates herein
by reference the disclosure contained in the
Prospectus set out under the captions "Investment
Options--Additions or Changes to Investment Options,"
"Investment Options--Voting Privileges," and "The
Contract."
(3) the provisions of any indenture or agreement of the trust;
There is no indenture or agreement of trust relating
to Registrant.
(4) the identity of the depositors, trustee or custodian;
Notice would be required of a change in the identity
of the depositor. Registrant has no trustee or
custodian.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust;
See the answer to Item 10.(g)(1), above, which
Registrant incorporates herein by reference.
(2) the terms and conditions of the securities issued by the
trust;
See the answer to Item 10.(g)(2), above, which
Registrant incorporates herein by reference.
(3) the provisions of any indenture or agreement of the trust;
Not applicable.
(4) the identity of the depositor, trustee or custodian;
See the answer to Item 10.(g)(4), above, which
Registrant incorporates herein by reference.
(i) Any other principal feature of the securities issued by the trust
or any other principal right, privilege or obligation not covered
by subdivisions (a) to (g) or by any other item in this form.
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In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the captions "Death Benefit," "Other Policy Benefits,"
and "Loans."
INFORMATION CONCERNING THE SECURITIES UNDERYLING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have any interest.
[Instructions omitted.]
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Investment Options."
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;
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Investment Options."
(b) Name and principal business address of depositor;
Not applicable.
(c) Name and principal business address of trustee or custodian;
In answer to this item, Registrant incorporates herein by
reference the disclosure set out under the captions "Service
Providers" in the USAA Life Investment Trust (USAA Trust")
prospectus (File Nos. 33-82270 and 811-8672); "Custodian" in
The Alger American Fund ("Alger Fund") statement of
additional information (File Nos. 33-21722 and 811-5550);
"Other Information" in the Scudder Variable Life Investment
Fund ("Scudder Fund") prospectus (File Nos. 2-96461 and
811-4257); and "Management of the Trust" in the prospectuses
for each of the Equity 500 Index Fund, Small Cap Index Fund,
and EAFE(R) Equity Index Fund of the BT Insurance Funds
Trust ("BT Trust") (File Nos. 333-0479 and 811-7507).
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(d) Name and principal business address of principal underwriter;
In answer to this item, Registrant incorporates herein by
reference the answer to Item 4., above, and the disclosure
set out under the captions "Distributor" in the Alger Fund
prospectus, and the back cover page of such prospectus;
"Distributor" in the Scudder Fund prospectus; and
"Distributor" in the prospectuses for each of the Equity 500
Index Fund, Small Cap Index Fund, and EAFE(R) Equity Index
Fund of the BT Trust.
(e) The period during which the securities of such company have been
the underlying securities;
Not applicable, because Registrant has not yet commenced
operations.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments; (2) underlying
securities; (3) distributions; (4) cumulated or reinvested
distributions or income; and (5) redeemed or liquidated assets of
the trust's securities are subject: (A) the nature of such load,
fee, expense, or charge; (B) the amount thereof; (C) the name of
the person to whom such amounts are paid and his relationship to
the trust; and (D) the nature of the services performed by such
person in consideration for such load, fee, expense or charge.
In answer to this item, Registrant incorporates herein by
reference the disclosure set out under the captions "The
Policy at a Glance--Policy Charges and Deductions," "The
Policy at a Glance--Fund Fees and Other Expenses," "Charges
and Deductions," and "USAA Life," in the Prospectus;
"Advisory Fees" and "Expenses" in the USAA Trust prospectus;
"Fees" and "Expenses" in the Alger Fund prospectus;
"Investment Adviser" in the Scudder Fund prospectus, and
"Management of the Trust" in the prospectuses for each of
the Equity 500 Index Fund, Small Cap Index Fund, and EAFE
(R) Equity Index Fund of the BT Trust.
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(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal
payments. [Instructions, chart, and footnote omitted.]
Not applicable. The Policies are life insurance policies and
do not operate as the usual periodic payment plan
certificate. However, the Policies do provide for the
imposition of sales loads and deductions for premium taxes
as described under the Prospectus captions cited in answer
to Item 13.(a), above, which Registrant incorporates herein
by reference.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust.
State each different sales charge available as a percentage of the
public offering price and as a percentage of the net amount
invested. List any special purchase plans or methods established
by rule or exemptive order that reflect scheduled variations in,
or elimination of, the sales load, and identify each class of
individuals or transactions to which such plans apply.
