(As filed with the Securities and Exchange Commission on October 16, 1998)
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
PHLVIC VARIABLE UNIVERSAL LIFE ACCOUNT
(Name of Unit Investment Trust)
Issuer of periodic payment plan
certificates only for purposes of information
provided herein
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I.
ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
PHLVIC Variable Universal Life Account (the "VUL
Account"). There is no IRS Employer Identification
Number.
(b) Furnish title of each class or series of securities issued by
the trust.
Flexible Premium Variable Life Insurance Policies
("Policies").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
PHL Variable Insurance Company ("PHL Variable")
100 Bright Meadow Boulevard
Enfield, CT 06083
IRS Employer Identification Number: 06-1045829
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
Not applicable.
4. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
Distribution of the Policies has not commenced. When such
distribution commences, Phoenix Equity Planning Corporation is
expected to act as principal underwriter.
Phoenix Equity Planning Corporation ("PEPCO")
100 Bright Meadow Boulevard
Enfield, CT 06083
IRS Employer Identification Number: 06-0847856
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 VUL Account was established under Connecticut law
pursuant to a resolution of the Board of Directors of
PHL Variable on September 10, 1998. The VUL Account will
continue in existence until the Board of Directors
directs that it be terminated.
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(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to which
the proceeds of payments on securities issued or to be issued
by the trust are held by the custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the name
has never been changed, so state.
The VUL Account has never had any other name.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the VUL Account ends on December 31.
Material Litigation
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9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
No such legal or administrative proceedings are pending.
II.
GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust
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and the Rights of Holders.
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10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies are of the registered type in that they are
issued to and bear the name of the Policyowner, and records
concerning the Policyowners are maintained by or on behalf of
PHL Variable. (The term Policyowner and other key terms are
defined in the Registration Statement filed on Form S-6. See
Exhibit D to this Registration Statement for the definitions
of these terms).
(b) Whether the securities are of the cumulative or distributive
type.
The Policies are of the cumulative type, providing for no
direct distribution of income, dividends or capital gains
except in connection with surrenders or death benefits.
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(c) The rights of security holders with respect to withdrawal or
redemption.
A Policy may be returned by mailing or delivering it
to PHL Variable within ten days after the Policyowner
receives it; within ten days after PHL Variable mails
or delivers a written notice of withdrawal right to
the Policyowner; or within 45 days after the
Policyowner signs the application for insurance,
whichever occurs latest. The returned Policy is
treated as if PHL Variable never issued the Policy
and, except for Policies issued with a temporary
money market allocation amendment, PHL Variable will
return the sum of the following as of the date it
receives the return Policy; (i) the then current
Policy Value less any unrepaid loans and loan
interest; plus (ii) any monthly deductions, partial
surrender fees, other charges made under the Policy,
and any investment advisory fees deducted from the
assets of the Funds. The amount returned for Policies
issued with the amendment will equal premium paid
less any unrepaid loans and loan interest, and less
any partial surrender amounts paid.
At any time during the lifetime of the Insured and
while the Policy is In Force, the Policyowner may
partially or fully surrender the Policy. The amount
available for surrender is the surrender value at the
end of the valuation period during which the
surrender request is received by PHL Variable. The
surrender value is the Cash Value less any
indebtedness under the Policy.
Upon partial or full surrender PHL Variable generally
will pay the amount surrendered to the Policyowner
within seven (7) days after PHL Variable receives the
written request for the surrender. Payment of any
amount upon complete or partial surrender may be
postponed whenever: (i) The New York Stock Exchange
is closed other than customary weekend and holiday
closings, or trading on the New York Stock Exchange
is restricted as determined by the Securities and
Exchange Commission; (ii) the Commission by order
permits postponement for the protection of
Policyowners; or (iii) an emergency exists, as
determined by the Commission, as a result of which
disposal of securities is not reasonably practicable
or it is not practicable to determine the value of
the VUL Account's net assets. The applicable rules
and regulations of the Securities and Exchange
Commission shall govern as to whether the conditions
described in (ii) and (iii) exist.
Upon the death of the Insured under the Policy, the
beneficiary is entitled to receive the death benefit
under the Policy. Under Option 1, the death benefit
equals the greater of the Policy Face Amount or the
minimum death benefit on the date of the Insured's
death. Under Option 2, the death benefit equals the
greater of the Policy Face Amount plus the Policy
Value or the minimum death benefit on the date of the
Insured's death. The minimum death benefit payable is
the Policy Value on the date of the Insured's death
increased by the applicable percentage from the table
contained in the Policy.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
At any time during the first two Policy Years, a
Policyowner may exchange a Policy without evidence of
insurability for a fixed benefit whole life insurance
policy on the life of the Insured. Under the Whole Life
Exchange Rider attached to the Policy, the Policyowner
may exchange the Policy for a fixed benefit whole life
policy at the later of age 65 or Policy Year 15. The
benefits under the whole life policy will not vary with
the investment experience of Subaccounts in a separate
account. The Policyowner may elect that the new policy
either have the same death benefit or the same net
amount at risk (death benefit less the Cash
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Value) as the exchanged Policy. The date of issue, issue
age, and risk class will be the same as existed under the
exchanged Policy.
The new policy will be issued after PHL Variable
receives a completed application for exchange of the
Policy accompanied by the Policy to be exchanged, the
release of any assignments against the Policy, and a
surrender and release of the Policy. If a Policy loan
was outstanding, the new policy will be subject to such
loan. There may be additional premium required on the
exchange. The payment will be equal to the excess, if
any, of the surrender value of the fixed benefit whole
life policy over the surrender value of the exchanged
Policy on the date of exchange.
A Policyowner may transfer all or a portion of the
existing funds supporting the Policy among Subaccounts.
The Company reserves the right to limit the number of
transfers made during a Policy Year but in no event will
the number allowed be less than six (6).
Also, PHL Variable reserves the right to set a minimum
transfer amount, up to $500. Partial surrenders of the
Policy may be made at any time before the death of the
Insured. PHL Variable may also require that the Policy
be returned before payment is made. PHL Variable may set
a minimum partial surrender amount, up to $500.
A Policyowner may assign the rights in a Policy, as
permitted by applicable law. PHL Variable will not
recognize an assignment until the original or a copy of
the assignment has been received at the designated
office.
(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture
or agreement with respect to lapses or defaults by security
holders in making principal payments, and with respect to
reinstatement.
Although the VUL Account may not necessarily be
considered an issuer of periodic payment plan
certificates, the Policy does contain provisions
concerning lapses or defaults. If on any Monthly
Calculation Day during the first two Policy Years, the
Policy value is insufficient to cover the monthly
deduction, a grace period of 61 days will be allowed for
the payment of an amount equal to three times the
required monthly deduction. If on any Monthly Calculation
Day during any subsequent Policy Year, the Cash Surrender
Value (which has become positive) is less than the
required monthly deduction, a grace period of 61 days
will be allowed for the payment of an amount equal to
three times the required monthly deduction. However,
until the Cash Surrender Value becomes positive for the
first time, the Policy will not lapse as long as all
premiums planned at issue have been paid. If the
additional amount is not paid by the end of the grace
period, the Policy will lapse.
(f) The substance of the provisions of any indenture or
agreement with respect to voting rights, together with the
names of any persons other than security holders given the
right to exercise voting rights pertaining to the trust's
securities or the underlying securities and the relationship
of such persons to the trust.
PHL Variable will vote the Fund shares held by the
Subaccounts of the VUL Account at meetings of
shareholders of the Funds. To the extent required by law,
such voting will be in accordance with instructions
received from the Policyowner. If the Investment Company
Act of 1940 or any regulation thereunder should be
amended or if the present interpretation thereof should
change, and as a result PHL Variable determines that it
is permitted to vote the Fund shares in its own right, it
may elect to do so.
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The number of votes that a Policyowner has the right to
cast will be determined by applying the Policyowner's
percentage interest in a Subaccount to the total number
of votes attributable to the Subaccount. In determining
the number of votes, fractional shares will be
recognized.
Fund shares held in each Subaccount for which no timely
instructions are received, and Fund shares which are not
otherwise attributable to Policyowners, will be voted by
PHL Variable in proportion to the voting instructions
that are received with respect to all Policies
participating in that Subaccount. Voting instructions to
abstain on any item to be voted upon will be applied to
reduce the votes eligible to be cast by PHL Variable.
