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Registration No. _____
As Filed with the Securities and Exchange Commission on October 8, 1998
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEPARATE ACCOUNT TWO
(Name of Unit Investment Trust)
Issuer of periodic payment plan
certificates only for purposes
of information provided herein.
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number:
Separate Account Two ("Separate Account"). IRS Employer Identification
Number: The Separate Account shall report under the employer
identification number of the Depositor - Royal Life Insurance Company
of America ("Royal"). See item 2 below.
(b) Furnish title of each class or series of securities issued by the
trust:
Modified Single Premium Variable Life Insurance Policies ("Policies").
2. Furnish the name and principal business address and Zip Code and the
Internal Revenue Service Employer Identification Number of each depositor
of the trust:
Royal Life Insurance Company of America
P.O. Box 2999
Hartford, Connecticut 06104
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IRS Employer Identification Number: 13-6150240
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.
No Policies are currently being distributed. When such distribution
commences, Hartford Equity Securities Distribution, Inc. will be the
"Principal Underwriter."
Hartford Securities Distribution Company, Inc.
P.O. Box 2999
Hartford, Connecticut 06104
IRS Employer Identification Number: 06-1408044
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Connecticut
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 Separate Account was established pursuant to a resolution of the
Board of Directors of Royal on September 1, 1998. The Separate
Account will continue in existence until its complete liquidation
and the distribution of its assets to the persons entitled to
receive them.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held
by the custodian or trustee.
There is no indenture or trust agreement. Royal, the Depositor, will
perform all functions normally performed by a custodian.
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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 never
been changed, so state.
The Separate Account has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the Separate Account ends on December 31.
MATERIAL LITIGATION
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 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 in itself, is representative of, or one of, a
group of which in the aggregate is material.
There are no material legal proceedings 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 insofar as all policies are
personal to the Owner, and the records concerning the Owner are
maintained by Royal.
(b) Whether the securities are of the cumulative or distributive type.
The Policies are of the cumulative type.
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(c) The rights of security holders with respect to withdrawal or
redemption.
At any time prior to the maturity date, the Owner may surrender the
policy and receive the cash surrender value, provided the policy has
a cash surrender value. An applicant has a limited right to return
his or her policy for cancellation. Subject to applicable state
regulations, if the Owner returns the policy within 10 days after
delivery of the policy, Royal will return to the applicant, within
7 days thereafter, the greater of the premium paid for the Policy, or
the sum of (1) the cash value on the date the returned policy is
received by Royal and (2) any charges deducted under the Policy.
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
The Owner may partially or fully surrender the policy at any time.
The Owner may transfer amounts among Sub-Accounts subject to
restrictions.
(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.
The policy will remain in force until the Cash Surrender Value is
insufficient to cover the Deduction Amount due on a monthly activity
date. Royal will notify the owner of the deficiency in writing and
will provide a 61-day grace period to pay an amount sufficient to
cover the deduction amounts due. The notice will indicate the amount
that must be paid.
The policy will continue through the grace period, but if no
additional premium payment is made, it will terminate at the end of
the grace period. If the person insured under the policy dies during
the grace period, the death benefit payable under the policy will be
reduced by the deduction amounts due and unpaid.
If the policy lapses, you may apply for reinstatement of the policy
by payment of the reinstatement premium show in the policy and any
applicable charges. A request for reinstatement may be made within
five years of lapse. If a loan was outstanding at the time of the
lapse, Royal will require repayment of the loan before permitting
reinstatement. In addition, Royal reserves the right to require
evidence of insurability satisfactory for Royal.
(f) The substance of any provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the
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right to exercise voting rights pertaining to the trust's securities
or the underlying securities and the relationship of such persons to
the trust.
The underlying securities of the Separate Account currently are
shares of Class IA of Hartford Advisers HLS Fund, Inc., Hartford
Bond HLS Fund, Inc., Hartford Capital Appreciation HLS Fund, Inc.,
Hartford Dividend and Growth HLS Fund, Inc., Hartford Growth and
Income HLS Fund, Inc., Hartford Index HLS Fund, Inc., Hartford
International Advisors HLS, Fund, Inc., Hartford International
Opportunities HLS Fund, Inc., Hartford MidCap HLS Fund, Inc.,
Hartford Money Market HLS Fund, Inc., Hartford Mortgage Securities
HLS Fund, Inc., Hartford Small Company HLS Fund, Inc., Hartford
Stock HLS Fund, Inc.
Royal will vote shares of the Funds at regular and special meetings
of the Shareholders of the Funds in accordance with instructions
received from Owners having a voting interest in the Separate
Account. Royal will vote shares for which it has not received
instructions in the same proportion as it votes shares for which it
has received instructions. However, 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 Royal
determines that it is permitted to vote the Fund shares in its own
right, it may elect to do so.