Not applicable, because the Policies are life insurance
policies and do not operate as the usual periodic payment
plan certificate. But see the answer to Item 13.(a), above,
which Registrant incorporates herein by reference.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at
which securities are offered for any class of transactions to any
class or group of individuals, including officers, directors, or
employees of the depositor, trustee or 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.
Not applicable.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13.(a) or
13.(d) through the sale or purchase of the trust's securities or
interests in such securities, or underlying securities or
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interests in underlying securities, and describe fully the nature
and extent of such profits or benefits.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Charges and Deductions--Monthly
Deductions: Administrative Charge (First Policy Year Only.)"
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to
the dividend and interest income from the trust property during
the period covered by the financial statements filed herewith.
Not applicable, because no Policies have yet been sold.
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.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out under
the captions "Policy Issuance" and "Premium Payments."
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.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out under
the captions "Premium Payments" and "Investment Options."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Amounts invested in Registrant are promptly invested in shares of
funds underlying Registrant, namely the USAA Trust, the Alger
Fund, the Scudder Fund, and the BT Trust (collectively,
"Underlying Funds"). Also in answer to this item, Registrant
incorporates herein by reference the disclosure contained in the
Prospectus set out under the captions "Premium
Payments--Allocation of Premiums" and "Investment Options."
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17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
In answer to this item, Registrant incorporates herein by
reference its response to Item 10.(c), above.
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
In response to this item, Registrant incorporates herein by
reference its response to Items 10.(c), (d), and (e), above.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
A Policy, once surrendered in full, is canceled and may not
be resold.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the
trust and state the substance of the provisions of any indenture
or agreement pertaining thereto.
All income and other distributable funds of Registrant will
be reinvested in shares of the appropriate Underlying Fund
at net asset value as of the date of receipt by Registrant,
which shares will be added to the assets of Registrant.
(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner
of handling of same.
Net premium placed in Registrant constitutes the reserves
for benefits under the Policy. The general assets of USAA
Life are also available to satisfy USAA Life's obligations
under the Policies.
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(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for each
such distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been
made identify each such other source and indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made describe
the nature thereof, the account charged and the basis of
determining the amount of such charge.
Not applicable. Separate Account assets are used to support
benefits and amounts payable under the Policies, and, in any
event, no Policies have yet been sold.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out under
the captions "USAA Life," and "Reports and Records."
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. See the answer to Item 6.(a), above, which
Registrant incorporates herein by reference.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions;
Not applicable. Registrant does not have a trustee or
custodian.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed;
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Not applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its 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. USAA Life
is bound under the Policies and Texas law to carry out its
obligations and those of Registrant under the Policies.
(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. USAA Life is bound under the
Policies and Texas law to carry out its obligations
(including those with respect to Registrant) under the
Policies.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the captions "Loans."
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing. The following items should be
covered:
(1) The name of each person who makes such agreements or
arrangements with security holders;
(2) The rate of interest payable on such loans;
(3) The period for which loans may be made;
(4) Costs or charges for default in repayment at maturity;
(5) Other material provisions of the agreement or arrangement.
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Not applicable, except as to the depositor. See the
responses to Items 3., 21.(a), above, and Item 21.(c) below,
which Registrant incorporates herein by reference.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable. Loans are available to Policy owners only in
accordance with the loan provisions of the Policies. See the
response to Item 21.(a), above, which Registrant
incorporates herein by reference.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Not applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
Not applicable with respect to the operations of Registrant.
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.
In answer to this item, Registrant incorporates herein by
reference the response to Item 3., above, and the disclosure
contained in the Prospectus set out under the captions "Charges
and Deductions," "Cash Value," "Telephone Transactions," "Free
Look Right," "Postponement of Payments," and "More Policy
Information."
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III
ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS 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.
USAA Life was incorporated on June 24, 1963, under the laws of
Texas, as a stock life insurance 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: for each year, total payments by security holders;
amount of sales load received; amount of administration fees
received; amount of management fees received; amount of other fees
received; aggregate gross amount of load, fees, etc. received.
[Chart omitted.]
Not applicable, because Registrant has not yet commenced
operations.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation;
(2) The name of the person making payment;
(3) The nature of the services rendered in consideration
for such fee or participation;
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed
herewith;
Not applicable to depositor in its capacity as
depositor to Registrant, because Registrant has
not yet commenced operations. But Registrant
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incorporates herein by reference the disclosure
contained in the Prospectus set out under the
caption "Charges and Deductions--Monthly
Deductions: Admini- strative Charge (First
Policy Year Only)."
