As filed with the Securities and Exchange Commission
on January 28, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8B-2
File No. 811-09213
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE CURRENTLY ISSUING
SECURITIES PURSUANT TO SECTION 8(B)
OF THE INVESTMENT COMPANY ACT OF 1940
SEPARATE ACCOUNT IPL-1 OF
INVESTORS PARTNER LIFE INSURANCE COMPANY
(Name of Unit Investment Trust)
______ Not the issuer of periodic payment plan certificates
X
______ Issuer of periodic payment plan certificates
Issuer of periodic payment plan certificates only
for purposes of information provided herein.
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ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Separate Account IPL-1 of Investors Partner Life Insurance Company
(the "Separate Account"). There is no Internal Revenue Service
Employer Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Interests under individual flexible premium variable life
insurance policies (the "Policy" or "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.
Investors Partner Life Insurance Company ("Investors Partner")
John Hancock Place
200 Clarendon Street
Boston, Massachusetts 02117
Internal Revenue Service Employer Identification Number: 13-3072894
3. Furnish name and principal business address and ZIP code and 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.
Investors Partner will hold in its own custody all of the securities of
the Separate Account.
4. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
No Policies are currently being issued. When such distribution
commences, John Hancock Funds, Inc. will act as the principal
underwriter of the Policies.
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Internal Revenue Service Employer Identification Number: 04-3111116
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5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Delaware
6. (a) Furnish the dates of execution and termination of any
indenture or agreement currently in effect under the terms of
which the trust was organized and issued or proposes to issue
securities.
The Separate Account was established under Delaware law
pursuant to a resolution of the Board of Directors of
Investors Partner on September 15, 1998. The resolution will
continue in effect until terminated or amended by the Board of
Directors of Investors Partner.
(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to which
the proceeds of payments on securities issued or to be issued
by the trust are held by the custodian or trustee.
Not applicable for the reasons set forth under item 3 which is
incorporated herein by reference.
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January 1, 1930. If the name
has never been changed, so state. [Chart omitted.]
The name of the Separate Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or 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.
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No pending litigation or administrative proceeding, and no litigation
or administrative proceeding known to be contemplated by a governmental
authority would have a material effect upon security holders of the
Separate Account.
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 that are to be issued are of the registered type,
insofar as the Policies are owned by the person named in the
Policy as the Policy owner ("Policy Owner"), and records
concerning the Policy Owner are maintained by or on behalf of
Investors Partner.
(b) Whether the securities are of the cumulative or distributive
type.
The Policies are essentially of the cumulative type, providing
no direct distribution of income, dividends or capital gains
from investments. Earnings in the Separate Account are
reflected in Policy benefits.
(c) The rights of security holders with respect to withdrawal or
redemption.
(i) FULL SURRENDER
The Policy Owner may surrender the Policy in full at any time.
If the Policy Owner does, Investors Partner will pay the
Policy Owner the account value, less any Policy loans and less
any surrender charge that then applies. This is called the
"surrender value." The Policy Owner must return the Policy
when the Policy Owner requests a full surrender.
(ii) POLICY LOANS
The Policy Owner may borrow from the Policy at any time after
it has been in effect for 1 year by completing a form
satisfactory to Investors Partner or, if the telephone
transaction authorization form has been completed, by
telephone.
The maximum amount the Policy Owner can borrow is determined
as follows:
- Investors Partner first determines the account
value of the Policy.
- Investors Partner then subtracts 12 times the monthly
charges then being deducted from account value.
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- Investors Partner then multiplies the resulting number by
the ratio of 1 plus the interest rate credited to the
special loan account (described below) divided by 1 plus
the interest rate charged on the loan.