To the extent required, each Policyowner will receive
proxy materials, reports and other materials relating to
the Funds.
PHL Variable may, when required by state insurance
regulatory authorities, disregard voting instructions if
the instructions require that the shares be voted so as
to cause a change in the sub-classification or investment
objective of one or more Series of the Funds or to
approve or disapprove an investment advisory contract for
the Funds. In addition, PHL Variable may disregard the
voting instructions of Policyowners regarding changes in
the investment policy or the investment advisers of the
Funds if PHL Variable reasonably disapproves of such
changes. A change would be disapproved only if the
proposed change is contrary to state law or prohibited by
state regulatory authorities or if PHL Variable
determined that the change would have an adverse effect
on the General Account because the proposed investment
policy for a Series may result in overly speculative or
unsound investments. In the event PHL Variable does
disregard voting instructions, a summary of that action
and the reasons therefor will be included in the next
periodic report to Policyowners.
(g) Whether security holders must be given notice of any change
in:
(1) the composition of the assets of the trust.
Consent of the Policyowners is not required when changing
the underlying securities of the VUL Account. However, to
change such securities, approval of the Securities and
Exchange Commission is required by 26(b) of the
Investment Company Act of 1940. Except as required by
Federal or state law or regulation, no action will be
taken by PHL Variable which will adversely affect the
rights of Policyowners without their consent.
(2) the terms and conditions of the securities issued by
the trust.
Yes.
(3) the provisions of any indenture or agreement of the
trust.
No change in the resolution establishing the VUL Account
or in any agreement relating to the manner in which it is
operated will be made without notice to Policyowners if
such change would adversely affect any right or benefit
to which they are entitled.
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(4) the identity of the depositor, trustees or custodian.
The VUL Account has no trustee or custodian.
There is no provision requiring notice to, or
consent of, Policyowners with respect to a
change in the identity of the VUL Account's
depositor.
(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of assets of the trust.
No. See answer to item 11.
(2) the terms and conditions of the securities issued by the
trust.
Yes. The Policies may be modified at any time by written
agreement between PHL Variable and the Policyowner.
(3) the provisions of any indenture or agreement of the
trust.
No. There is no trust agreement. See answer to item
10(g)(3).
(4) the identity of the depositor, trustee or custodian.
No. See answer to item 10(g)(4).
(i) Any other principal feature of the securities issued by the
trust or any other principal right, privilege or obligation
not covered by subdivision (a) to (g) or by any other item in
this form.
(1) Eligible Purchasers
Any person up to the age of 75 is eligible to be
insured under a newly purchased Policy after
providing acceptable evidence of insurability. A
person can purchase a Policy to insure the life
of another person provided that the Policyowner
has an insurable interest in the life of the
Insured and the Insured consents. Where
permitted by state law, the Policy may also be
purchased on a group basis on behalf of members
of the group.
(2) Minimum Policy Face Amount
The minimum Policy Face Amount is $25,000.
(3) Premium Payment
The minimum Issue Premium for a Policy is
generally 1/6 of the Planned Annual Premium. The
Issue Premium is due on the Policy Date. The
Insured must be alive when the Issue Premium is
paid. Thereafter, the amount and payment
frequency of planned premiums are as shown on
the schedule page of the Policy.
Any premium payments will be reduced by the
applicable premium tax and will be reduced by a
Federal Tax Charge of 1.50%. The Issue Premium
also will be
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reduced by the Issue Expense Charge on a pro
rata basis in equal monthly installments over a
12-month period. Any unpaid balance of the Issue
Expense Charge will be paid to PHL Variable upon
Policy Lapse or termination.
Premium payments received during a grace period
also will be reduced by the amount needed to
cover any monthly deductions during the grace
period. The remainder will be applied on the
Payment Date to the various Subaccounts of the
VUL Account or to the GIA, based on the premium
allocation schedule elected in the application
for the Policy or as later changed.
The number of units credited to a Subaccount of
the VUL Account will be determined by dividing
the portion of the net premium applied to that
Subaccount by the unit value of the Subaccount
on the Payment Date.
A Policyowner may increase or decrease the
planned premium amount or payment frequency at
any time by written notice to Variable and
Universal Life Administration. PHL Variable
reserves the right to limit increases to such
maximums as may be established from time to
time. Additional premium payments may be made at
any time. Each premium payment must at least
equal $25 or, if made during a grace period, the
payment must equal the amount needed to prevent
lapse of the Policy.
(4) Allocation of Issue Premium
Within five (5) business days after the later of
receipt of the Issue Premium and PHL Variable's
approval of a completed application for
processing, PHL Variable will allocate the Issue
Premium less applicable charges to the
Subaccounts of the VUL Account or to the GIA.
For Policyowners of certain states and for
Policies issued in which the applicant notes
that the Policy is intended to replace existing
insurance, PHL Variable temporarily allocates
the entire Issue Premium paid less applicable
charges to the Money Market Subaccount of the
VUL Account. For these Policyowners, at the
expiration of the right to cancel period, the
Policy Value of the Money Market Subaccount is
allocated among the Subaccounts of the VUL
Account in accordance with the applicant's
allocation instructions as set forth in the
application for insurance. For all other
applications, the Issue Premium is not
temporarily allocated to the Money Market
Subaccount, but rather is directly allocated in
accordance with the Applicant's allocation
instructions as set forth in the application for
insurance.
(5) Determination of Account Value
On each Valuation Date, the Policy's shares in
the value of each Subaccount is determined
separately, but the valuation method used is the
same for each Subaccount. A Policy's share in
the value of a Subaccount on any Valuation Date
equals:
(a) The Policy's share in the value of that
Subaccount as of the immediately preceding
Valuation Date multiplied by the "Net
Investment Factor" of that Subaccount for
the current Valuation Period; plus
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(b) All amounts transferred to the Policy's
share in the value of that Subaccount from
another Subaccount or from the Loan Account
during the current Valuation Period; plus
(c) All additional net premiums allocated to
that Subaccount during the current Valuation
Period; minus
(d) All amounts transferred from the Policy's
share in the value of that Subaccount to
another Subaccount or to the loan account
during the current Valuation Period; minus
(e) Any portion of the monthly deduction
allocated to the Policy's shares in the
value of that Subaccount during the current
Valuation Period; minus
(f) All reductions in the Policy Value allocated
to the Policy's share in the value of that
Subaccount due to any partial surrenders
made during the current Valuation Period.
The net investment factor for each Subaccount for any
Valuation Period is determined by dividing the sum of
A and B by C then subtracting D.
(A) The value of the assets in the Subaccount
on the current Valuation Date (exclusive
of the net value of any transactions
during the current Valuation Period), plus
(B) The amount of any dividend (or, if
applicable, any capital gain distribution)
received by the Subaccount if the "ex
dividend" date for the Fund occurs during
the current Valuation Period.
(C) The value of the assets in the Subaccount
as of the just prior Valuation Date,
including accrued investment income and
realized and unrealized capital gains and
losses, and including the net value of all
transactions during the Valuation Period
ending on that date.
(D) The sum of the following daily charges
multiplied by the number of days in the
current Valuation Period:
1. The mortality and expense risk
charge; and
2. The charge, if any, for taxes and
reserves for taxes on investment
income, and realized and unrealized
capital gains.
(6) Policy Loans
While the Policy is In Force, loans may be
obtained in amounts up to the available loan
value. The loan value on any day is 90% of the
result of subtracting the then remaining
surrender charge from the Policy Value. The
available loan value is the loan value on the
current day less any outstanding debt. The
Policyowner will pay interest on the loan at an
effective annual rate, compounded daily and
payable in arrears. The loan interest rate is 4%
for Policy Years 1 through 10 (or the Insured's
age 65 if earlier), 3% through Policy Year 15,
then 2 1/2% for Policy Years 16 and
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later. The requested loan amount is transferred
from the VUL Account to the loaned portion of
the GIA and is credited with interest at an
effective annual rate of 2% per year compounded
daily. In the future, PHL Variable may not allow
Policy loans of less than $500 unless such loan
is used to pay a premium due on another PHL
Variable policy.
While the Policy is In Force, the Policyowner
may repay part or all of the loan amount at any
time. Any debt repayment received during a grace
period will be reduced to cover any overdue
monthly deductions and only the balance will be
applied to reduce the debt. Such balance, in
excess of any outstanding accrued loan interest,
will be applied to reduce the loaned portion of
the GIA. If such balance exceeds the debt, the
excess will be transferred to the unloaned
portion of the GIA or allocated to the
Subaccounts in accordance with the Policyowner's
instructions.