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities therewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstances surrounding such
cessation.
In addition to serving as depositor of Registrant, USAA Life acts
as depositor of the Separate Account of USAA Life Insurance
Company, which funds variable annuity contracts issued by USAA
Life, and transfer agent of the USAA Trust. USAA Life was the
depositor of Variable Account A of USAA Life Insurance Company,
which ceased to be an investment company on December 29, 1989,
pursuant to Section 8(f) of the Investment Company Act of 1940.
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: name and principal business address;
nature of the relationship or affiliation with depositor of the
trust; ownership of all securities of the depositor; ownership of
all securities of the trust; other companies of which each of the
persons named above is presently an officer or director. [Chart
and footnote omitted]
DEPOSITOR OF REGISTRANT
Name and address: See the answer to Item 2., above, which
Registrant incorporates herein by reference.
Securities of the depositor: See the answer to Item 29.,
below, which Registrant incorporates herein by reference.
Securities of Registrant: Registrant has not issued any
securities. In the future, USAA Life may own securities of
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Registrant through, for example, amounts accumulated in
Registrant arising from charges under the Policies or
capital contributed to Registrant.
OFFICERS AND DIRECTORS OF DEPOSITOR
Name and address: In answer to this item, Registrant
incorporates herein by reference the disclosure contained in
the Prospectus set out under the captions "USAA Life--
Directors of USAA Life," and "USAA Life--Officers (other
than Directors)."
Securities of the depositor: Not applicable.
Securities of Registrant: Registrant has not issued any
securities. In the future, from time to time, officers and
directors may own securities of Registrant under any
Policies they purchase.
Positions with other companies: In answer to this item,
Registrant incorporates herein by reference the disclosure
contained in the Prospectus set out under the captions "USAA
Life--Directors of USAA Life," and "USAA Life--Officers
(other than Directors)."
NATURAL PERSONS OWNING SECURITIES OF DEPOSITOR
Not applicable.
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the
depositor.
In answer to this item, Registrant incorporates herein by reference the
disclosure contained in the Prospectus set out under the captions "USAA
Life--Directors of USAA Life," and "USAA Life--Officers (other than
Directors)."
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting securities
of the depositor: name and principal business address; nature of
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business; and ownership of all securities of the depositor. [Chart
omitted.]
As of the date of this Registration Statement, USAA Life is a
wholly-owned subsidiary of United Services Automobile Association
("USAA"). USAA's principal business address is 9800 Fredericksburg
Road, San Antonio, Texas 78288. USAA is a personal lines, property
and casualty insurer.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor. [Chart omitted.]
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: [Chart and footnote omitted]
(a) directly to each of the officers or partners of the
depositor directly receiving the three highest amounts of
remuneration;
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included
under Item 31.(a), stating separately the aggregate amount
paid by the depositor itself and the aggregate amount paid
by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers
or partners of the depositor.
Items 31.(a), (b) and (c) are not applicable. No
officer has been paid any separate remuneration for
services rendered with respect to Registrant.
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COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31., paid by the
depositor during the last fiscal year covered by financial statements
filed herewith: [Chart and footnote omitted.]
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Items 32.(a) and (b) are not applicable. No director has
been paid any separate remuneration for services rendered
with respect to Registrant.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in
Items 31. and 32.) who received remuneration in excess of $10,000
during the last fiscal year covered by financial statements filed
herewith from the depositor and any of its subsidiaries. [Chart
and footnote omitted.]
Not applicable. No employee has been paid any separate
remuneration for services rendered with respect to
Registrant.
(b) Furnish the following information with respect to the remuneration
for services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33.(a): (1)
Sales managers, branch managers, district managers and other
persons supervising the sale of registrant's securities; (2)
Salesmen, sales agents, canvassers and other persons making
solicitations but not in supervisory capacity; (3) Administrative
and clerical employees; and (4) Others (specify). If a person is
employed in more than one capacity, classify according to
predominant type of work. [Chart and footnote omitted.]
Not applicable. No person who falls within any class of
persons enumerated above has been paid any separate
remuneration for services rendered with respect to
Registrant.
18
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COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31., 32., and 33.), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries. [Chart and footnote omitted.]
