As filed with the Securities and Exchange Commission on
December 30, 1998
Registration No. 811-09115
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
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
LEGACY BUILDER VARIABLE LIFE SEPARATE ACCOUNT
(Name of Unit Investment Trust)
PFL LIFE INSURANCE COMPANY
(Name of Depositor)
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of
information provided herein.
Page 1 of 31 Pages
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I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Legacy Builder Variable Life Separate Account (the
"Separate Account")
The Separate Account has no Internal Revenue Service employer
identification number.
(b) Furnish title of each class or series of securities issued by the
trust.
Legacy Builder II is a modified
single premium variable life insurance policy (the
"Policy"or "Policies"). It may be purchased as an
individual or joint and last survivor life insurance.
2. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification number of each
depositor of the trust.
PFL Life Insurance Company ("PFL")
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
Internal Revenue Service Employer
Identification Number: 39-0989781
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 distribution commences, the principal
underwriter will be AFSG Securities Corporation
("AFSG"), 4425 North River Blvd., NE, Cedar Rapids,
Iowa 52402.
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Internal Revenue Service Employer
Identification Number: 23-2421076
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Iowa
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 Board of Directors of PFL
established the Legacy Builder Variable Life Separate
Account under the laws of Iowa as a separate
investment account pursuant to a Written Consent
dated November 20, 1998. The Separate Account is
subject to regulation by the Iowa Commissioner of
Insurance.
(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 Separate Account's name hasnever been changed.
8. State the date on which the fiscal year of the trust ends.
Not applicable.
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or 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
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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.
There are no pending legal proceedings commenced by,
or known to be contemplated by, a governmental authority and
no pending legal proceedings, material with respect to
prospective purchasers of the Policies, to which the Separate
Account, the depositor or the principal underwriter is a party
to or to which the Separate Account's assets are subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights
of Holders
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies to be issued are of the
registered type insofar as the Policies are personal
to the owner of the Policies ("Owner") and the
records concerning the Owner are maintained by or on
behalf of PFL.
(b) Whether the securities are of the cumulative or
distributive type.
The Policies are of the cumulative type, providing for
no distribution of income, dividends, or capital gains.
Such amounts are not separately identifiable but are
reflected in the cash value and death benefits under a
Policy at any time.
(c) The rights of security holders with respect to withdrawal
or redemption.
Incorporated herein by reference to the prospectus
filed on November 30, 1998 (the"Prospectus") as part
of a registration statement on Form S-6 under the
Securities Act of 1933 (File No. 333-68087)(the
"Registration Statement") describing modified single
premium variable life insurance
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policies,specifically, the section entitled "Surrenders
and Partial Withdrawals."
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
Incorporated herein by reference to the sections of the
Prospectus entitled "Addition, Deletion, or
Substitution of Investments,"Canceling a Policy,"
"Policy Values - Subaccount Value,"Transfers,""Loans,"
"Surrenders and Partial Withdrawals," and
"Policy Termination."
(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 or
defaults by security holders in making principal payments,
and with respect to reinstatement.
Incorporated herein by reference to the section of the
Prospectus entitled "Policy 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.
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios - Your Right to Vote Portfolio Shares."
(g) Whether security holders must be given notice of any change
in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the
trust.
(3) the provisions of any indenture or agreement of the
trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios."
(h) Whether the consent of security holders is required in
order for action to be taken concerning any change in:
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(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the
trust.
(3) the provisions of any indenture or agreement of the
trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the Prospectus
section entitled "The Separate Account and the
Portfolios."
(i) Any other principal feature of the securities issued by
the trust or any other principal right, privilege or
obligation not covered by subdivisions (a) to (g) or by any
other item in this form.
Incorporated herein by reference to the Prospectus
sections entitled "The Policy," "Premiums," "Policy
Values,""Death Benefit," and "Other Policy Information.
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which 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 the type of
securities comprising the portfolio of such investment company.)
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios."
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have
been the underlying securities.
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Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and
the Portfolios."
Information Concerning Load, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each
load, fee, expense or charge to which (1) principal payments,
(2) underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are
paid and his relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Incorporated herein by reference to the sections of the
Prospectus entitled "Policy Summary," "Charges and
Deductions," and "Portfolio Annual Expense Table."
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information
with respect to sales load and other deductions from
principal payments.
See answer to Item 13(a).
(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 Item 13(a).
(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,
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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. (Assignment, reinstatement, replacing lost
certificates, etc.)
See Item 10(e).