(7) Group or Sponsored Arrangements
PHL Variable may offer Policies in a group or
sponsored arrangement. A "group arrangement"
includes a program under which a trustee,
employer, or similar entity purchases a Policy
covering a group of individuals on a group
basis. A "sponsored arrangement" includes a
program under which an employer permits group
solicitation of its employees for the purchase
of Policies on an individual basis.
PHL Variable may reduce the Issue Expense Charge
and Surrender Charge for Policies issued under
group or sponsored arrangements. Generally,
sales and administrative costs per Policy vary
with the size of the group or sponsored
arrangement, its stability as indicated by its
term of existence and certain characteristics of
its members, the purposes for which Policies are
purchased, and other factors. The amounts of
reductions will be considered on a case-by-case
basis and will reflect the reduced sales effort
and administrative costs expected as a result of
sales to a particular group or sponsored
arrangement.
PHL Variable reserves the right to use different
mortality tables than those embodied in Policies
issued to individuals to compute the death
benefits under Policies issued to members of a
particular group or sponsored arrangement.
Information Concerning the Securities Underlying the Trust's Securities
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11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If
the unit consists of a single security issued by an investment company,
name such investment company and furnish a description of type of
securities comprising the portfolio of such investment company.)
VUL Account assets are invested at net asset value in one of
the following Series of The Phoenix Edge Series Fund, Wanger
Advisors Trust and/or Templeton Variable Products Series Fund
(the "Funds"), which are sold to the VUL Account for purposes
of funding the Policies. The Series are required to redeem
their shares at PHL Variable's request. Shares of the Funds
will be offered only to segregated investment accounts.
Money Market Series. The investment objective of the Money
Market Series is to provide maximum current income consistent
with capital preservation and liquidity. The Money Market
Series invests
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exclusively in high quality money market instruments. The
Series invests in United States Government securities,
government agency securities, bank certificates of deposit and
bankers' acceptances, corporate debt securities, commercial
paper, and repurchase and reverse repurchase agreements.
Multi-Sector Fixed Income ("Multi-Sector") Series. The
investment objective of the Multi-Sector Series is to seek
long term total return. The Multi-Sector Series seeks to
achieve its investment objective by investing in a diversified
portfolio of high-yield and high-quality fixed income
securities.
Growth Series. The investment objective of the Growth Series
is to achieve intermediate and long-term growth of capital,
with income as a secondary consideration. The Growth Series
invests principally in common stocks of corporations believed
by management to offer growth potential.
Strategic Allocation ("Allocation") Series. The investment
objective of the Allocation Series is to realize as high a
level of total return over an extended period of time as is
considered consistent with prudent investment risk. The
Allocation Series invests in stocks, bonds, and money market
instruments in accordance with the Investment Adviser's
appraisal of investments most likely to achieve the highest
total rate of return.
International Series. The investment objective of the
International Series is to seek a high total return consistent
with reasonable risk. The International Series intends to
invest primarily in an internationally diversified portfolio
of equity securities. It intends to reduce its risk by
engaging in hedging transactions involving options, futures
contracts and foreign currency transactions. The International
Series provides a means for investors to invest a portion of
their assets outside the United States.
Balanced Series. The investment objective of the Balanced
Series is to seek reasonable income, long-term capital growth
and conservation of capital. The Balanced Series intends to
invest based on combined considerations of risk, income,
capital enhancement and protection of capital value.
Real Estate Securities ("Real Estate") Series. The investment
objective of the Real Estate Series is to seek capital
appreciation and income with approximately equal emphasis. It
intends under normal circumstances to invest in marketable
securities of publicly traded real estate investment trusts
(REITs) and companies that operate, develop, manage and/or
invest in real estate located primarily in the United States.
Strategic Theme ("Theme") Series. The investment objective of
the Theme Series is to seek long-term appreciation of capital
by identifying securities benefiting from long-term trends
present in the United States and abroad. The Theme Series
intends to invest primarily in common stocks believed to have
substantial potential for capital growth.
Aberdeen New Asia ("Asia") Series. The investment objective of
the Asia Series is to seek long-term capital appreciation. The
Asia Series will invest primarily in a diversified portfolio
of equity securities of issuers organized and principally
operating in Asia, excluding Japan.
Research Enhanced Index ("Enhanced Index") Series. The
investment objective of the Enhanced Index Series is to seek
high total return by investing in a broadly diversified
portfolio of equity securities of large and medium
capitalization companies within market sectors reflected in
the S&P 500. It is intended that this Series will invest in a
portfolio of undervalued common stocks and other equity
securities which appear to offer growth potential and an
overall volatility of return similar to that of the S&P 500.
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Engemann Nifty Fifty ("Nifty Fifty") Series. The investment
objective of the Nifty Fifty Series is to seek long-term
capital appreciation by investing in approximately 50
different securities which, in the Adviser's opinion, offer
the best potential for long term growth of capital. At least
75% of the Series' assets will be invested in common stocks of
high quality growth companies. The remaining portion will be
invested in common stocks of small corporations with rapidly
growing earnings per share or common stocks believed to be
undervalued.
Seneca Mid-Cap Growth ("Seneca Mid-Cap") Series. The
investment objective of the Seneca Mid-Cap Series is to seek
capital appreciation primarily through investments in equity
securities of companies that have the potential for above
average market appreciation. The Series seeks to outperform
the Standard & Poor's Mid-Cap 400 Index.
Phoenix Growth and Income ("Growth & Income") Series. The
investment objective of the Growth & Income Series is to
seek dividend growth, current income and capital appreciation
by investing in common stocks. The Series seeks to achieve its
objective by selecting securities primarily from equity
securities of the 1,000 largest companies traded in the United
States, ranked by market capitalization.
Phoenix Value Equity ("Value") Series. The primary investment
objective of the Value Series is long-term capital
appreciation, with a secondary investment objective of current
income. The Series seeks to achieve its objective by investing
in a diversified portfolio of common stocks that meet certain
quantitative standards that indicate above average financial
soundness and intrinsic value relative to price.
Schafer Mid-Cap Value ("Schafer Mid-Cap") Series. The primary
investment objective of the Schafer Mid-Cap Series is to seek
long-term capital appreciation, with current income as the
secondary investment objective. The Series will invest in
common stocks of established companies having a strong
financial position and a low stock market valuation at the
time of purchase which are believed to offer the possibility
of increase in value.
Wanger U.S. Small Cap ("U.S. Small Cap") Series. The
investment objective of the U.S. Small Cap Series is to
provide long-term growth. The U.S. Small Cap Series will
invest primarily in securities of U.S. companies with total
common stock market capitalization of less than $1 billion.
Wanger International Small Cap ("International Small Cap")
Series. The investment objective of the International Small
Cap Series is to provide long-term growth. The International
Small Cap Series will invest primarily in securities of
non-U.S. companies with total common stock market
capitalization of less than $1 billion.
Templeton Stock ("Stock") Series. Pursues capital growth
through a policy of investing primarily in common stocks
issued by companies, large and small, in various nations
throughout the world.
Templeton Asset Allocation ("TPT Allocation") Series. Seeks a
high level of total return through a flexible policy of
investing in stocks of companies in any nation, debt
securities of companies and governments of any nation and in
money market instruments. Changes in the asset mix will be
made in an attempt to capitalize on total return potential
produced by changing economic conditions throughout the world.
Templeton International ("TPT International") Series. Seeks
long-term capital growth through a flexible policy of
investing in stocks and debt obligations of companies and
governments outside the United States. Any income realized
will be incidental. Although the Fund generally invests in
common stock, it also may invest in preferred stocks and
certain debt securities such as convertible bonds which are
rated in any category by S&P or Moody's or which are unrated
by any rating agency. Templeton Developing Markets
("Developing Markets") Series. Seeks long-term capital
appreciation by investing primarily in equity securities of
issuers in countries having developing markets.
Templeton Mutual Shares Investments ("Shares") Series. Seeks
capital appreciation, with income as a secondary objective by
investing primarily in domestic equity securities and domestic
debt obligations.
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;
- 12-
<PAGE>
(a) Name of Company.
The Phoenix Edge Series Fund
Wanger Advisors Trust
Templeton Variable Products Series Fund
(b) Name and principal business address of depositor.