Not applicable, because Registrant has not yet commenced
operations.
IV
DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(a) are currently being made, (b) are presently proposed to be made, and
(c) have been discontinued, indicating by appropriate letter the status
with respect to each state.
USAA Life has made no sales and is currently making no sales of
the Policy to the public in any state. USAA Life intends to sell
the Policies in all jurisdictions where USAA Life is licensed to
sell variable life insurance.
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.
In answer to this item, Registrant incorporates herein by
reference the answer to Item 35., above.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied authority
to distribute securities of the trust, excluding a denial which
was merely a procedural step prior to any determination by such
officer, etc. and which denial was subsequently rescinded.
19
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(1) Name of officer, agency or body;
(2) Date of denial;
(3) Brief statement of the reason given for denial.
None.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental officer, agency or regulatory body.
(1) Name of officer, agency or body;
(2) Date of revocation;
(3) Brief statement of the reason given for revocation.
None.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Policy Distribution."
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
In answer to this item, Registrant incorporates herein by
reference the answer to Item 38.(a), above. Pursuant to an
Amended and Restated Distribution and Administration
Agreement by and between USAA Life and USAA IMCO, dated
December 16, 1994, as amended February 18, 1998 (the
"Agreement"), USAA IMCO will serve as the distributor of the
Policies. The Agreement may be terminated by either party
upon at least 60 days notice to the other party. The
Agreement may not be assigned by either party without the
prior written consent of the other party.
(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
20
<PAGE>
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).
In answer to this item, Registrant incorporates herein by
reference the answer to Item 38.(a), above.
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.
In answer to this item, Registrant incorporates herein by
reference the answer to Item 4., above. USAA IMCO was
organized under the laws of Texas on May 28, 1970.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
Not applicable, because no Policies are currently being
distributed. However, USAA IMCO, the principal underwriter,
is a member of the National Association of Securities
Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale
of securities of the trust and any other functions in connection
therewith exercised by such underwriter in such capacity or
otherwise during the period covered by the financial statements
filed herewith: name of principal underwriter; year; total
payments by security holders; amounts received of (i) sales loads;
(ii) administrative fees; (iii) management fees; (iv) other fees;
and (v) aggregate load, fees, etc. [Chart omitted.]
Not applicable, because no Policies have yet been sold.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company: (1) the nature of such fee or
participation; (2) the name of the person making payment; (3) the
nature of the services rendered in consideration for such fee or
participation; (4) the aggregate amount received during the last
21
<PAGE>
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.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the captions "Policy Distribution," and "Investment
Options."
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities
of the trust and furnish the name and residence address of the
person in charge of such office.
Not applicable, because no Policies have yet been sold.
(c) Furnish the number of individual salesmen for each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such year.
Not applicable, because no Policies have yet been sold.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter: [Chart omitted.]
Not applicable. Registrant incorporates herein by reference
the answer to Item 28.(a), above.
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
22
<PAGE>
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable, because no Policies are currently being
distributed. See the response to Item 35. above, which Registrant
incorporates herein by reference.
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 purpose of determining the
offering price to the public of securities issued by the trust 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;
Shares of the Underlying Funds are valued at net asset
value as supplied to USAA Life by the Underlying Fund
or its agent.
(2) whether opening, closing, bid, asked or any other price is
used;
In answer to this item, Registrant incorporates herein
by reference the answers to Items 16. and 44.(a)(1),
above.
(3) whether price is as of the day of sale or as of any other
time;
In answer to this item, Registrant incorporates herein
by reference the answer to Item 16., above. If
received before 4:00 p.m., Eastern time, the price
will be determined as of 4:00 p.m. that day. If
received after 4:00 p.m., the next day's price will be
used.
(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);
Registrant's assets and liabilities (such as charges
against Registrant) are valued in accordance with
generally-accepted accounting principles on an accrual
basis. Since USAA Life does not expect to incur any
substantial Federal income tax liability for a number
23
<PAGE>
of years, USAA Life does not intend to create a
reserve for its Federal income taxes.
(5) other items which registrant adds to the net asset value in
computing offering price of its securities; [Chart omitted]
Not applicable.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load);
and
(ii) after adding distributor's compensation (load).
Not applicable, because Registrant does not compute
per-unit values and sales loads in the manner
presupposed by this item and Item 44.(b). Appropriate
adjustments will be made for fractions in all
computations.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Such schedule shall be in substantially the following form:
NOTE: If registrant is an issuer of periodic payment plan
certificates, furnish, in lieu of such schedule an
appropriate, comparable schedule showing the acquisition
price of the holders' interest in the underlying securities.