(f) State whether the depositor, principal underwriter,
custodian or trustee, or any affiliated person of the
foregoing may receive profits or other benefits not included
in answer to Item 13(a)or 13(d) through the sale or purchase
of the trust's securities or underlying securities or
interests in underlying securities, and describe ties or
interests in underlying securities, and describe fully the
nature and extent of such profits or benefits.
PFL will compensate certain persons, including
PFL and AFSG agents for services in connection with
the selling and servicing of the Policies, but such
compensation will be paid from PFL's general account.
PFL may receive compensation from an affiliate(s) of
certain of the Portfolios based upon an annual
percentage of the average assets held in that
Portfolio by PFL. These amounts are intended to
compensate PFL for administrative and other services
provided by PFL to the Portfolios and/or the
affiliate.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial
statements filed herewith.
Not applicable.
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.
Incorporated herein by reference to the section of the
Prospectus entitled "The Policy--Purchasing a Policy."
15. Described 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.
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Incorporated herein by reference to the sections of the
Prospectus entitled "The Policy," and "Premiums."
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.
Incorporated herein by reference to the sections of the
Prospectus entitled "The Separate Account and the
Portfolios," and "Policy Values."
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
The procedures with respect to withdrawals or
redemption of security holders are described in
response to Items 10(c),(d), and (i).
(b) Furnish the names of any persons who may redeem or
repurchase, or are required to redeem or repurchase, the
trust's securities or underlying securities from security
holders, and the substance of the provisions of any indenture
or agreement pertaining thereto.
PFL is required to process all surrender requests as
described in Item 10(c). The underlying funds will
redeem its shares upon PFL's request in accordance with
the Investment Company Act of 1940.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
A Policy, once totally surrendered, may not be resold
or reinstated.
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.
Incorporated herein by reference to
the sections of the Prospectus entitled "The Separate
Account," and "PFL's Executive Officers and
Directors."
(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.
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account."
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(c) If any reserves or special funds are created out of income
or principal, state with respect to each such reserve or fund
the purpose and ultimate disposition thereof, and describe the
manner of handling of same.
The part of the premium placed in the Separate Account
constitutes certain reserves for benefits under the
Policy. These are actuarial reserves for future
benefits payable under the Policies.
(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 procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
Incorporated herein by reference to the section of
the Prospectus entitled "Records."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(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.
PFL acts as custodian. There are no
provisions relating to the removal or resignation of
the custodian or the failure of the custodian to
perform its duties, obligations and functions.
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(d) The appointment of a successor trustee and the procedure
if a successor trustee is not appointed.
The Separate Account has no trustee.
(e) The removal or resignation of the depositor, or the
failure of the depositor to perform its duties, obligations
and functions.
There are no provisions relating to
the removal or resignation of the depositor or the
failure of the depositor to perform its duties,
obligations and functions.
(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 and 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.
Incorporated herein by reference to the section of
the Prospectus entitled "Loans."
(b) Furnish a brief description of any procedure or
arrangement by which loans are made available to security
holders by the depositor, principal underwriter, trustee or
custodian, or any affiliated person of the foregoing.
See paragraph (a) of this Item.
(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
aggregated amount of loans in default at the end of the last
fiscal year covered by financial statements filed herewith.
Loans are available to Owners only
in accordance with the loan provisions of the
Policies. See paragraph (a) of this Item.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
There is no such provision or agreement.
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23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
A blanket bond has been issued to
AEGON U.S. Holding Corporation ("AEGON U.S.") in
the amount of $10 million covering all of the
employees of AEGON U.S and its affiliates,
including PFL. A Stockbrokers Blanket Bond,
issued to AEGON U.S.A. Securities, Inc. providing
fidelity coverage, covers the activities of
registered representatives of AFSG to a limit of
$10 million.
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.
Incorporated herein by reference to
the sections of the Prospectus entitled "Other
Policy Information," and "Additional Information."
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form or organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
PFL is a stock life insurance company domiciled
in Iowa. PFL was incorporated under Iowa law on
April 19, 1961 as a wholly owned indirect
subsidiary of AEGON USA, Inc.
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.
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(b) Furnish the following information with respect to any fee
or any participation in fees received by the depositor from
any underlying investment company or any affiliated person
or investment adviser of such company.
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 circumstance surrounding such
cessation.
PFL is engaged in the business of issuing life
insurance policies and annuity contracts, and is
licensed to do business in the District of
Columbia, Guam and all states except New York. PFL
has filed the Policy described in this prospectus
with insurance officials in those jurisdictions in
which the Policies are sold.
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.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor
of the trust;
(iii) ownership of all securities of the depositor;
(iv) other companies of which each person
named above is presently officer, director, or
partner.