PHL Variable Insurance Company,100 Bright Meadow
Boulevard, Enfield, Connecticut, is the depositor for
the VUL Account.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Phoenix Equity Planning Corporation, 100 Bright
Meadow Boulevard, Enfield, Connecticut, is the
principal underwriter of the Policies. There is no
principal underwriter of the underlying securities.
(e) The period during which the securities of such company have
been the underlying securities.
No underlying securities have yet been acquired by the
VUL Account.
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
on consideration for such load, fee, expense, or
charge.
(1) Principal Payments
Premium Taxes. Various states and subdivisions
impose a tax on premiums received by insurance
companies. The Policy will be assessed a charge
equal to 2.25% of the premiums paid. This charge
for taxes is deducted from the Issue Premium,
and from each subsequent premium payment.
Federal Tax Charge. A charge equal to 1.50% of
each premium will be deducted from each premium
payment to cover the estimated cost to PHL
Variable of the federal income tax treatment of
deferred acquisition costs. The SEC maximum
- 13 -
<PAGE>
sales load has been reduced to reflect this
charge.
(2) Underlying Securities
Investment Management Charge. As compensation
for their services, the Advisers are entitled to
a fee at an annual rate of the average daily net
assets of the Series, payable monthly, as
follows:
<TABLE>
<CAPTION>
PHOENIX INVESTMENT COUNSEL, INC.
--------------------------------
RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $250,000,000 $250,000,000 $500,000,000
------ ------------ ------------ ------------
<S> <C> <C> <C>
Money Market.......... .40% .35% .30%
Multi-Sector.......... .50% .45% .40%
Balanced.............. .55% .50% .45%
Allocation............ .60% .55% .50%
Growth................ .70% .65% .60%
International......... .75% .70% .65%
Strategic Theme....... .75% .70% .65%
Nifty Fifty........... .90% .70% .65%
Growth & Income....... .70% .65% .60%
Value................. .70% .65% .60%
Enhanced Index........ .45% .45% .45%
Seneca Mid-Cap........ .80% .80% .80%
Schafer Mid-Cap....... 1.05% 1.05% 1.05%
</TABLE>
<TABLE>
<CAPTION>
PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
--------------------------------------------
SERIES
------
<S> <C>
Asia.................. 1.00%
</TABLE>
<TABLE>
<CAPTION>
DUFF & PHELPS INVESTMENT MANAGEMENT CO.
---------------------------------------
RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $1,000,000,000 $1,000,000,000 $2,000,000,000
------ -------------- -------------- --------------
<S> <C> <C> <C>
Real Estate........... .75% .70% .65%
</TABLE>
<TABLE>
<CAPTION>
WANGER ASSET MANAGEMENT, L.P.
-----------------------------
RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $100,000,000 $150,000,000 $250,000,000
------ ------------ ------------ ------------
<S> <C> <C> <C>
U.S. Small Cap........ 1.00% .95% .90%
Int'l Small Cap....... 1.30% 1.20% 1.10%
</TABLE>
<TABLE>
<CAPTION>
TEMPLETON INVESTMENT COUNSEL, INC.
----------------------------------
RATE FOR RATE FOR
RATE FOR FIRST $200,000,001 EXCESS OVER
SERIES $200,000,000 UP TO $1,300,000,000 $1,300,000,000
------ ------------ -------------- --------------
<S> <C> <C> <C>
Stock................. .75% .65% .60%
TPT Allocation........ .65% .585% .52%
TPT International..... .75% .65% .60%
</TABLE>
- 14 -
<PAGE>
<TABLE>
<CAPTION>
TEMPLETON ASSET MANAGEMENT, LTD.
--------------------------------
SERIES
------
<S> <C>
Dev. Mkts............. 1.25%
</TABLE>
<TABLE>
FRANKLIN MUTUAL ADVISERS, INC.
------------------------------
<S> <C>
SERIES
------
Shares................ .60%
</TABLE>
(3) Distributions
Surrender Charge. During the first ten Policy
Years, there is a difference between the amount
of Policy Value and the amount of Cash Surrender
Value of the Policy. This difference is the
Surrender Charge, consisting of a contingent
deferred sales charge designed to recover
expenses for the distribution of Policies that
are terminated by surrender before distribution
expenses have been recouped, and a contingent
deferred issue charge designed to recover
expenses for the administration of Policies that
are terminated by surrender before
administrative expenses have been recouped.
These are contingent charges because they are
paid only if the Policy is surrendered (or the
face amount is reduced or the Policy lapses)
during this period. They are deferred charges
because they are not deducted from premiums. The
contingent deferred issue charge is set at a
level designed to recover actual costs and is
not designed to result in any profit to PHL
Variable.
During the first ten Policy Years, the full
Surrender Charge as described below will apply
if the Policyowner either surrenders the Policy
for its Cash Surrender Value or lets the Policy
lapse. The applicable Surrender Charge in any
Policy Month is the full Surrender Charge minus
any surrender charges that have been previously
paid. There is no Surrender Charge after the
10th Policy Year. During the first two Policy
Years, the maximum Surrender Charge that a
Policyowner could pay while he or she owns the
Policy is equal to either A plus B (as defined
below) or the amount shown in the Policies
Surrender Charge Schedule, whichever is less.
After the first two Policy Years, the maximum
Surrender Charge that a Policyowner could pay is
based on the amount shown in the Policy's
Surrender Charge Schedule.
A (the contingent deferred sales charge) is
equal to:
1) 28.5% of all premiums paid (up to
and including the amount stated in
the Policy's Surrender Charge
Schedule, which is calculated
according to a formula contained in
a Securities and Exchange Commission
rule); plus
2) 8.5% of all premiums paid in
excess of this amount but not
greater than twice this amount; plus
3) 7.5% of all premiums paid in excess
of twice this amount.
B (the contingent deferred issue charge) is
equal to:
1) $5 per $1,000 of initial face amount.
- 15 -
<PAGE>
<TABLE>
<CAPTION>
SURRENDER CHARGE SCHEDULE
-------------------------
POLICY SURRENDER POLICY SURRENDER POLICY SURRENDER
MONTH CHARGE MONTH CHARGE MONTH CHARGE
----- ------ ----- ------ ----- ------
<S> <C> <C> <C> <C> <C>
1-60 $1307.54 80 $1066.03 100 $727.09
61 1295.46 81 1053.95 101 690.65
62 1283.39 82 1041.88 102 654.22
63 1271.31 83 1029.80 103 617.78
64 1259.24 84 1017.73 104 581.35
65 1247.16 85 1005.65 105 544.91
66 1235.08 86 993.58 106 508.48
67 1223.01 87 981.50 107 472.05
68 1210.93 88 969.43 108 435.61
69 1198.86 89 957.35 109 399.18
70 1186.78 90 945.28 110 362.74
71 1174.71 91 933.20 111 326.31
72 1162.63 92 921.13 112 289.97
73 1150.56 93 909.05 113 253.44
74 1138.48 94 896.97 114 217.01
75 1126.41 95 884.90 115 180.57
76 1114.33 96 872.82 116 144.14
77 1102.26 97 836.39 117 107.70
78 1090.18 98 799.95 118 71.27
79 1078.10 99 763.52 119 34.83
120 .00
</TABLE>
Partial Surrender Fee
A fee equal to the lesser of $25 or 2% of the
amount withdrawn from the Policy is deducted
from the Policy Value upon a partial surrender
of the Policy to recover the actual costs of
processing the partial surrender request. The
assessment to each Subaccount or to the GIA will
be made in the same manner as provided for the
partial surrender amount paid. That is, that the
Policy's share in the value of each Subaccount
or the GIA will be reduced based on the
allocation made at the time of the partial
surrender. If no allocation request is made, the
assessment to each Subaccount and to the GIA
will be made in the same manner as provided for
monthly deductions.
Partial Surrender Charge
A charge as described below is deducted from the
Policy Value upon a partial surrender of the
Policy. The charge is equal to a pro rata
portion of the applicable surrender charge that
would apply to a full surrender, determined by
multiplying the applicable surrender charge by a
fraction (equal to the partial surrender amount
payable divided by the result of subtracting the
applicable surrender charge from the Policy
Value). This amount is assessed against the
Subaccounts or the GIA in the same manner as
provided for with respect to the partial
surrender amount paid.
A partial surrender charge also is deducted from
Policy Value upon a decrease in face amount. The
charge is equal to the applicable surrender
charge multiplied by a fraction (equal to the
decrease in face amount divided by the face
amount of the Policy prior to the decrease).