[Schedule omitted.]
1. Value of portfolio securities;
2. Value of other assets;
3. Total (1 plus 2);
4. Liabilities (include accrued expenses and taxes);
5. Value of net assets (3 minus 4);
6. Other charges:
(a) odd lot premiums;
(b) brokerage commissions;
(c) fees for administration;
(d) fees for custodian or trustee;
(e) fees for registrar or transfer agent;
(f) transfer taxes;
(g) reserves;
(h) others; (i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 plus 6(i));
8. Number of units outstanding;
24
<PAGE>
9. Net asset value per unit (four decimals);
(a) excluding other charges (5 divided by 8);
(b) including other charges (7 divided by 8);
10. Adjustment of 9(b) for fractions;
11. Adjusted net asset value per unit;
12. Offering price (show four decimals)
(If any sales load is charged, indicate amount, and
apply percentage load to 11 or other applicable base,
indicating base.);
13. Adjustment of 12 for fractions;
14. Offering price;
15. Accumulated undistributed income per unit
(if not included in 3 and 9);
16. Adjusted price (14 plus 15);
17. Effective load per unit:
(a) In dollars (16 - [9(a) + 15]);
(b) In percentage (17(a) of [9(a) + 15]);
Not applicable. No Policies have yet been
offered for sale to the public. See the response
to Item 44.(a), above, which Registrant
incorporates herein by reference.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
Not applicable. However, in answer to this item, Registrant
incorporates herein by reference the disclosure contained in
the Prospectus set out under the captions "Premium
Payments--Planned Periodic Premium Payments," "Premium
Payments--Annual Target Premium Payments," "Charges and
Deductions--Monthly Deductions: Cost of Insurance Charges,"
"Charges and Deductions--Monthly Deductions: Charges for
Optional Insurance Benefits," "Charges and
Deductions--Surrender Charge," and "Calculating Your Cost of
Insurance."
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;
25
<PAGE>
(c) reason for suspension;
(d) period during which suspension was in effect;
Items 45.(a)-(d) are not applicable, as there have been no
sales.
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;
In answer to this item, Registrant incorporates herein by
reference Item 44.(a)(1), above.
(2) Whether opening, closing, bid, asked or any other price is used;
In answer to this item, Registrant incorporates herein by
reference Item 44.(a)(2), above.
(3) Whether price is as of the day of sale or as of any other time;
In answer to this item, Registrant incorporates herein by
reference Item 44.(a)(3), above.
(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);
In answer to this item, Registrant incorporates herein by
reference Item 44.(a)(4), above.
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities; [Chart omitted]
In answer to this item, Registrant incorporates herein by
reference the disclosure contain the Prospectus set out
under the captions "Charges and Deductions," and "Other
Policy Benefits--Optional Insurance Benefits."
26
<PAGE>
(6) Whether adjustments are made for fractions.
In answer to this item, Registrant incorporates herein by
reference Item 44.(a)(6), above.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at
the latest practicable date. Such schedule shall be in
substantially the following form:
NOTE: If registrant is an issuer of periodic payment plan
certificates, furnish, in lieu of such schedule an appropriate,
comparable schedule showing the acquisition price of the holders'
interest in the underlying securities. [Schedule omitted.]
1. Value of portfolio securities;
2. Value of other assets;
3. Total (1 plus 2);
4. Liabilities (include accrued expenses and taxes);
5. Value of net assets (3 minus 4);
6. Other charges:
(a) odd lot premiums;
(b) brokerage commissions;
(c) fees for administration;
(d) fees for custodian or trustee;
(e) fees for registrar or transfer agent;
(f) transfer taxes;
(g) reserves;
(h) others;
(i) total, 6(a) through 6(h), inclusive;
7. Adjusted value of net assets (5 plus 6(i));
8. Number of units outstanding;
9. Net asset value per unit (four decimals):
(a) excluding other charges (5 divided by 8);
(b) including other charges (7 divided by 8);
10. Adjustment of 9(b) for fractions;
11. Adjusted net asset value per unit;
12. Redemption charge;
13. Adjusted redemption price;
14. Accumulated undistributed income per unit (if not included
in 3 and 9);
15. Actual redemption price (13 plus 14);
16. Effective redemption fee per unit:
(a) In dollars ((9(a) + 14) / 15);
(b) In percentage (16(a) of (9(a) + 14));
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<PAGE>
Not applicable. No policies have been offered for sale
to the public.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interests in the
underlying securities from security holders who exercise redemption or
withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders.