The minimum amount of each loan is $300. The interest charged
on any loan is 4.0% in all Policy years. Accrued interest will
be added to the loan daily and will bear interest at the same
rate as the original loan amount. A loan does not reduce the
account value, but the amount of the loan is deducted from the
investment options in the proportions the Policy Owner
designates (or, in the absence of such a designation, in the
same proportion as the account value is then allocated among
them) and is placed in a special loan account. This special
loan account will earn interest at 3.0% in the first 9 Policy
years and 4.0% after that. However, if Investors Partner
determines that a loan will be treated as a taxable
distribution because of the differential between the loan
interest rate and the rate being credited on the special loan
account, Investors Partner reserves the right to decrease the
rate credited on the special loan account to a rate that
would, in its reasonable judgment, result in the transaction
being treated as a loan under Federal tax law.
The Policy Owner can repay all or part of a loan at any time.
Each repayment will be allocated among the investment options
as follows:
- The same proportionate part of the loan as was
borrowed from the fixed investment option will be repaid to
the fixed investment option.
- The remainder of the repayment will be allocated among
the investment options in the proportions the Policy
Owner designates (or, in the absence of such a designation,
in the same way a new premium payment would be allocated).
If the Policy Owner wants a payment to be used as a loan
repayment, the Policy Owner must include instructions to that
effect. Otherwise, all payments will be assumed to be premium
payments.
CANCELLATION
The Policy Owner has the right to cancel the Policy within 10
days (or longer in some states) after the Policy Owner
receives it. This is referred to as the "free look" period. To
cancel the Policy, the Policy Owner simply delivers or mails
the Policy to: (1) Investors Partner at its Servicing Office
or (2) the Investors Partner representative who delivered the
Policy to the Policy Owner. In most states, the Policy Owner
will receive a refund of any premiums the Policy Owner paid.
In some states, the refund will be the account value on the
date of cancellation plus all charges deducted by Investors
Partner on the underlying investments prior to that date. The
date of cancellation will be the date Investors Partner
receives the Policy.
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MATURITY
If the insured person reaches age 100, the death benefit will
become equal to the account value on the date of death.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption and similar matters.
PARTIAL WITHDRAWALS
The Policy Owner may make a partial withdrawal of the
surrender value at any time. Each partial withdrawal must be
at least $500. There is a charge for each partial withdrawal.
Investors Partner will automatically reduce the account value
of the Policy by the amount of the withdrawal and the related
charge. Unless the Policy Owner designates otherwise, each
investment option will be reduced in the same proportion as
the account value is then allocated among them. Investors
Partner will not permit a partial withdrawal if it would cause
the surrender value to fall below 3 months' worth of monthly
charges. In certain circumstances, Investors Partner will also
reduce the face amount of insurance by the amount of the
withdrawal and the related charge. If Investors Partner makes
any such reduction in the face amount, Investors Partner will
also reduce the guaranteed death benefit due after the date of
the withdrawal. If the Option A death benefit is then in
effect, Investors Partner generally will automatically reduce
the face amount of insurance by the amount of the withdrawal
and the related charge. If any such reduction in the face
amount is made, Investors Partner will also reduce the GDB
Premiums due after the date of the withdrawal. If such a face
amount reduction would cause the Policy to fail the Internal
Revenue Code's definition of life insurance, Investors Partner
will not permit the partial withdrawal.
TRANSFERS OF EXISTING ACCOUNT VALUE
The Policy Owner may also transfer the existing account value
from one investment option to another. To do so, the Policy
Owner must tell Investors Partner how much to transfer, either
as a percentage or as a specific dollar amount.
The Policy Owner can make transfers out of any variable
investment option anytime the Policy Owner wishes, but
transfers out of the fixed investment option are subject to
the following restrictions:
- The Policy Owner can only make such a transfer once a year
and only during the 31 day period following the Policy
anniversary.
- Investors Partner must receive the request for such a
transfer during the period beginning 60 days prior to the
Policy anniversary and ending 30 days after it.
- The most the Policy Owner can transfer at any one time is
the greater of $500 or 20% of the assets in the fixed
investment option.