Royal 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 of the Funds or to approve
or disapprove an investment advisory policy for the Funds. In
addition, Royal itself may disregard voting instructions in favor
of changes initiated by an Owner in the investment policy or the
investment adviser of the Funds if Royal 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. In the event Royal does disregard voting instructions,
a summary of that action and the reasons for such action will be
included in the next periodic report to Policy Owners.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
Notice must be given of any such proposed change.
(2) the terms and conditions of the securities issued by the trust.
Notice must be given of any such proposed change.
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(3) the provisions of any indenture or agreement of the trust.
Inapplicable - there is no indenture or agreement of the trust.
See answer to Item 6(b) above.
(4) the identity of the depositor, trustee or custodian.
There is no provision requiring notice to Owners with respect to
any change in the identity of the Separate Account's depositor.
Royal's obligations under the policy, however, cannot be
transferred to any other entity without notice to and consent of
the Owners.
(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.
Consent of Owners may be required when substituting the
underlying securities of the Separate Account. In addition,
to substitute such securities, approval of the Securities and
Exchange Commission may be required in compliance with Section
26(b) of the Investment Company Act of 1940. Hartford may,
however, add additional sub-accounts (hereinafter,
"Sub-Accounts") without the consent of Owners. Except as
required by Federal or State law or regulation, no action will
be taken by Royal which will adversely affect the rights of
Owners without their consent.
(2) the terms and conditions of the securities issued by the trust.
No change in the terms and conditions of the policy can be made
without the consent of the Owners.
(3) the provisions of any indenture or agreement of the trust.
See Item 10(g)(3) above.
(4) the identity of the depositor, trustee or custodian.
There is no provision requiring consent of Owners with respect
to any change in the identity of the Separate Account's
depositor. Royal's obligations under the policy, however,
cannot be transferred to any other entity without notice to
and consent of the Owners. There is no provision requiring
consent of Owners with respect to any change in the identity
of the custodian.
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(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
The policies are life insurance policies with death benefits, cash
values and other traditional life insurance features. The policies are
variable. Unlike the fixed benefits of ordinary whole life insurance,
the account value will, and the death benefit may increase or decrease
based on the investment experience of the Funds to which premium
payments have been allocated. The policies are credited with
Accumulation Units to calculate account values. The policies are issued
on either a single life or last survivor basis. The policy permits the
policy owner to pay a large single premium and, subject to restrictions,
additional premiums. The policy owner may choose a minimum initial
premium of 80%, 90% or 100% of the guideline single premium, based on
the face amount.
While in force, the policy provides for the payment of the death
proceeds to the named beneficiary when the insured dies. The death
proceeds payable to the beneficiary equal the death benefit leas any
loans outstanding. The death benefit equals the greater of (1) the face
amount or (2) the account value multiplied by a specified percentage.
The percentages vary according to the attained age of the insured and
are specified in the policy. Therefore, an increase in account value may
increase the death benefit. However, because the death benefit will
never be less than the face amount, a decrease in account value may
decrease the death benefit but never below the face amount.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which the security holders have an interest.
The securities held in the Separate Account will be shares of registered,
open-end diversified management investment companies (the "Funds")
described below.
HARTFORD ADVISERS HLS FUND
Seeks maximum long-term total rate of return by investing in common stocks
and other equity securities, bonds and other debt securities, and money
market instruments.
HARTFORD BOND HLS FUND
Seeks maximum current income consistent with preservation of capital
by investing primarily in fixed-income securities. Up to 20% of the total
assets of this Fund may be
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invested in debt securities rated in the highest category below investment
grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard &
Poor's) or, if unrated, are determined to be of comparable quality by the
Fund's investment adviser. Securities rated below investment grade are
commonly referred to as "high yield-high risk securities" or "junk bonds."
For more information concerning the risks associated with investing in
such securities, please refer to the section in the accompanying
prospectus for the Funds entitled "Hartford Bond Fund - Investment
Policies."
HARTFORD CAPITAL APPRECIATION HLS FUND
Seeks growth of capital by investing in equity securities selected solely
on the basis of potential for capital appreciation.
HARTFORD DIVIDEND AND GROWTH HLS FUND
Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.
HARTFORD GLOBAL LEADERS HLS FUND
Seeks growth of capital by investing primarily in equity securities issued
by U.S. companies and non-U.S. companies.
HARTFORD GROWTH AND INCOME HLS FUND
Seeks growth of capital and current income by investing primarily in
equity securities with earnings growth potential and steady or rising
dividends.