(4) Cumulated or Reinvested Distributions or Income
- 16 -
<PAGE>
The VUL Account does not make distributions to
Policyowners. All investment income and other
distributions will be automatically reinvested
in additional Fund shares at net asset value on
the record date except that dividend
distributions will be reinvested at the net
asset value on the distribution date.
(5) Redeemed or Liquidated Assets of the Trust's
Securities
PHL Variable redeems Fund shares at their net
asset value to the extent necessary to make
payments under the Policy. There is no charge
associated with such redemptions.
(b) For each installment payment type of periodic payment
plan certificates of the trust, furnish the following
information with respect to sales load and other
deductions from principal payments.
The VUL Account does not issue any installment
payment type of periodic payment plan
certificate. All charges assessed against the
Issue Premium and the Funds are explained in
13(a)(1).
(c) State the amount of total deductions as a percentage of
the net amount invested for each type of security issued
by the Trust. State each different sales charge available
as a percentage of the public offering price and as a
percentage of the net amount invested. List any special
purchase plans or methods established by rule or
exemptive order that reflect scheduled variations in, or
elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
See answer to 13(a)(1) and 13(a)(3).
(d) Explain fully the reasons for any difference in the price
at which securities are offered generally to the public,
and the price at which securities are offered for any
class of transactions to any class or group of
individuals, including officers, directors, or employees
of the depositor, trustee custodian or principal
underwriter.
Not Applicable.
(e) Furnish a brief description of any loads, fees, expenses
or charges not covered in Item 13(a) which may be paid by
security holders in connection with the trust or its
securities.
A charge is deducted monthly from the Policy Value
under a Policy ("monthly deduction") to pay: the cost
of insurance provided under the Policy, the cost of
any rider benefits provided, any unpaid balance of
the issue expense charge, and an administrative
charge. Additionally, a charge for mortality and
expense risk is made daily.
(1) Cost of Insurance
In order to calculate the cost of insurance charge,
PHL Variable multiplies the applicable cost of
insurance rate by the difference between the death
benefit selected (death benefit Option 1 if no
selection is made) and the Policy Value. Cost of
insurance rates are based on the sex, issue age,
duration and risk class of the Insured. In certain
states and for policies issued in conjunction with
certain qualified plans, cost of insurance rates are
not based on sex. The actual monthly cost of
insurance rates are based on PHL Variable's
expectations of future mortality experience. They
will not, however, be greater than the guaranteed
cost of insurance rates set forth in the Policy.
These guaranteed maximum rates are equal to
- 17 -
<PAGE>
100% of the 1980 Commissioners Standard Ordinary
("CSO") Mortality Table, with appropriate adjustment
for the Insured's risk classification.
(2) Mortality and Expense Risk Charge.
PHL Variable will deduct a daily charge from the VUL
Account at an annual rate of 0.80% of the average
daily net assets of the VUL Account to compensate for
certain risks assumed in connection with the Policy.
A reduced annual rate of .25% applies after the 15th
Policy Year. This charge is not deducted from the
GIA.
The mortality risk assumed by PHL Variable is that
Insureds may live for a shorter time than projected
because of inaccuracies in that projecting process
and, accordingly, that an aggregate amount of death
benefits greater than that projected will be payable.
The expense risk assumed is that expenses incurred in
issuing the Policies may exceed the limits on
administrative charges set in the Policies. If the
expenses do not increase to an amount in excess of
the limits, or if the mortality projecting process
proves to be accurate, PHL Variable may profit from
this charge. PHL Variable also assumes risks with
respect to other contingencies including the
incidence of Policy loans, which may cause PHL
Variable to incur greater costs than anticipated when
designing the Policies. To the extent PHL Variable
profits from this charge, it may use those profits
for any proper purpose, including the payment of
sales expenses or any other expenses that may exceed
income in a given year.
(3) Issue Expense Charge
A cost-based issue administration charge is assessed
on a pro rata basis in equal monthly installments
over a 12-month period to compensate PHL Variable for
underwriting and start-up expenses in connection with
issuing a Policy. The issue administrative charge is
$1.50 per $1,000 of face amount, up to a maximum
charge of $600.
(4) Administration Charge
The charge is currently $5 per month, guaranteed not
to exceed $10 per month.
(5) Taxes
Under the current federal and state tax laws, the
investment income of the VUL Account is not taxed to
PHL Variable and accordingly, no charge is made to
the VUL Account for taxes. PHL Variable reserves the
right to charge the VUL Account for federal or state
taxes attributable to the VUL Account if such taxes
are imposed in the future.
(f) State whether the depositor, principal underwriter, custodian
or trustee, or any affiliated person of the foregoing may
receive profits or other benefits not included in Answers to
Items 13(a) or 13(d) through the sale or purchase of the
trust's securities or underlying securities or interacts in
underlying securities, and describe fully the nature and
extent of such profits or benefits.
Other than as set forth in the answers to items 13(a)
and 13(d), neither PHL Variable nor any affiliated
person will receive any profits or other benefits.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial statement
filed herewith.
- 18 -
<PAGE>
Not applicable.
Information Concerning the Operations of the Trust
--------------------------------------------------
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
The Policies will be offered and sold pursuant to established
premium schedules and underwriting standards and in accordance
with state insurance laws. Such laws prohibit unfair
discrimination among Policyowners, but recognize that premiums
may be based upon factors such as age, sex or risk class. A
person desiring to purchase a Policy must complete an
application on a form provided by PHL Variable, and, if the
applicant meets the prescribed standards, a Policy will be
issued. This process may involve such procedures as medical
examinations and may require that further information be
provided before a determination can be made.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
See answers to items 10(i)(3) and 10(i)(4).
(a) Right of Security Holders with Respect to Cancellation.
A Policy may be returned within ten days after the Policyowner
receives it; within ten days after PHL Variable mails or
delivers a written notice of withdrawal right to the
Policyowner; or within 45 days after the applicant signs the
application for insurance, whichever occurs latest. The
returned Policy is treated as if PHL Variable never issued the
Policy and, except for Policies issued with a Temporary Money
Market Allocation Amendment, PHL Variable will return the sum
of the following as of the date PHL Variable receives the
returned Policy: (i) the then current Policy Value less any
unrepaid loans and loan interest; plus (ii) any monthly
deductions, partial surrender fees and other charges made
under the Policy. The amount returned for Policies issued with
the Amendment will equal the premium paid less any unrepaid
loans and loan interest, and less any partial surrender
amounts paid.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
See answers to item 11, 12 and 17.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
See answer to item 10(c).
(b) Furnish the names of any person who may redeem or repurchase,
or are required to redeem or repurchase, the trust's
securities or underlying securities from security holders, and
the substance of the provisions of any indenture or agreement
pertaining thereto.
PHL Variable is required to honor surrender requests
as described in the answer to item 10(c). With
respect to the VUL Account's underlying securities,
the Funds are required to redeem Fund shares at net
asset value and to make payment therefor within seven
(7) days.
- 19 -
<PAGE>
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
If a Policy is surrendered, it may not be resold.
Shares in the underlying Funds once redeemed are
authorized but unissued shares and may be
subsequently reissued.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds
of the trust and state the substance of the provisions of any
indenture or agreement pertaining thereto.
All income of the VUL Account will be reinvested in the
appropriate shares of the Funds and will be added to the
assets of the VUL Account. All dividend distributions and
capital gains distributions (if any) of the Series of the
Funds will be automatically reinvested in additional Fund
shares of that Series at their net asset value. Pursuant
to the terms of the Policies, PHL Variable will make
distributions from the VUL Account in connection with
death benefits, loans, and surrenders. Applicable
procedures for such distributions are described in the
answers to items 10(i)(6) and 10(c), respectively.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state
the substance of the provisions of any indenture or agreement
pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the
manner of handling the same.
No reserve or special fund is created by the VUL Account.
Life Insurance reserves are established in accordance
with generally accepted accounting principles and the
procedures approved by the Connecticut State Department
of Insurance.
(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders during
the three years covered by the financial statements filed
herewith. State for each such distribution the aggregate
amount and amount per share. If distributions from sources
other than current income have been made, identify each such
other source and indicate whether such distribution represents
the return of principal payments to security holders. If
payments other than cash were made describe the nature
thereof, the account charged and the basis of determining the
amount of such charge.