See answer to Item 28(b) and Item 29.
(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.
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PFL's Executive Officers and Directors
PFL is governed by a board of directors. The following table sets forth
the name, address and principal occupation during the past five years of each of
PFL's executive officers and directors.
<TABLE>
<CAPTION>
<S> <C> <C>
Board of Directors
Principal Occupation During Past 5
Name and Address Position with PFL years
William L. Busler* Director, Chairman of the Board, and Director, Chairman of the Board, and
President President
Larry N. Norman* Director, Executive Vice President Director, Executive Vice President
Patrick S. Baird* Director, Senior Vice President, and Executive Vice President
Chief Operating Officer (1995-present), Chief
Operating Officer(1996-present),
Chief Financial Officer(1992-1995),
Vice President and Chief Tax Officer
(1984-1995)of AEGON USA.
Douglas C. Kolsrud* Director, Senior Vice President, Chief Director, Senior Vice President,
Investment Officer and Corporate Actuary Chief Investment Officer and
Corporate Actuary
Craig D. Vermie* Director, Vice President, Secretary and Director, Vice President, Secretary
General Counsel and General Counsel
* Located at PFL Life Insurance Company, 4333 Edgewood Road, NE, Cedar Rapids, IA 52449.
</TABLE>
The following table gives the name, address and principal occupation during the
past five years of the senior officers of PFL (other than officers listed above
as directors).
<TABLE>
<CAPTION>
<S> <C> <C>
Senior Officers
Principal Occupation During Past 5
Name and Address Position with PFL years
Robert J. Kontz* Vice President and Corporate Vice President and Corporate
Controller Controller
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Brenda K. Clancy* Vice President, Treasurer and Chief Vice President, Treasurer and Chief
Financial Officer Financial Officer
* Located at PFL Life Insurance Company, 4333 Edgewood Road, NE, Cedar Rapids, IA 52449.
</TABLE>
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: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.
PFL is a stock life insurance company that is a
wholly owned indirect subsidiary of AEGON USA, Inc.
AEGON USA, Inc. Is a wholly owned indirect subsidiary
of AEGON nv, a Netherlands corporation that is a
publicly traded international insurance group. PFL's
principal office is located at 4333 Edgewood Road, NE,
Cedar Rapids, IA 52449.
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.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers
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;
(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;
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(c) indirectly or through subsidiaries to each of the officers
or partners of the depositor.
Not applicable. No officer, employee, etc. affiliated
with the depositor receives additional remuneration
for services rendered with respect to the
Separate Account.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
Compensation to Employees
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all
employees of the depositor (exclusive of persons whose
remuneration is reported in Items 31 and 32) who received
remuneration in excess of $10,000 during the last fiscal
year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
Not applicable. See Item 31.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last
fiscal year covered by financial statement filed herewith
to the following classes of persons (exclusive of those
persons covered by Item 33(a)): (1) Sales managers, branch
managers, district managers and other persons supervising
the sale of registrant's securities; (2) Salesmen, sales
agents,canvassers and other persons making solicitations but
not in supervisory capacity; (3) Administrative and
clerical employees; and (4) Others (specify). If a person
is employed in more than one capacity, classify according to
predominant type of work.
Note applicable. See Item 31.
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Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable.
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 discounted, indicating by appropriate letter
the status with respect to each state.
The Policies are offered in Guam, the District of
Columbia and all states with the exception of
New York.
36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or
state governmental officer, agency,or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was
subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
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(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.
Not applicable.
38. (a) Furnish a general description of the method of distribution
of securities of the trust.
AFSG Securities Corporation (AFSG), is the principal
underwriter of the Policy. The Policy will be sold by
individuals who are licensed as PFL's life insurance
agents and who are also registered representatives of
broker-dealers having written sales agreements for
the Policy with AFSG.
(b) State the substance of any current selling agreement
between each principal underwriter and the trust or the
depositor, including a statement as to the inception and
termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
See Exhibit A(3)(b) incorporated
herein by reference to Post-Effective Amendment No. 4
to the Registration Statement on Form N-4 (File
Number 333-7509), filed on April 30, 1998.
(c) State the substance of any current agreements or
arrangements of each principal underwriter with dealers,
agents, salesman, 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).
See Exhibit A(3)(a) incorporated
herein by reference to Post-Effective Amendment No. 4
to the Registration Statement on Form N-4 (File
Number 333-7509), filed on April 30, 1998.
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.
AFSG is a Pennsylvania corporation with its principal
place of business located at 4425 North River
Boulevard, NE, Cedar Rapids, Iowa 52402, that is
registered with the Securities and Exchange
Commission under the Securities Exchange Act
of 1934 as a broker-dealer.