HARTFORD HIGH YIELD HLS FUND
Seeks high current income by investing in non-investment grade fixed-
income securities. Growth of capital is a secondary objective.
HARTFORD INDEX HLS FUND
Seeks to provide investment results which approximate the price and yield
performance of publicly-traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index.*
HARTFORD INTERNATIONAL ADVISERS HLS FUND
Seeks maximum long-term total return consistent with prudent investment
risk by investing in a portfolio of equity, debt and money market
securities. Securities in which the Fund
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invests primarily will be denominated in non-U.S. currencies and will
be traded in non-U.S. markets.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
Seeks growth of capital by investing primarily in equity securities issued
by non-U.S. companies.
HARTFORD MIDCAP HLS FUND
Seeks to achieve long-term capital growth through capital appreciation by
investing primarily in equity securities.
HARTFORD MORTGAGE SECURITIES HLS FUND
Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related
securities, including securities issued by the Government National
Mortgage Association.
HARTFORD SMALL COMPANY HLS FUND
Seeks growth of capital by investing primarily in equity securities
selected on the basis of potential for capital appreciation.
HARTFORD STOCK HLS FUND
Seeks long-term growth by investing primarily in equity securities.
HARTFORD MONEY MARKET HLS FUND
Seeks maximum current income consistent with liquidity and preservation of
capital.
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 Hartford Funds: the Hartford Advisers HLS Fund, Inc., Hartford
Bond HLS Fund, Inc. Hartford Capital Appreciation HLS Fund, Inc.
Hartford Dividend and Growth HLS Fund, Inc. Hartford Global Leaders
HLS Fund, Inc. Hartford Growth and Income HLS Fund, Inc. Hartford
High Yield HLS Fund, Inc. Hartford Index
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HLS Fund, Inc. Hartford International Advisors HLS Fund, Inc.
Hartford International Opportunities HLS Fund, Inc., Hartford MidCap
HLS Fund, Inc. Hartford Mortgage Securities HLS Fund, Inc. Hartford
Small Company HLS Fund, Inc. Hartford Money Market HLS Fund, Inc.
Hartford HLS Stock Fund, Inc.
(b) Name and principal business address of depositor.
Not Applicable.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Not applicable.
(e) The period during which the securities of such Company have been the
underlying securities.
No underlying securities have been acquired by the Separate Account.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of
the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(1) Principal payments
On the Policy Date and on each Monthly Activity Date, Royal will
deduct a Deduction Amount from the Account Value. The Deduction
Amount will be
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made pro rata from each Sub-Account. The Deduction Amount includes
a cost of insurance charge, a Tax Expense charge under Option 1, an
administrative charge and a mortality and expense risk charge. If
the Cash Surrender Value is not sufficient to cover a Deduction
Amount due on any Monthly Activity Date the Policy may lapse.
If the Account Value on a Policy Anniversary or on any date the
Policy is surrendered is less than $50,000, Royal will deduct an
annual maintenance fee of $30.
The Policy Owner may pay certain deductions and charges by electing
one of two available options at the time the Policy is issued.
Once elected, the Policy Owner Options cannot be changed:
Under Option 1: A Mortality and Expense Risk charge is deducted
monthly from Account Value at an annual rate of .90% in Policy
Years I through 10 and at an annual rate of .50% in Policy Years 11
and beyond.
A Tax Expense charge is also deducted monthly at an annual rate of
.40% for the first 10 Policy Years. An Unamortized Tax charge is
imposed during the first 9 Policy Years on surrenders or partial
surrenders.
Under Option 2: a Mortality and Expense Risk charge is deducted
monthly from Account Value at an annual rate of .65% in Policy
Years 1 through 10 and an annual rate of .50% in Policy Years 11
and beyond. A Tax Expense charge is deducted from any Premium
payment in all Policy Years at an annual rate of 4.0%.
Royal may set up a provision for income taxes against the assets of
the Separate Account.
Upon surrender of the Policy and partial surrenders in excess of the
Annual Withdrawal Amount, a Surrender Charge may be assessed.
(B) See (A), above.
(C) See (A), above.