There is no procedure for the purchase of underlying securities or
interests therein from Policy owners who exercise surrender
rights.
State whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items
44 and 46. If any item of expenditure included in the determination of
the valuation is not or may not actually be incurred or expended,
explain the nature of such item and who may benefit from the
transaction.
Not applicable.
V
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust;
(a) Name and principal business address;
(b) Form of organization;
(c) State or other sovereign power under the laws of which the trustee
or custodian was organized;
(d) Name of governmental supervising or examining authority.
28
<PAGE>
Items 48.(a)-(d) are not applicable. Registrant does not
have a trustee or custodian.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable. Registrant does not have a trustee or custodian.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
Not applicable. Registrant does not have a trustee or custodian.
VI
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company;
(b) The types of policies and whether individual or group policies;
(c) The types of risks insured and excluded;
(d) The coverage of the policies;
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put;
(f) The terms and manner of cancellation and of reinstatement;
(g) The method of determining the amount of premiums to be paid by
holders of securities;
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year;
29
<PAGE>
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered
therefor;
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Not applicable. But see the full particulars of the material
insurance-related provisions of the Policies that are
contained in the Prospectus, which Registrant incorporates
herein by reference, set forth under the captions "Death
Benefit," "Other Policy Benefits," and "Payment of Policy
Benefits."
VII
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method
of selection by which particular portfolio securities must or may
be eliminated from assets of the trust or must or may be replaced
by other portfolio securities. If an investment adviser or other
person is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian,
and any principal underwriter, and the amount of remuneration to
be received for such services. If any particular person is not
designated in the indenture or agreement, describe briefly the
method of selection of such person.
In answer to this item, Registrant incorporates herein by
reference the disclosure contained in the Prospectus set out
under the caption "Investment Options--Additions or Changes
to Investment Options." USAA Life will not substitute
another security for those of the Underlying Funds held by
Registrant unless the Commission shall have approved such
substitution, as required by applicable law.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the
period covered by the financial statements filed herewith:
(1) Title of security;
(2) Date of elimination;
30
<PAGE>
(3) Reasons for elimination;
(4) The use of the proceeds from the sale of the eliminated
security;
(5) Title of security substituted, if any;
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated person of the foregoing were
involved in the transaction;
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction;
Not applicable, because no Policies have yet been
issued.
(c) Describe the policy of the trust with respect to the substitution
and elimination of the underlying securities of the trust with
respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment
in a particular industry or group of industries or would
conform to a policy of concentration of investment in a
particular industry or group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
(If this subject has been entirely covered in Item 52.(b), state "not
applicable".)
In answer to this item, Registrant incorporates by reference
herein the responses to Items 52.(a) and 52.(b), above.
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<PAGE>
(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.
In answer to this item, Registrant incorporates herein
by reference the disclosure contained in the
Prospectus set out under the captions "Tax
Matters--Taxation of USAA Life."
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention
with respect to such qualifications during the current taxable
year.
Not applicable because Registrant is not a separate
taxable entity.
VIII
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series
of its securities: [Chart omitted.]
Not applicable. Registrant is deemed to be the issuer of periodic
payment plan certificates.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust. [Chart omitted.]
32
<PAGE>
Not applicable. The Policies are life insurance policies and do
not operate as the usual periodic payment plan certificate.
Furthermore, the Policies have not yet been sold, and Registrant
does not yet have an operating history.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during such period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being issued
by the trust. [Chart and footnotes omitted.]
Not applicable. See the response to Item 55., above, which
Registrant incorporates herein by reference.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
plan certificate currently being issued by the trust. [Chart omitted.]
Not applicable. See the response to Item 55., above, which
Registrant incorporates herein by reference.
58. If the trust is the issuer of periodic payment plan certificates furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
[Chart omitted.]
Not applicable. See the response to Item 55., above, which
Registrant incorporates herein by reference.
59. Financial statements shall be filed in accordance with the instructions
given below. [Instructions omitted.]