No distributions have been made.
19. Describe the procedures with respect to the keeping of records and
accounts of the trust, the making of reports and furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
PHL Variable has primary responsibility for the administration
of the VUL Account and the Policies.
As required by the Investment Company Act of 1940 and
regulations thereunder, all Policyowners will be furnished, at
least semi-annually, reports containing the information
required by that Act and any other applicable statute or
regulation. Each person with a voting interest in a Subaccount
of the VUL Account will receive proxy materials, reports and
other materials relating to the Funds. In
- 20 -
<PAGE>
addition, all Policyowners will be furnished not less
frequently than annually, a statement of the total Policy
Value.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
The VUL Account has no trustee or custodian.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The VUL Account has no trustee.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform duties, obligations and functions.
There are no provisions relating to the removal or
resignation of the depositor or the failure of the
depositor to perform its duties, obligations and
functions.
(f) The appointment of a successor depositor and the procedure
if a successor depositor is not appointed.
There are no provisions relating to the appointment of a
successor depositor or the procedure if a successor
depositor is not appointed.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
See answer to item 10(i)(6).
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
See answer to item 10(i)(6).
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to
the depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
- 21 -
<PAGE>
Not applicable.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
There are no provisions limiting the liability of the
depositor. There is no trustee or custodian of the VUL
Account.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and type of bond.
All of PHL Variable's officers and directors are employees of
its parent company, Phoenix Home Life Mutual Insurance Company
("Phoenix"). It has no other employees. The officers,
directors, and employees of Phoenix are covered by a Form 25
Blanket Bond, for fidelity risks. The amount of coverage is
$10,000,000, with a $250,000 deductible. The officers,
directors, and employees of PEPCO are covered by a joint Form
14 Blanket Bond, issued to an affiliated company for fidelity
risks. The amount of coverage is $25,000,000, with a $25,000
deductible.
24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
The Policyowner may assign the Policy or transfer ownership at
any time during the lifetime of the insured provided that PHL
Variable is notified, except that a Policy may not be assigned
to another insurance company without PHL Variable's consent.
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.
PHL Variable is a Connecticut stock insurance company formed
on April 24, 1981. PHL Variable was originally chartered as
the Dreyfus Consumer Life Insurance Company. On May 31, 1994,
PM Holdings, Inc. acquired and renamed the company, PHL
Variable 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.
(b) Furnish the following with respect to any fee or any
participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company.
(1) The nature of such fee or participation.
- 22 -
<PAGE>
(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.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies, other
than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust, and the nature of the
depositor's activities therewith. If the depositor has ceased to act in
such named capacity, state the date of and circumstances surrounding
cessation.
PHL Variable is an insurance company offering flexible premium
universal life policies, variable annuities and term life
insurance policies.
Officials and Affiliated Persons of Depositor
---------------------------------------------
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with
respect to each officer, director, or partner of the
depositor, and with respect to each natural person directly or
indirectly owning, controlling or holding with power to vote
5% or more of the outstanding voting securities of the
depositor.
(1) Name and principal business address;
See the table below.
(2) Nature of relationship or affiliation with depositor
of the trust;
See the table below.
(3) Ownership of all securities of the depositor;
Not applicable.
(4) Ownership of all securities of the trust;
Not applicable.
(5) Other companies of which each person named above is
presently officer, director, or partner.
See the table below.
(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of
the depositor.
See the table below.
- 23 -
<PAGE>
Directors of the Company
------------------------
PHL Variable is managed by its Board of Directors. The following are the
Directors and Executive Officers of PHL Variable:
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
<S> <C>
Robert W. Fiondella Chairman of the Board, President
Chairman and President and Chief Executive Officer
Richard H. Booth Executive Vice President
Director and Executive Vice President Strategic Development;
formerly President, The Travelers
Insurance Company
Robert G. Chipkin Senior Vice President and Corporate
Director Actuary
Philip R. McLoughlin Executive Vice President and Chief
Director and Executive Vice President Investment Officer
David W. Searfoss, Director Executive Vice President and Chief
Executive Vice President and Financial Officer
Chief Financial Officer
Dona D. Young Executive Vice President, Individual
Director and Executive Vice President Insurance and General Counsel
Joseph E. Kelleher Senior Vice President, Underwriting and
Director and Senior Vice President Operations
Simon Y. Tan Senior Vice President, Market and
Director and Senior Vice President Product Development
Bruce M. Jones Vice President, Individual Market
Senior Vice President and Chief Development
Operating Officer
Robert G. Lautensack Senior Vice President, Individual Line
Senior Vice President Financial
</TABLE>
The principal business address of each of these individuals is One
American Row, Hartford, Connecticut 06115.
Companies Owning Securities of Depositor
----------------------------------------
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of
the depositor.
The depositor is an indirect, wholly-owned subsidiary of
Phoenix Home Life Mutual Insurance Company, whose principal
business address is One American Row, Hartford, Connecticut
06115.
Controlling Persons
-------------------
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
- 24 -
<PAGE>
Not applicable.
Compensation of Officers and Directors of Depositor
---------------------------------------------------
Compensation of Officers of Depositor
-------------------------------------
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith;
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration:
Not applicable. As of this date, the VUL Account has
not commenced operations. In addition, such officers
are compensated on the payroll of depositor's parent
company, Phoenix Home Life Mutual Insurance Company.
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included
under Item 31(a), stating separately the aggregate amount paid
by the depositor itself and the aggregate amount paid by all
the subsidiaries:
Not applicable; see answer to item 31(a).
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor:
Not applicable; see answer to item 31(a).
Compensation of Directors
-------------------------
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors:
Not applicable; see answer to item 31(a).
(b) indirectly or through subsidiaries to directors:
Not applicable; see answer to item 31(a).
Compensation to Employees
-------------------------
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees
of the depositor (exclusive of person whose remuneration is
reported in Items 31 and 32) who received remuneration in
excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable; see answer to item 31(a).
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed herewith to the
following classes of persons (exclusive of those persons
covered by Item 33(a)): (1) Sales managers, branch managers,
district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales
- 25 -
<PAGE>
agents, canvassers and other persons making solicitations but
not in supervisory capacity; (3) Administrative and clerical
employees; and (4) Others (specify). If a person is employed
in more than one capacity, classify according to predominant
type of work.
Not applicable; see answer to item 31(a).
Compensation to Other Persons
-----------------------------
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable; see answer to item 31(a).
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
--------------------------
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discontinued, indicating by appropriate
letter the status with respect to each state.
No sales of Policies have yet been made. It is proposed that
PHL Variable will sell the Policies in all states where it is
licensed to sell variable life insurance policies. The sale of
the Policies has not been discontinued in any state.
36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month, describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or
state governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such offices, etc. and which denial was
subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to
distribute securities of the trust has been revoked by any
federal or state governmental officer, agency or regulatory
body.
- 26 -
<PAGE>
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement or reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Phoenix Equity Planning Corporation ("PEPCO") is the
principal underwriter and the distributor of the
Policies. PEPCO is registered with the Securities and
Exchange Commission under the Securities Exchange Act of
1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. ("NASD").
Applications for the Policy will be solicited by duly
licensed insurance agents of PHL Variable, as well as
independent registered insurance brokers who also must be
NASD registered broker-dealers or representatives.
(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to inception and termination dates of
the agreement, any renewal and termination provisions, and any
assignment provisions.
PHL Variable intends to execute an underwriting agreement
with PEPCO whereby PEPCO will distribute the Policies
through registered representatives and broker-dealers.
The agreement will be effective on the date designated
therein and will remain effective until terminated by
either party upon 60 days notice. It may not be assigned.
See Exhibit A(3)(c).
(c) State the substance of any current agreements or arrangements
of each principal underwriter with dealers, agents, salesmen,
etc. with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If
the trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof. In
lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
No agreements have been executed as yet.
Sales commissions will be paid to registered
representatives on purchase payments received by PHL
Variable under these Policies. Total sales commission of
a maximum of 50% of premiums will be paid by PHL Variable
to PEPCO.
Information Concerning Principal Underwriter
--------------------------------------------
39. (a) State the form of organization of each principal
underwriter of securities of the trust, the name of the state
or other sovereign power under the laws of which each
underwriter was organized and the date of organization.