(D) See (A), above
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(2) Underlying Securities
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Other
Expenses
Management (absent any
Fees (absent expense Total Fund
any fee reimburse- Operating
waivers) ments) Expenses(1)
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<S> <C> <C> <C>
Hartford Bond Fund 0.505% 0.017% 0.522%
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Hartford Stock Fund 0.458% 0.013% 0.471%
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Hartford Money Market Fund 0.450% 0.017% 0.467%
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Hartford Advisers Fund 0.635% 0.014% 0.648%
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Hartford Capital Appreciation Fund 0.641% 0.015% 0.656%
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Hartford Mortgage Securities Fund 0.450% 0.030% 0.480%
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Hartford Index Fund 0.400% 0.015% 0.415%
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Hartford International Opportunities Fund 0.699% 0.081% 0.780%
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Hartford Dividend & Growth Fund 0.662% 0.011% 0.673%
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Hartford International Advisers Fund 0.775% 0.094% 0.869%
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Hartford Small Company Fund 0.772% 0.017% 0.789%
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Hartford MidCap Fund 0.775% 0.071% 0.846%
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Hartford Global Leaders (2) 0.750% 0.200% 0.950%
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Hartford Growth and Income Fund (2) 0.750% 0.150% 0.900%
----------------------------------------------------------------------------------------
Hartford High Yield Fund (2) 0.750% 0.150% 0.900%
----------------------------------------------------------------------------------------
</TABLE>
(1) Management Fees generally represent the fees paid to the
investment adviser or its affiliate for investment and
administrative services provided. Other Expenses are expenses
(other than Management Fees) which are deducted from the fund
including legal, accounting and
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custodian fees. For a complete description of the nature of the
services provided in consideration of the operating expenses
deducted, please see the Fund prospectuses.
(2) Hartford Global Leaders Fund, Hartford High Yield Fund, and
Hartford Growth and Income Fund are new Funds. "Total Fund
Operating Expenses" are based on annualized estimates of such
expenses to be incurred in the current fiscal year. HL
Investement Advisors, Inc. has agreed to waive its fees for these
until the assets of the Funds (excluding assets contributed by
companies affiliated with HL Investments Advisors, Inc.) reach $20
million. After this waiver, the Management Fee and Total Fund
Operating Expenses would be:
All Management fees are paid to the Funds' Investment Manager, HL
Investment Advisors, Inc.
(3) Distributions.
None with respect to distributions on death of the insured.
(4) Cumulated or reinvested distributions or income.
All investment income and other distributions are reinvested in the
Fund shares at net asset value.
(5) Redeemed or liquidated assets.
Upon surrender of the policy or partial surrenders in excess of the
annual withdrawal amount, a surrender charge may be assessed. In
policy years 1 through 3, the charge is 7.5% of the surrendered
account value attributable to premiums paid. In policy years 4
through 5, this charge is 6%. In policy years 6 through 7, the
charge is 4%. In policy years 8 through 9, the charge is 2%. After
the ninth policy year there is no charge. The surrender charge is
imposed to cover a portion of the sales expense incurred by Royal
in distributing the policies. This expense includes agent
commissions, advertising and printing of prospectuses. If the
account value on the date the policy is surrendered is less than
$50,000, Royal will deduct an annual maintenance fee of $30. This
fee will help reimburse for administrative and maintenance costs of
the policies.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal payments.
See response to Item 13(a)(1).
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(c) State (1) the amount of sales load as a percentage of the net amount
invested, and (2) the amount of total deductions as a percentage of
the net amount invested for each type of security issued by the
trust.
(1) The policy has no front end sales load. A surrender charge of
no more than 7.5% may be deducted from amounts surrendered.
(2) Same as above.
(d) 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.
Royal does not expect to incur any federal income tax on the earnings
or realized capital gains attributable to the Separate Account.
However, if Royal incurs income taxes attributable to the Separate
Account or determines that such taxes may be incurred, it may assess
a charge for taxes against the Separate Account.
(e) 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 underlying securities, and describe fully the nature
and extent of such profits or benefits.
Neither Royal, principal underwriter nor custodian of the Separate
Account nor any affiliated person of the foregoing, may receive any
profit or any other benefit not included in answer to Item 13(a) or
13(d) through the sale or purchase of the policy or Fund shares.
(f) 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.
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.
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If an applicant wishes to purchase a Policy, the applicant must submit an
application to Royal. A Policy will be issued only on the lives of
Insureds age 90 and under who supply evidence of insurability satisfactory
to Royal. Acceptance is subject to Royal's underwriting rules and Royal
reserves the right to reject an application for any reason. No change in
the terms or conditions of a Policy will be made without your consent.
The Policy will be effective on the Policy Date only after Royal has
received all outstanding delivery requirements and received the initial
premium. The Policy Date is the date used to determine all future
cyclical transactions on the Policy, E.G., Monthly Activity Date, Policy
Months and Policy Years. The Policy Date may be prior to, or the same
as, the date the Policy is issued ("Issue Date").
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.