FINANCIAL STATEMENTS OF THE TRUST
No financial statements are filed herewith for Registrant, because
Registrant has not yet commenced operations, has no assets or
liabilities, and has not received any income or incurred any expenses.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The financial statements of USAA Life should be considered only as
bearing upon the ability of USAA Life to meet its obligations under
the Policies. They should not be considered as bearing upon the
investment performance of the assets held in Registrant. Registrant
incorporates by reference herein the financial statements and other
text contained under ("Financial Statements") in the Prospectus.
33
<PAGE>
(Notwithstanding general instruction 2.(d) to Form N-8B-2, such
incorporation by reference is being made pursuant to the established
administrative practice of the Commission and its staff, which is
consistent with the Commission's adoption of Regulation S-T and
related amendments to the Commission's rules regarding incorporation
by reference.)
34
<PAGE>
EXHIBITS
(Notwithstanding general instruction 2.(d) to Form N-8B-2, various exhibits,
described below, have been incorporated herein by reference pursuant to the
established administrative practice of the Commission and its staff. Such
practice is consistent with the Commission's adoption of Regulation S-T and
related amendments to the Commission's rules regarding incorporation by
reference.)
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the trust was
organized or issued securities.
Resolution of Board of Directors of USAA Life Insurance
Company establishing The Life Insurance Separate Account of
USAA Life Insurance Company. (The resolution is filed in
lieu of a trust or indenture creating a unit investment
trust.)
The resolution is filed as Exhibit l.(1) to Registrant's
Form S-6 Registration Statement filed contemporaneously,
under the Securities Act of 1933, ("Registration
Statement"), which Registrant incorporates herein by
reference.
(2) The indenture or agreement pursuant to which the proceeds of
payments of securities are held by the custodian or trustee, if
such indenture or agreement is not the same as the indenture or
agreement referred to in paragraph (1).
Not applicable.
(3) Distributing contracts:
(3)(a) Agreements between the trust and principal underwriter
or between the depositor and principal underwriter.
Amended and Restated Distribution and
Administration Agreement by and between USAA
Life Insurance Company and USAA Investment
Management Company, dated December 16, 1994, and
amended and restated, to encompass variable
universal life insurance, dated February 18,
1998.
35
<PAGE>
The Agreement is filed as Exhibit l.(3)(a) to
Registrant's Registration Statement, which
Registrant incorporates herein by reference.
(3)(b) Specimen of typical agreements between principal
underwriter and dealers, managers, sales supervisors
and salesmen.
Not applicable
(3)(c) Schedules of sales commissions referred to in Item
38(c).
Not applicable.
(4) Any agreement between the principal underwriter and the custodian
or trustee other than indentures or agreements set forth in
paragraphs (1), (2) and (3) with respect to the trust or its
securities.
Not applicable.
(5) The form of each type of security.
Form of Variable Universal Life Insurance Policy
(Policy Form No. 31747), including riders.
The policy form is filed as Exhibit 1.(5)
Registrant's Registration Statement, which
Registrant incorporates herein by reference
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
(6)(a) Articles of Incorporation of USAA Life Insurance
Company, as amended.
The Articles of Incorporation are filed as
Exhibit l.(6)(a) to Registrant's Registration
Statement, which Registrant incorporates herein
by reference.
(6)(b) Bylaws of USAA Life Insurance Company.
The Bylaws are filed as Exhibit 1.(6)(b) to
Registrant's Registration Statement, which
Registrant incorporates herein by reference.
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(7) Any insurance policy under a contract between the trust and the
insurance company or between the depositor and the insurance
company, together with the table of insurance premiums.
Not applicable.
(8) Any agreement between the trust or the depositor concerning the
trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
(8)(a) Amended and Restated Underwriting and Administrative
Services Agreement by and between USAA Life Insurance
Company, USAA Life Investment Trust and USAA
Investment Management Company, dated December 16,
1994, amended February 7, 1997, and amended and
restated, to encompass variable life insurance, dated
February 18, 1998.
The Agreement is filed as Exhibit 1.(8)(a) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(b)(i) Investment Advisory Agreement by and between USAA Life
Investment Trust and USAA Investment Management
Company, dated December 16, 1994.
The Agreement is filed as Exhibit 1.(8)(b)(i) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(b)(ii) Amendment to Investment Advisory Agreement by and
between USAA Life Investment Trust and USAA Investment
Management Company, with respect to Funds added to
Trust, dated February 7, 1997.