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DOLLAR COST AVERAGING
This is a program of automatic monthly transfers out of the
Money Market investment option into one or more of the other
variable investment options. The Policy Owner chooses the
investment options and the dollar amount and timing of the
transfers. The program is designed to reduce the risks that
result from market fluctuations. It does this by spreading out
the allocation of the money to investment options over a
longer period of time. This allows the Policy Owner to reduce
the risk of investing most of the money at a time when market
prices are high. The success of this strategy depends on
market trends and is not guaranteed.
(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.
LAPSE AND REINSTATEMENT
If the Policy's surrender value is not sufficient to pay the
charges and the guaranteed death benefit feature is not in
effect, Investors Partner will notify the Policy Owner of how
much the Policy Owner will need to pay to keep the Policy in
force. The Policy Owner will have a 61 day "grace period" to
make that payment. If the Policy Owner does not pay at least
the required amount by the end of the grace period, the Policy
will terminate (i.e., lapse). All coverage under the Policy
will then cease and Investors Partner will pay the Policy
Owner any surrender value that is left over. Even if the
Policy terminates in this way, the Policy Owner can still
reactivate (i.e., "reinstate") it within 1 year from the
beginning of the grace period. The Policy Owner will have to
provide evidence that the insured person still meets the
requirements for issuing coverage. The Policy Owner will also
have to pay a minimum amount of premium and be subject to the
other terms and conditions applicable to reinstatements, as
specified in the Policy.
The guaranteed death benefit feature guarantees that the
Policy will not lapse, regardless of adverse investment
performance, if, on the immediately preceding monthly
deduction date, the amount of cumulative premiums the Policy
Owner has paid (less all withdrawals and outstanding loans
taken from the Policy) equals or exceed a defined minimum
as of that date. The defined minimum is the "Guaranteed
Death Benefit Premium" or "GDB Premium"applicable on the date
in question multiplied by the number of monthly deduction
dates since the Policy's date of issue. There are three
types of GDB Premium:
-one that will maintain no-lapse status until the end of the
fifth Policy year;
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-another that will maintain no-lapse status until the
Policy anniversary nearest the insured person's 75th
birthday (this applies only if the insured person is less
than age 70 when the Policy is issued); and
-a third that will maintain no-lapse status untilthe
Policy anniversary nearest the insured person's 100th
birthday.
The second GDB Premium is higher than the first and the third
is higher still. No GDB Premium will ever be greater than the
so-called "guideline premium" for the Policy as defined
in Section 7702 of the Internal Revenue Code. If such
"guideline premium" ever becomes less than zero, this feature
will terminate. Also, the GDB Premiums may change in the event
of any change in the face amount of the Policy or any changes
in the death benefit option. Each time Investors Partner tests
to see if this feature is still in effect, Investors Partner
will use the lowest of the GDB Premiums that is still in
effect. If there are monthly charges that remain unpaid
because of this feature, Investors Partner will deduct such
charges when there is sufficient surrender value to pay them.
(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.
Currently, it is intended that all of the assets in the
Sub-Accounts of the Separate Account will be invested in
shares of the corresponding portfolios (collectively referred
to as the "Underlying Portfolios") which is described in item
11 below, of John Hancock Variable Series Trust I (the "Series
Trust").
Investors Partner will vote the shares of each Underlying
Portfolio which are deemed attributable to variable life
insurance Policies at regular and special meetings of the
Series Trust's shareholders in accordance with instructions
received from Policy Owners of such Policies. Shares of the
Series Trust held in the Separate Account which are not
attributable to such Policies, as well as shares for which
instructions from Policy Owners are not received, will be
represented by Investors Partner at the meeting and will be
voted for and against each matter in the same proportions as
the votes based upon the instructions received from the Policy
Owners of such Policies.
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Investors Partner determines the number of a portfolio's
shares held in each Sub-Account attributable to each owner by
dividing the amount of a Policy's account value held in the
Sub-Account by the net asset value of one share in the
portfolio. Fractional votes will be counted. Investors Partner
determines the number of shares as to which the Policy Owner
may give instructions as of the record date for the Series
Trust's meeting.