Within three business days of receipt of a completed application and the
initial premium payment at Royal's Home Office, Royal will allocate the
entire premium payment to the Hartford Money Market Sub-Account. After
the expiration of the right to cancel period, the Account Value in
Hartford Money Market Sub-Account will be allocated among the Funds in
whole percentages to purchase Accumulation Units in the applicable
Sub-Accounts as you direct in the application. Premiums received on or
after the expiration of the right to cancel period will be allocated
among the Sub-Accounts to purchase Accumulation Units in such
Sub-Accounts as directed by you or, in the absence of directions, as
specified in the original application. The number of Accumulation Units
in each Sub-Account to be credited to a Policy (including the initial
allocation to Hartford Money Market Sub-Account) will be determined
first by multiplying the premium payment by the percentage to be
allocated to each Fund to determine the portion to be invested in the
Sub-Account. Each portion to be invested in each Sub-Account is then
divided by the Accumulation Unit Value of that particular Sub-Account
next computed after receipt of the premium payment.
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 item 15, above.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
A policy owner may elect, by written request, to make surrenders form
the cash surrender value. The cash surrender value, after a partial
surrender, must at least
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equal Royal's minimum amount rules then in effect; otherwise, the
request will be treated as a request for full surrender. The
surrender will be deducted pro rata from each Sub-Account, unless
the policy owner instructs otherwise. The face amount will be
reduced proportionate to the reduction in the account value due to
the partial surrender.
(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.
Royal is required to honor withdrawal requests as described in Items
10(c) and 17(a). With respect to the Separate Account's underlying
securities, the Funds are required to redeem their 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.
When cash values under a policy are surrendered, those securities are
cancelled.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
All income and other distributable funds of the Separate Account are
reinvested in Fund shares and are added to the assets of the Separate
Account.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not Applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner of
handling the same.
There are no reserves currently established in the Separate Account.
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(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three (3) 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. The Separate Account has not
commenced operations.
19. Describe the procedure with respect to 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.
Royal will undertake all administration with respect to the policies
and the Separate Account including making and maintaining all records
relating to Owner accounts and providing reports to Owners.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
See Item 10(g)(3) above.
(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.
Royal performs all functions customarily performed by a custodian or
trustee. The Separate Account shall continue until the Separate
Account's assets have been completely distributed or liquidated and
the proceeds of the liquidation distributed by Royal to Owners.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
17
<PAGE>
Not Applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations, and functions.
See Item 20(c).
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
See Item 20(c).
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
An Owner may obtain a cash loan from Royal. The aggregate loans may
not exceed 90% of the cash value.
(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.
An Owner may obtain a cash loan from Royal. The aggregate loans may
not exceed 90% of the cash value.
The amount of the loan will be transferred on a pro rata form each
Sub-Account attributable to the policy (unless policy owner specifies
otherwise) to the loan account. The amount allocated to the loan
account will earn interest of 4% per annum (6% for preferred loans).
The amount of the loan account that equals the difference between the
cash value and the total of all premium paid under the policy is
considered a preferred loan.
(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.
18
<PAGE>
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.
There is no such provision or agreement.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
A blanket fidelity bond has been issued by Aetna Casualty and Surety
Company in the aggregate of $50,000,000 covering the officers, directors
and employees of Hartford and affiliated companies.
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 on Item 10 or Items 14 to 23, inclusive.
The policy may be assigned as collateral for a loan or other obligation.
The policy owner may change the Beneficiary (unless irrevocably named)
during the lifetime of the Insureds by written request to Royal.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form or 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.
Royal was originally incorporated in Connecticut in 1963 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.
Not Applicable.
19
<PAGE>
(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.
See Item 13(a).
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 the circumstances surrounding such cessation.
Royal conducts a life insurance business. Royal is licensed to conduct a
life and health insurance business, both ordinary and group in all states,
except New York and Hawaii.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practical 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) Officers and directors names - see table below.
The address for all officers and directors is:
P.O. Box 2999
Hartford, CT 06104
(2) Relationship - See table below.
(3) No officer or director owns 5% or more of the outstanding voting
securities of the depositor.
(4) Ownership of Trust
Not Applicable.
(5) Positions of officers and directors with other companies - see
table below.
20
<PAGE>
(6) Royal is a stock life insurance company ultimately owned by
Hartford Financial Services Group, Inc., a Delaware corporation.
Hartford is a subsidiary of Hartford Fire Insurance Company.
(b) Furnish a brief statement of the business experience during the last
five (5) years of each officer, director or partner of the depositor.