The Agreement is filed as Exhibit 1.(8)(b)(ii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(b)(iii) Second Amendment to Investment Advisory Agreement by
and between USAA Life Investment Trust and USAA
Investment Management Company, to encompass variable
life insurance, dated February 18, 1998.
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The Agreement is filed as Exhibit 1.(8)(b)(iii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(c)(i) Transfer Agent Agreement by and between USAA Life
Investment Trust and USAA Life Insurance Company,
dated December 15, 1994.
The Agreement is filed as Exhibit 1.(8)(c)(i) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(c)(ii) Letter Agreement by and between USAA Life Investment
Trust and USAA Life Insurance Company, appointing USAA
Life as the Transfer Agent and Dividend Disbursing
Agent for Funds added to Trust, dated February 7,
1997.
The Agreement is filed as Exhibit 1.(8)(c)(ii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(c)(iii) Amendment to Transfer Agent Agreement by and between
USAA Life Investment Trust and USAA Life Insurance
Company, to encompass variable universal life
insurance, dated February 18, 1998.
The Agreement is filed as Exhibit 1.(8)(c)(iii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(d)(i) Amended Participation Agreement by and between Scudder
Variable Life Investment Fund and USAA Life Insurance
Company.
The Agreement is filed as Exhibit 1.(8)(d)(i) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(d)(ii) Amended Participating Contract and Policy Agreement by
and between Scudder Investor Services, Inc. and USAA
Investment Management Company.
The Agreement is filed as Exhibit 1.(8)(d)(ii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
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(8)(d)(iii) Reimbursement Agreement by and between Scudder,
Stevens & Clark, Inc. and USAA life Insurance Company,
dated February 3, 1995.
The Agreement is filed as Exhibit 1.(8)(d)(iii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(d)(iv) Amended Letter Agreement by and between Scudder,
Stevens & Clark, Inc., Scudder Investor Services,
Inc., Scudder Variable Life Investment Fund, USAA Life
Insurance Company and USAA Investment Management
Company.
The Agreement is filed as Exhibit 1.(8)(d)(iv) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(e)(i) Amended Participation Agreement by and between The
Alger American Fund, Fred Alger Management, Inc., Fred
Alger & Company, Incorporated, and USAA Life Insurance
Company.
The Agreement is filed as Exhibit 1.(8)(e)(i) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(e)(ii) Amended Expense Allocation Agreement by and between
Fred Alger Management, Inc., Fred Alger & Company,
Incorporated, and USAA Life Insurance Company.
The Agreement is filed as Exhibit 1.(8)(e)(ii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(8)(f)(i) Participation Agreement by and between BT Insurance
Funds Trust, Bankers Trust Company and USAA Life
Insurance Company.
The Agreement is filed as Exhibit 1.(8)(f)(i) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
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(8)(f)(ii) Expense Allocation Agreement by and between Bankers
Trust Company and USAA Life Insurance Company.
The Agreement is filed as Exhibit 1.(8)(f)(ii) to
Registrant's Registration Statement, which Registrant
incorporates herein by reference.
(9) All other material contracts not entered into in the ordinary
course of business of the trust or of the depositor concerning the
trust.
Not applicable.
(10) Form of application for a periodic payment plan certificate.
(10)(a) Form of Application for the Variable Universal Life
Insurance Policy filed as Exhibit 1.(5).
The form is filed as Exhibit 1.(10)(a) to Registrant's
Registration Statement, and is incorporated herein by
reference.
(10)(b) Proposed Section 1035 Exchange Form.
The form is filed as Exhibit 1.(10)(b) to Registrant's
Registration Statement, which Registrant incorporates
herein by reference.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the
Act prior to the date of the filing of this form.
Not applicable.
(2) Each annual report sent to security holders covering each fiscal
year ending after January 1, 1937, exclusive of reports, copies of
which have heretofore been filed with the Commission pursuant to
the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the trust,
distributed securities of the trust during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, USAA Life
Insurance Company, as depositor of the Registrant, has caused this
registration statement to be duly signed on behalf of the Registrant in the
City of San Antonio and State of Texas on the 30th day of January, 1998.
(SEAL)
Signature: Life Insurance Separate Account of
USAA Life Insurance Company
(Registrant)
By: USAA Life Insurance Company
(On behalf of Registrant and itself)
By: /s/EDWIN L. ROSANE
------------------
EDWIN L. ROSANE
President
Attest: /s/DWAIN A. AKINS
-----------------
DWAIN A. AKINS
Assistant Vice President and
Assistant Secretary
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