PEPCO is an indirect majority-owned subsidiary of Phoenix
Home Life Mutual Insurance Company. PEPCO, organized in
1968 as a stock corporation under the laws of the State
of Connecticut, is a registered broker-dealer in 50
states.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National
Association of Securities Dealers, Inc.
- 27 -
<PAGE>
No Policies are currently being offered. PEPCO is a
member of the NASD.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the
sale of securities of the trust and any other functions in
connection therewith exercised by such underwriter in such
capacity or otherwise during the period covered by the
financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or
any participation in fees received by each principal
underwriter from any underlying investment company or any
affiliated person or investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration
for such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by
each principal underwriter, including a statement as to any
business other than the distribution of securities of the
trust. If a principal underwriter acts or has acted in any
capacity with respect to any investment company or companies
other than the trust, state the name or names of such company
or companies, their relationship, if any, to the trust and the
nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and
the circumstances surrounding such cessation.
PEPCO is a broker-dealer registered with the Securities
and Exchange Commission under the Securities Exchange Act
of 1934. All of the outstanding stock of one of the
Funds' advisers, Phoenix Investment Counsel, Inc.
("PIC"), is owned by PEPCO and it is the principal
underwriter for other investment companies advised by PIC
and its affiliates. As such, PEPCO provides bookkeeping,
pricing, and administrative services to those companies.
(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling
securities of the trust and furnish the name and residence
address of the person in charge of such office.
Not applicable. The sale of Policies has not yet
commenced.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust
were distributed for the last fiscal year of the trust covered
by the financial statements filed herewith and furnish the
aggregate amount of compensation received by such salesmen in
such year.
Not applicable. The sale of Policies has not yet
commenced.
- 28 -
<PAGE>
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter.
Not applicable. The sale of Policies has not yet commenced.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
------------------------------------------------------------------
44. (a) Furnish the following information with respect to the
method of valuation used by the trust for purposes of
determining the offering price to the public of securities
issued by the trust or the valuation of shares or interests in
the underlying securities acquired by the holder of a periodic
payment plan certificate:
(1) The source of quotations used to determine the value
of portfolio securities.
(2) Whether opening, closing, bid, asked or any other price
is used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant
for determining other assets and liabilities
including accrual for expenses and taxes (including
taxes on unrealized appreciation).
(5) Other items which registrant adds to the net asset
value in computing offering price of its
securities.
(6) Whether adjustments were made for fractions:
(i) before adding distributor's compensation (load).
(ii) after adding distributor's compensation (load).
See answers to items 10(i)(1) through 10(i)(4).
The Fund is a registered investment company and
complete statements of the valuation of the
securities of the Fund are contained in its
registration statement.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
No Policies have yet been offered for sale to the public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation
and indicate the person or classes of person to whom such
offering is made.
- 29 -
<PAGE>
Premiums vary with the amount of the Policy's Face
Amount, as well as with the Policyowner's age, sex, and
risk class.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not applicable.
Redemption Valuation of Securities of the Trust
-----------------------------------------------
46. (a) Furnish the following information with respect to the
method of determining the redemption or withdrawal valuation
of securities issued by the trust;
(1) The source of quotations used to determine the value
of portfolio securities.
(2) Whether opening, closing, bid, asked or any other
price is used.
(3) Whether price is as of the day of sale or as of any
other time.
(4) A brief description of the methods used by registrant
for determining other assets and liabilities including
accrual for expenses and taxes (including taxes on
unrealized appreciation).
With respect to items (1) through (4), see answers to
items 10(i)(1) through 10(i)(4) and 44(a).
(5) Other items which registrant deducts from the net
asset value in computing redemption value of its
securities.
See answer to item 10(c).
(6) Whether adjustments are made for fractions.
Adjustments will be made for fractions.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as
at the latest practicable date.
Not applicable. No Policies have yet been offered for
sale.
Purchase and Sale of Interest in Underlying Securities
------------------------------------------------------
From and to Security Holders
----------------------------
- 30 -
<PAGE>
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in
the underlying securities, the extent and nature thereof and the person
who maintains such a position. Include a description of the procedure
with respect to the purchase of underlying securities or interest in
underlying securities from security holders who exercise redemption or
withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders. State
whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items
44 and 46. If any item of expenditure included in the determination of
the valuation is not or may not actually be incurred or expended,
explain the nature of such item and who may benefit from the
transaction.
PHL Variable may maintain a position in Fund shares by
purchasing them at net asset value and allocating them to the
Subaccounts of the VUL Account. PHL Variable may redeem Fund
shares at net asset value to meet its obligations under the
Policies or to make adjustments in life insurance reserves
held in the VUL Account. No valuation methods are employed
which differ from those set forth in the answer to Item 44(a).
V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust.
(a) Name and principal business address.
(b) Form or organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
Not applicable. The VUL Account has no trustee or
custodian.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
The assets of the VUL Account are held for the exclusive
benefit of persons having interests in the VUL Account and are
not chargeable with general liabilities of PHL Variable
arising out of any other business it may conduct.
VI.
INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
- 31 -
<PAGE>
51. Furnish the following information with respect to insurance of holders
of securities.
The Policies are themselves the securities being issued and
the responses to the questions set forth herein refer to the
insurance that is provided by the "security" that is being
registered.
(a) The name and address of the insurance company.
See answer to item 2.
(b) The types of policies and whether individual or group
policies.
The Policies are flexible premium variable life insurance
contracts. The Policies will be issued on an individual
basis, and may also be issued on a group basis.
(c) The types of risks insured and excluded.
Under the Policies, PHL Variable assumes the risk that
Insureds may die before anticipated and that the charge
for this mortality risk may prove insufficient. PHL
Variable assumes an expense risk that deductions for
expenses may not be adequate.
(d) The coverage of the policies.
See answer to item 51(c).
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipients of the benefits of the insurance
undertakings described in item 51(c) are either the
Policyowners, the designated primary beneficiaries, any
contingent beneficiaries, or the estates of the
Policyowners, as stated in the applications for the
Policy. There is no limitation on the use of the
proceeds.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in the answer to
item 51(c) are an integral part of the Policies and may
not be terminated while the Policies remain in effect.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See answers to item 13(a)(1) for the information on the
amount and method of assessing the charges for the
insurance undertakings described in the answer to item
51(c).
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives
any part of such premiums, the name of each such person and
the amount involved, and the nature of the services rendered
therefor.
No person other than PHL Variable receives the premiums.
PHL Variable has entered into a Underwriting Agreement
with PEPCO pursuant to which sales commissions are paid.
PHL Variable may, from time to time, enter into
reinsurance treaties with other insurers whereby
- 32 -
<PAGE>
such insurers may agree to reimburse PHL Variable for
mortality costs and certain expenses. However, any such
arrangements or contracts do not affect the Policies or
the benefits paid thereunder.
(j) The substance of any other material provisions of any
indenture or agreement of the trust relating to insurance.
Not applicable.
VII.
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities
must or may be eliminated from assets of the trust or must or
may be replaced by other portfolio securities. If an
investment adviser or other person is to be employed in
connection with such selection, elimination or substitution,
state the name of such person, the nature of any affiliation
to the depositor, trustee or custodian, and any principal
underwriter, and the amount of the remuneration to be received
for such services. If any particular person is not designated
in the indenture or agreement, describe briefly the method of
selection of such person.
PHL Variable reserves the right, subject to compliance
with the law as currently applicable or subsequently
changed, to make additions to, deletions from, or
substitutions for the investments held by the VUL
Account. In the future PHL Variable may establish
additional Subaccounts within the VUL Account, each of
which will invest solely in shares of a designated Series
of the Fund with a specified investment objective. These
Subaccounts will be established if, and when, in the sole
discretion of PHL Variable, marketing needs and
investment conditions warrant, and will be made available
under existing Policies to the extent and on a basis to
be determined by PHL Variable.
If shares of any of the Series of the Funds should no
longer be available for investment, or if in the judgment
of PHL Variable's management further investment in shares
of any of the Series should become inappropriate in view
of the objectives of the Policy, then PHL Variable may
substitute shares of another mutual fund for shares
already purchased, or to be purchased in the future,
under the Policy. No substitution of mutual fund shares
held by the VUL Account may take place without prior
approval of the Securities and Exchange Commission, and
appropriate notice to the Policyowner. In the event of a
substitution, the Policyowner will be given the option of
transferring the Policy Value of the Subaccount in which
the substitution is to occur to another Subaccount.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith.
Not applicable.