The following are the officers and directors of Royal:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
OTHER BUSINESS PROFESSION, VOCATION OR
POSITION WITH ROYAL, YEAR OF EMPLOYMENT FOR PAST FIVE YEARS; OTHER
NAME, AGE ELECTION DIRECTORSHIPS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gregory A. Boyko, 47 Senior Vice President, 1998 Vice President and Controller (1995-
Treasurer 1997), Hartford Life Insurance Company
Director (Hartford); Director (1997-Present);
Senior Vice President (1997-Present),
Chief Financial Officer & Treasurer
(1997-1998); Vice President & Controller
(1995-1997), Hartford Life and Accident
Insurance Company; Senior Vice President,
Chief Financial Officer & Treasurer (1997-
Present), Hartford Life, Inc.; Chief
Financial Officer (1994-1995), IMG American
Life; Senior Vice President (1992-1994),
Connecticut Mutual Life Insurance Company.
- -----------------------------------------------------------------------------------------------------------------------------
Lynda Godkin, 44 Senior Vice President, 1998 Associate General Counsel (1995-1996);
Corporate Secretary Assistant General Counsel and Secretary
Director (1994-1995); Counsel (1990-1994), Hartford;
Director (1997-Present); Senior Vice President
(1997-Present); General Counsel (1996-Present);
Corporate Secretary (1995-Present); Associate
General Counsel (1995-1996); Assistant General
Counsel and Secretary (1994-1995); Counsel (1990-
1994), Hartford Life and Accident Insurance
Company; Vice President and General Counsel (1997-
Present), Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
John P. Ginnetti, 52 Director, 1998 Senior Vice President - Individual Life and
Annuity Division (1988-1994), Hartford; Director
(1998-Present); Executive Vice President & Director,
Asset Management Services (1994-Present); Senior
Vice
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
President - Individual Life and Annuity Division
(1988-1994), Hartford Life and Accident Insurance
Company; Executive Vice President, Asset
Management, Hartford Life, Inc. (1997-Present).
- -----------------------------------------------------------------------------------------------------------------------------
Thomas M. Marra, 39 Director, 1998 Senior Vice President (1994-1995); Vice President
(1989-1994); Actuary (1987-1995), Hartford;
Director (1994-Present); Executive Vice President
(1995-Present); Senior Vice President (1994-1995);
Director, Individual Life and Annuity Division
(1994-Present); Actuary (1987-1997), Hartford Life
and Accident Insurance Company; Executive Vice
President, Individual Life and Annuities (1997-
Present), Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
Charles F. Shabunia, 51 Vice President, 1998 Assistant Vice President, Hartford (1977-Present)
Controller
- -----------------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith, 58 President, 1998 Chief Operating Officer (1989-1997), Hartford;
Director Director (1981-Present); President (1989-Present);
Chief Executive Officer (1997-Present); Chief
Operating Officer (1989-1997), Hartford Life and
Accident Insurance Company; Chief Executive Officer
and President and Director (1997-Present), Hartford
Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
Raymond P. Welnicki, 49 Director, 1998 Vice President (1993-1994), Hartford; Director
(1994-Present); Senior Vice President (1995-Present);
Director, Employee Benefit Division (1997-Present);
Vice President (1993-1995), Hartford Life and
Accident Insurance Company; Senior Vice President,
Employee Benefits (1997-Present), Hartford Life,
Inc.; Board of Directors, Ethix Corp.
- -----------------------------------------------------------------------------------------------------------------------------
Lizabeth Zlatkus, 39 Director, 1998 Vice President (1994-1997); Assistant Vice President
(1992-1994), Hartford; Director (1994-Present);
Senior Vice President (1997-Present); Vice President
(1994-1997); Assistant Vice President (1992-1994),
Hartford Life and Accident Insurance Company; Vice
President, Group Life and Disability (1997-Present),
Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
Craig R. Raymond, 37 Senior Vice President, 1998 Vice President (1993-1997); Assistant Vice
Chief Actuary President (1992-1993); Actuary (1990-1994), Hartford;
Senior Vice
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
President (1997-Present); Chief Actuary (1995-
Present); Vice President (1993-1997); Actuary (1990-
1995), Hartford Life and Accident Insurance Company;
Vice President and Chief Actuary (1997-Present),
Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes date of election to Board of Directors of Royal.
** Affiliated Company of The Hartford Financial Services Group, Inc.
Unless otherwise indicated, the principal business address of each the
above individuals is P.O. Box 2999, Hartford, CT 06104-2999.
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 five (5%) or more of the outstanding voting
securities of the depositor.
Royal is ultimately controlled by Hartford Financial Services Group, Inc.,
a Delaware corporation.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Item 28, 29 and 42,
who directly or indirectly controls the depositor.
None.
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 the date hereof the Separate Account had not
yet commenced operations.