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(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National
Association of Securities Dealers, Inc.
AFSG is a member of the National
Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the
sale of securities of the trust and any other functions in
connection therewith exercised by such underwriter in such
capacity or otherwise during the period covered by the
financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee
or any participation in fees received by each principal
underwriter from any underlying investment company or any
affiliated person or investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
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.
Upon effectiveness of the registration statements for
the Policies, AFSG will act as principal underwriter
of the Policies. AFSG is registered with the
Commission under the Securities Exchange Act of
1934 as a Broker-dealer and is a member of the
National Association of Securities Dealers, Inc.
AFSG also serves as principal underwriter for other
separate accounts offering variable life and annuity
policies of PFL and affiliates
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(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.
(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. Securities of the Separate Account
have not yet been distributed by the principal
underwriter or any of its representatives.
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: (a) name and principal business address;
(b) position with principal underwriter; (c) ownership of securities of
the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable.
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).
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(5) Other items which registrant adds to the net asset value
in computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load);
and
(ii)after adding distributor's compensation (load).
Incorporated herein by reference to
the sections of the Prospectus entitled "PFL and the
Fixed Account," "The Separate Account and the
Portfolios," "Policy Values," and "Transfers."
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation
and indicate the person or classes of persons to whom such
offering is made.
Incorporated herein by reference to the Prospectus
section entitled "Premiums."
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.
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.
See Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is
used.
See Item 44(a)(2).
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(3) Whether price is as of the day of sale or as of any other
time.
As of the day a request for surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
See Item 44(a)(4) and 18(c).
(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.
Not applicable.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as
at latest practicable date.
No policies have yet been offered for sale to the
public.
Purchase and Sale of Interests in Underlying Securities from and to Security
Holders
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interests in
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.
Shares of the underlying funds are purchased at net asset
value. These shares are currently available as an
investment medium for variable annuity policies and
variable life policies issued by PFL or other unaffiliated
insurance companies. The underlying funds sell and redeem
their shares at net asset value; and do not impose a sales
charge.
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V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
Not applicable.
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.
Not applicable.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company
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The name and address of the insurance company are set
forth in Item 2.
(b) The types of Policies and whether individual or group Policies.
The Policies are modified single premium variable life
insurance, which PFL may issue on an individual basis
and joint and last survivor basis.
(c) The types of risks insured and excluded.
See Item 10(i). PFL assumes the risk that the
deductions made for insurance risks will prove
inadequate to cover actual insurance costs. PFL also
assumes the risk that deductions for expenses may be
inadequate to pay for the services and benefits
provided under the Policies.
(d) The coverage of the Policies.
See Paragraph (c) of this Item. The minimum specified
amount is stated in the Policy. Life insurance
proceeds will be reduced by any outstanding
indebtedness and any due and unpaid charges.
(e) The Beneficiaries of such Policies and the uses to which the
proceeds of Policies must be put.
The recipient of the benefits of the insurance
undertakings described in the Answer to Items 10(i)
and 51(c)is either the Owner or the Beneficiary
specified in the Policy. There are no restrictions on
the use of the proceeds other than those established
by the Owner.
(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 Policy and may
not be terminated while the Policy remains in effect.
(g) The method of determining the amount of premiums to be paid
by holders of securities.
See Answers to Items 13(a) and 13(d)for the amount of
charges imposed. See Items 10(c), 10(i) and 44(c)
for the manner in which the premium is determined.
(h) The amount of aggregate premiums paid to the insurance
company during the last fiscal year.
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<PAGE>
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 amounts involved, and the nature of the services rendered
therefor.
No person other than PFL receives any part of the
amounts deducted for assumption of mortality and
expense risks.
(j) The substance of any other material provisions of any
indenture or agreement of the trust relating to insurance.
None.
VII.
CONTRACT OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities
must or may be eliminated from assets of the trust or must or
may be replaced by other portfolio securities.If an investment
adviser or other person is to be employed in connection with
such selection, elimination or substitution, state the name of
such person, the nature of any affiliation to the depositor,
trustee or custodian, and any principal underwriter, and the
amount of remuneration to be received for such services. If
any particular person is not designated in the indenture or
agreement, describe briefly the method of selection of such
person.
See Answers to Items 10(g) and 10(h) regarding PFL's
right to substitute any other investment for shares
of any portfolio of the underlying funds or Units of
any series of the Trust.
(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:
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<PAGE>
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted;
(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 Items 10(g)and 10(h).