(c) Describe the policy of the trust with respect to the
substitution and elimination of the underlying securities of
the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for
any underlying security;
- 33 -
<PAGE>
(3) whether the acquisition of such substituted security
or securities would constitute the concentration of
investment in a particular industry or group of
industries or would conform to a policy of
concentration of investment in a particular industry
or group of industries;
(4) whether such substituted securities may be the
securities of another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of
the registrant in this regard.
See answer to item 52(a).
(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which
is deemed a matter of fundamental policy and which is elected
to be treated as such.
None.
Regulated Investment Company
----------------------------
53. (a) State the taxable status of the trust.
PHL Variable is taxed as a life insurance company under
the Internal Revenue Code of 1986, as amended. For
federal income tax purposes, the Trust is not taxed as a
separate entity.
(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of
the Internal Revenue Code of 1954, and state its present
intention with respect to such qualifications during the
current taxable year.
Not applicable. See answer to item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series
of its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments assuming that such certificate had been
sold. The schedule shall cover a certificate of the type currently
being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
- 34 -
<PAGE>
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during such period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being
issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
type of periodic payment plan certificate currently being issued by the
trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date.
Not applicable.
59. Financial statements shall be filed in accordance with the instructions
given below.
Financial Statements of the Trust
---------------------------------
No financial statements are filed for the VUL Account since it has not
yet commenced operation; it has no assets or liabilities; it has
received no income; and it has no expenses.
Financial Statements of the Depositor
-------------------------------------
The following Financial Statements of PHL Variable together with the
opinion of independent public accountants, will be included in
pre-effective amendments to the Registration Statement on Form S-6,
filed by the Registrant pursuant to the Securities Act of 1933 on the
same date as the filing of this Registration Statement, and upon such
filing such statements will be incorporated herein by reference:
a. Balance Sheet as of December 31, 1997.
b. Statement of Income for the year ended December 31, 1997.
c. Notes to Financial Statements.
IX.
EXHIBITS
The following Exhibits to the Registration Statement on Form S-6 filed herewith
are incorporated by reference.
A. (1) Resolution of the Board of Directors of PHL Variable
establishing the VUL Account.
(2) Not applicable.
(3) Distribution of Policies:
(a) Form of Underwriting Agreement between PHL Variable
and Phoenix Equity Planning Corporation. To be filed
by amendment to Form S-6.
- 35 -
<PAGE>
(b) Form of Agreement between Phoenix Equity Planning
Corporation and Independent Brokers with respect to
the sale of Policies. To be filed by amendment to
Form S-6.
(c) Not applicable.
(4) Not applicable.
(5) Specimen Flexible Premium Variable Life Insurance Policy with
optional riders.
(6) (a) Charter of PHL Variable. Incorporated by reference
to Exhibit (b)(6)(a) filed with Registration
Statement on Form N-4, File No. 33-87376.
(b) By-laws of PHL Variable. Incorporated by reference to
Exhibit (b)(6)(b) filed with Registration Statement
on Form N-4, File No. 33-87376.
(7) Not applicable.
(8) Agreement with the Fund. To be filed by amendment to Form S-6.
(9) Not applicable.
(10) Form of application for Flexible Premium Variable Life
Insurance Policy.
(11) Memorandum describing transfer and redemption procedures and
method of computing adjustments in payments and cash values
upon conversion to fixed benefit policies.
The following Exhibits are not incorporated by reference to any other document.
B. (1) Not applicable.
(2) Not applicable.
C. Not applicable.
D. Definition of Terms.
- 36 -
<PAGE>
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
EXHIBITS
TO
FORM N-8B-2
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
FOR
PHLVIC VARIABLE UNIVERSAL LIFE ACCOUNT
OF
PHL VARIABLE INSURANCE COMPANY
- 37 -
<PAGE>
EXHIBIT D
DEFINITION OF TERMS
-------------------
ATTAINED AGE: The age of the Insured on the birthday nearest the most recent
Policy Anniversary.
BENEFICIARY: The person or persons specified by the Policyowner as entitled to
receive the death benefits under a Policy.
CASH SURRENDER VALUE: The Policy Value less any surrender charge that would
apply on the date of surrender and less any Debt.
DEATH BENEFIT GUARANTEE: An additional benefit rider available with the Policy
that guarantees a death benefit equal to the initial face amount or the face
amount as later increased or decreased, provided that Minimum Required Premiums
are paid. See "Additional Rider Benefits."
DEBT: Outstanding loans against a Policy, plus accrued interest.
FUNDS: The Phoenix Edge Series Fund, Wanger Advisors Trust and Templeton
Variable Products Series Fund.
GENERAL ACCOUNT: The general asset account of PHL Variable.
GIA: The Guaranteed Interest Account is an allocation option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest also
may be credited, in the sole discretion of PHL Variable.
IN FORCE: Conditions under which the coverage under a Policy is in effect and
the Insured's life remains insured.
INSURED: The person upon whose life the Policy is issued.
IN WRITING (WRITTEN REQUEST): In a written form satisfactory to PHL Variable and
delivered to VPMO.
ISSUE PREMIUM: The premium payment made in connection with the issue of the
Policy.
MINIMUM REQUIRED PREMIUM: The required premium as specified in the Policy. An
increase or decrease in the face amount of the Policy will change the Minimum
Required Premium amount.
MONTHLY CALCULATION DAY: The first Monthly Calculation Day is the same day as
the Policy Date. Subsequent Monthly Calculation Days are the same day of each
month thereafter or, if such day does not fall within a given month, the last
day of that month will be the Monthly Calculation Day.
PAYMENT DATE: The Valuation Date on which a premium payment or loan repayment is
received at PHL Variable, unless it is received after the close of the New York
Stock Exchange ("NYSE"), in which case it will be the next Valuation Date.
PHL VARIABLE (US, WE, COMPANY): PHL Variable Insurance Company, Hartford,
Connecticut.
PLANNED ANNUAL PREMIUM: The premium amount that the Policyowner agrees to pay
each Policy Year. It must be at least equal to the Minimum Required Premium
required for the face amount of insurance selected and must be no greater than
the maximum premium allowed for the face amount selected.
POLICY ANNIVERSARY: Each anniversary of the Policy Date.
- 38 -
<PAGE>
POLICY DATE: The Policy Date as shown on the Schedule Page of the Policy. It is
the date from which Policy Years and Policy Anniversaries are measured.
POLICY MONTH: The period from one Monthly Calculation Day up to but not
including the next Monthly Calculation Day.
POLICYOWNER (YOU, YOUR, OWNER): The owner of a Policy.
POLICY VALUE: The sum of a Policy's share in the values of each Subaccount of
the VUL Account plus the Policy's share in the values of the GIA.
POLICY YEAR: The first Policy Year is the one-year period from the Policy Date
up to, but not including, the first Policy Anniversary. Each succeeding Policy
Year is the one-year period from the Policy Anniversary up to but not including
the next Policy Anniversary.
PROPORTIONATE: Amounts allocated to Subaccounts on a proportionate basis are
allocated by increasing (or decreasing) a Policy's share in the value of the
affected Subaccounts so that such shares maintain the same ratio to each other
before and after the allocation.
SERIES: A separate investment portfolio of the Funds.
SUBACCOUNTS: Accounts within the VUL Account to which non-loaned assets under a
Policy are allocated.
UNIT: A standard of measurement used in determining the value of a Policy. The
value of a Unit for each Subaccount will reflect the investment performance of
that Subaccount and will vary in dollar amount.
VALUATION DATE: For any Subaccount, each date on which the net asset value of
the Fund is determined.
VALUATION PERIOD: For any Subaccount, the period in days from the end of one
Valuation Date through the next.
VPMO: The Variable Products Mail Operations division of PHL Variable that
receives and processes incoming mail for VULA.
VUL ACCOUNT: PHLVIC Variable Universal Life Account.
VULA: Variable and Universal Life Administration division of PHL Variable.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Depositor of the Registrant has caused this registration statement to be duly
signed on behalf of the Registrant in the City of Hartford, Connecticut on the
16th day of October,1998.
PHLVIC VARIABLE UNIVERSAL LIFE ACCOUNT
(Registrant)
By: PHL VARIABLE INSURANCE COMPANY
------------------------------
(Depositor)
By: /s/ Dona D. Young
-----------------
Executive Vice President
ATTEST:
/s/ Nancy J. Engberg
--------------------
Secretary
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