(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
23
<PAGE>
amount paid by the depositor itself and the aggregate amount paid
by all the subsidiaries:
Not applicable, as of the date hereof the Separate Account had not
yet commenced operations.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor:
Not applicable, as of the date hereof the Separate Account had not
yet commenced operations.
COMPENSATION OF DIRECTORS OF DEPOSITOR
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 Item 31.
(b) indirectly, or through subsidiaries, to directors:
Not applicable, see Item 31.
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.
Not applicable, see Item 31.
(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 manager, 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
24
<PAGE>
clerical employees; and (4) others (specify). If a person is
employed in more than one capacity, classify according to
predominant type of work.
Not applicable, see Item 31.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any persons (exclusive of persons
whose remuneration is reported in Item 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 Item 31.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discontinued, indicating by appropriate letter the status
with respect to each state.
No sales of the Policies have been made or are currently being made. It is
presently proposed to sell the Policies in the states where Royal is
licensed to do business.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not Applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937 any Federal or state
governmental officer, agency or regulatory body denied authority to
distribute securities of the trust, excluding a denial which was
merely a procedural step prior to any determination by such
officer, etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
25
<PAGE>
(3) Brief statement of reasons 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 of reason given for revocation.
Not Applicable
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Royal intends to sell the Policies in all jurisdictions where it is
licensed to do business. The Policies will be sold by life
insurance sales representatives who represent Royal and who are
registered representatives of Hartford Securities Distribution,
Inc. ("HSD"). Any sales representative or employee will have been
qualified to sell variable life insurance policies under applicable
Federal and state laws. HSD is registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and
all are members of the National Association of Securities Dealers,
Inc. HSD is the principal underwriter for the Policies.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
Royal intends to execute an agreement between Hartford Securities
Distribution, Inc. and Royal whereby the underwriter will distribute
the Policies.
(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
26
<PAGE>
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).
See Exhibit A(3)(c).
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.
The Principal Underwriter is a corporation organized under the laws
of the state of Connecticut on August 24, 1994.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
The Policies are not currently being distributed. However, 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.
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.
27
<PAGE>
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.
The principal underwriter is registered as a broker-dealer with the
NASD and acts as the principal underwriter for numerous separate
accounts of affiliates of Royal.
(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 names and residence address of the person
in charge of such office.
Not Applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not Applicable.
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.
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.
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
28
<PAGE>
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:
Premiums to be allocated to the Separate Account will be invested at
net asset value in any of the Funds in accordance with the selection
made by the Owner. Allocations are then made among the Investment
Divisions of the Separate Account.
The Sub-Account Value will fluctuate in accordance with the
Sub-Account results of the Sub-Account Divisions. The Sub-Account
Value on any Valuation Day is calculated by multiplying the number
of Accumulation Units credited to the policy in each Sub-Account
Division as of the Valuation Day by the then Accumulation Unit
Value of that Sub-Account Division and then summing the result for
all the Sub-Account Divisions credited to the policy and the value
of the amounts transferred to the loan accounts.
(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 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 person 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
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 statement 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.
29
<PAGE>
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 sources of quotations used to determine the value of
portfolio securities.
Provided by the custodian for the Fund and will be used to value
Accumulation Units issued with respect to each of the respective
Investment Divisions of the Separate Account.
(2) Whether opening, closing, bid, asked or any other price is used.
Net Asset Value is used.
(3) Whether price is as of the day of sale or as of any other time.
As of the next Valuation Day.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See Items 13(d), 17(a) and 18(c).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities.
See above.
(6) Whether adjustments are made for fractions.
Not Applicable.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest
practicable date.
As of the date hereof, no Individual Policies have been offered for
sale.
30
<PAGE>
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. State
whether the method of valuation of such underlying securities or
interest in underlying securities differs from that set forth in Items 44
and 46. If any item of expenditure included in the determination of the
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.
No person maintains a position in the underlying securities held in the
Separate Account. Any of the Fund shares tendered for redemption will be
redeemed at their per share net asset value. Reference is made to Item 46
for a description of the redemption procedure. Redeemed Fund shares are
cancelled and may not be reissued. The method of valuation of such
underlying securities does not differ from that set forth in Items 44 and
46.
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.
Royal will perform all functions normally performed by a custodian.
Its address is:
Royal Life Insurance Company of America
P.O. Box 2999
Hartford, Connecticut 06104
(b) Form of organization.
Royal is a corporation.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
31
<PAGE>
Royal Life Insurance Company was originally incorporated under the
laws of Connecticut on September 16, 1963.
(d) Name of governmental supervising or examining authority.
Royal as an insurance company is subject to regulation by the
Connecticut Insurance Department.
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 amounts.
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.