(d) Furnish a description of any Contract (exclusive of Policies
covered by paragraphs (a) and (b) herein) of the trust which
is deemed a matter of fundamental contract and which is
elected to be treated as such.
None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
PFL is taxed as a life insurance company under art I of
Subchapter L of the Internal Revenue Code ("Code").
The Separate Account is treated as part of PFL and,
accordingly, will not be taxed separated as a
"regulated investment company" under Subchapter M of
the Code.
Section 817(h) of the code authorizes the Treasury to
set standards by regulation or otherwise for the
investments of a separate account to be "adequately
diversified" in order for a variable life policy to
be treated as a life insurance contract for Federal
tax purposes. The Separate Account, through the
underlying funds, intends to comply with the
diversification requirements prescribed by the
Treasury in Reg. Sec. 1.817-5, which affect how an
underlying fund's assets may be invested. PFL
believes that the underlying funds will be operated
in compliance with the requirements prescribed by the
Treasury.
26
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(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. The schedule shall cover a certificate of
the type currently being sold assuming that such certificate had been
sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during each 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.
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<PAGE>
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:
Financial Statements of the Trust
The Trust has not yet commenced operations
and, therefore, financial statements are not available at
this time.
Financial Statements of the Depositor
The financial statements of PFL Life
Insurance Company will be provided in a Pre-Effective
Amendment to the Registration Statement.
IX.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust
was organized or issued securities.
Incorporated herein by reference to the Legacy
Builder Variable Life Separate Account Registration
Statement on Form S-6 filed on November 30, 1998 (File
Number 333-68087).
(2) The indenture or agreement pursuant to which the proceeds of
payments of securities are held by the custodian or trustee,
if such indenture or agreement is not the same as the
indenture or agreement referred to in paragraph (1).
Not applicable.
(3) Distributing policies:
(a) Agreements between the Trust and principal underwriter or
between the depositor and principal underwriter.
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(b) Specimen of typical agreements between principal
underwriter and dealers, managers, sales supervisors and
salesmen.
(c) Schedules of sales commissions.
Incorporated herein by reference to the Legacy Builder
Variable Life Separate Account Registration Statement on
Form S-6 filed on November 30,1998
(File Number 333-68087).
(4) Any agreement between the depositor, principal underwriter and
the custodian or trustee other than indentures or agreement
set forth in paragraphs (1), (2) and (3) with respect to the
Trust or its securities.
Not applicable.
(5) The form of each type of security.
Incorporated herein by reference to the
Legacy Builder Variable Life Separate Account Registration
Statement on Form S-6 filed on November 30, 1998 (File
Number 333-68087).
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
Incorporated herein by reference to the Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-3
(File Number 333-36297) filed on February 27, 1998.
(7) Any insurance policy between the Trust and the insurance
company or between the depositor and the insurance company,
together with the table of insurance premiums.
Not applicable.
(8) Any agreement between the Trust or the depositor concerning
the Trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
Incorporated herein by reference to the
following Registration Statement filings:
Registration Statement on Form S-6 (File Number 333-68087)
filed on November 30, 1998;
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Post-Effective Amendment No. 1 to the Registration
Statement on Form N-4 (File Number 333-26209)filed on
April 29, 1998;
Post-Effective Amendment No. 4 to the Registration
Statement on Form N-4 (File Number 333-7509)filed on
April 30, 1998; and
Pre-Effective Amendment No.1 to the Registration Statement
on Form N-4 (File Number 333-7509)filed on
December 6, 1996.
(9) All other material policies not entered into in the ordinary
course of business of the Trust or of the depositor concerning
the Trust.
Not applicable.
(10) Form of application for a periodic payment plan certificate.
Incorporated herein by reference to the Registration
Statement on Form S-6 (File Number 333-68087)filed on
November 30, 1998.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of
the Act prior to the date of the filing of this form.
Not applicable.
(2) Each annual report sent to security holders covering each
fiscal year ending after January 1, 1937, exclusive of
reports, copies of which have heretofore been filed with the
Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the Trust,
distributed securities of the Trust during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
30
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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 Cedar Rapids, and the
State of Iowa on the 30th day of December, 1998.
[Seal]
LEGACY BUILDER VARIABLE LIFE SEPARATE ACCOUNT
(Name of Registrant)
By: PFL LIFE INSURANCE COMPANY
(Name of depositor)
By: /s/William L. Busler
Typed Name: William L. Busler
Title: Director, Chairman of the
Board, and President
Attest: /s/ Frank A. Camp
Typed Name: Frank A. Camp
Title: Vice President,
Division General Counsel
31