Neither Royal nor any other person may create a lien on the assets of the
registrant Separate Account.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
Royal Life Insurance Company of America
P.O. Box 2999
Hartford, CT 06104
(b) The types of policies and whether individual or group policies.
The Policies are modified single premium variable life insurance
policies and are issued on a individual basis to eligible persons.
(c) The types of risks insured and excluded.
32
<PAGE>
No other benefits are provided through the Separate Account. A death
benefit is payable to the beneficiary upon the death of the insured
person. There are no exclusions.
(d) The coverage of policies.
See paragraph (c) of this item.
(e) The beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
The recipient of the benefits of the insurance undertakings described
in Item 51(c) is the Beneficiary. There is no limitation on the use
of the proceeds.
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are integral parts
of the Policy and may not be terminated while the Policy remains in
effect.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See Item 13(a) for the information on the amount and method of
assessing the charges for the insurance undertakings described in
Item 51(b).
(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 person and the amount involved,
and the nature of the services rendered therefor.
No person other than Royal receives the amounts deducted for:
(1) cost of insurance; (2) administration and other expenses;
(3) state premium tax and federal taxes; and (4) mortality and
expense risks.
Royal may reinsure all or a portion of the risk and would pay a
reinsurance premium for such reinsurance.
33
<PAGE>
(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 the 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.
Royal may not substitute another security for the underlying
securities of the trust without notice to and consent by Owners and
unless the Securities and Exchange Commission shall have approved
such substitution.
(b) Furnish 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;
Shares of another Fund may be substituted for those of any of
the current Funds if shares of any of these Funds are no longer
available for investment, or if, in the judgment of Royal's
management, further investment in shares of any Fund should
become inappropriate in view of the purposes of the Policies.
(2) the type of securities which may be substituted for any
underlying security;
34
<PAGE>
Shares of another Fund.
(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;
The method of substitution, as described in 52(a), would not
result in the concentration of investment in a particular
industry or group of industries or would conform to such a
policy.
(4) whether such substituted securities may be the securities of
another investment company; and
See Item 52(a)
(5) The substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in this
regard.
See 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.
Royal is taxed as a life insurance company under the Code. Since the
Separate Account is not a separate entity from Royal and its
operations form a part of Royal, it will not be taxed separately as a
"regulated investment company" under Sub-chapter M of the Code.
(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 qualification during the current taxable year.
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Not Applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not Applicable.
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 of the type currently
being 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 the 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 issued by the trust.
Not Applicable.
57. If the trust is the issuer of periodic payment 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 certificates outstanding as at the latest practicable date.
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Not Applicable.
59. Financial Statements:
FINANCIAL STATEMENTS OF THE TRUST
No financial statements are filed for the Separate Account. It has not yet
commenced operations, has no assets or liabilities and has received no
income nor incurred any expense. Financial statements will be included in
an Amended Registration Statement listed on Form S-6 filed by the
registrant pursuant to the Securities Act of 1933.
FINANCIAL STATEMENT OF THE DEPOSITOR
The financial statements of Royal will be included in an Amended
Registration Statement on Form S-6 filed by the registrant pursuant to the
Securities Act of 1933.
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EXHIBITS
A. (1) Resolution of Board of Directors of Hartford authorizing the
establishment of Separate Account Two.*
(2) Not applicable.
(3)(a) Principal Underwriting Agreement will be filed by amendment 1.**
(3)(b) Form of Selling Agreements.**
(3)(c) Not Applicable.
(4) Not Applicable.
(5) Form of Individual Modified Single Premium Variable Life
Insurance Policy.*
(6)(a) Charter of Royal.*
(6)(b) Bylaws of Royal.*
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
(10) Form of Application of Modified Single Premium Variable Life
Insurance Policies.*
B. (1) Not Applicable.
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(2) Not Applicable.
C. Not Applicable.
- -----------------------
(*) Incorporated by reference to the Registration Statement of Form S-6 of
Separate Account Two, filed contemporaneously with the Securities and
Exchange Commission.
(**) To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Sponsor/Depositor of the Registrant has caused this Registration Statement to
be duly signed on behalf of the Registrant in the City of Simsbury and State
of Connecticut on the 8th day of October, 1998.
<TABLE>
<S> <C>
(Seal) Royal Life Insurance Company of America -
Separate Account Two
(Registrant)
By: Royal Life Insurance Company of America
(Sponsor/Depositor)
Attest: /s/ Thomas S. Clark By: /s/ Lynda Godkin
------------------------------ ------------------------------
Thomas S. Clark Lynda Godkin
Attorney Senior Vice President, General Counsel
and Corporate Secretary
</TABLE>
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