The Policy Owner may give instructions regarding the election
of the Board of Trustees of the Series Trust, ratification of
the selection of independent auditors, approval of Series
Trust investment advisory agreements and other matters
requiring a shareholder vote. Investors Partner will furnish
Policy Owners with information and forms to enable them to
give voting instructions.
Investors Partner may, in certain limited circumstances
permitted by the SEC's rules, disregard voting instructions.
If Investors Partner does disregard voting instructions, the
Policy Owner will receive a summary of that action and the
reasons for it in the next semi-annual report to Policy
Owners.
The voting privileges reflect Investors Partner's
understanding of applicable Federal securities law
requirements. To the extent that applicable law, regulations
or interpretations change to eliminate or restrict the need
for such voting privileges, Investors Partner reserves the
right to proceed in accordance with any such revised
requirements.
(g) Whether the security holders must be given notice of any
change in:
(1) the composition of the assets of the trust.
Investors Partner reserves the right, subject to
compliance with applicable law, including approval of
Policy Owners if so required, (1) to transfer assets
determined by Investors Partner to be associated with
the class of Policies to which the Policy belongs
from the Separate Account to another separate account
or Sub-Account, (2) to operate the Separate Account
as a "management-type investment company" under the
Investment Company Act of 1940 (the "1940 Act"), or
in any other form permitted by law, the investment
adviser of which would be Investors Partner, John
Hancock or an affiliate of either, (3) to deregister
the Separate Account under the 1940 Act, (4) to
substitute for the portfolio shares held by a
Sub-Account any other investment permitted by law,
(5) to take any action necessary to comply with or
obtain any exemptions from the 1940 Act, and (6) make
certain other changes if such changes would serve the
best interests of Policy Owners or would be
appropriate in carrying out the purposes of the
Policies. Investors Partner would notify Policy
Owners of any of the foregoing changes and, to the
extent legally required, obtain approval of Policy
Owners and any regulatory body prior thereto. Such
notice and approval, however, may not be legally
required in all cases.
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(2) the terms and conditions of the securities issued by
the trust.
No change in the terms and conditions of the Policies
that affects the Policy Owner's rights will be made
without notice to the Policy Owner to the extent
required by law.
Investors Partner reserves the right to make any
changes in the Policy necessary to ensure the Policy
is within the definition of life insurance under the
Federal tax laws. In its Policies, Investors Partner
reserves the right to make certain changes if such
changes would serve the best interests of Policy
Owners or would be appropriate in carrying out the
purposes of the Policies. Such changes include the
following:
- Changes necessary to comply with or obtain or
continue exemptions under the federal securities
laws.
- Changes in the form of organization of any
separate account.
- Changes necessary to keep the Policies in
compliance with any changes in federal or state tax
laws.
Any such changes will be made only to the extent
permitted by applicable laws and only in the manner
permitted by such laws. When required by law,
Investors Partner will obtain Policy Owner approval
of the changes and the approval of any appropriate
regulatory authority.
(3) the provisions of any indenture or agreement of the
trust.
Not applicable. There is no indenture or agreement
of the trust.
However, no notice to or consent from Policy Owners
is required for any change in Investors Partner's
resolution passed by the Board of Directors which
established the Separate Account.
(4) the identity of the depositor, trustee or custodian.
The depositor of the Separate Account cannot be
changed.
The Separate Account has no trustees.
See the answer to item 3 above which is incorporated
herein by reference.
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(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of the assets of the trust.
See answer to item 10(g)(1) above which is
incorporated herein by reference.
(2) the terms and conditions of the securities issued by
the trust.
No change in the terms and conditions of the Policies
can be made without the consent of the Policy Owners.
(3) the provisions of any indenture or agreement of the
trust
Not applicable. See answer to item 10(g)(3) above
which is incorporated herein by reference.
(4) the identity of the depositor, trustee or custodian.
See the answer to item 10(g)(4) above which is
incorporated herein by reference.
(i) Any other principal feature of the securities issued by the
trust, or any other principal right, privilege or obligation
not covered by subdivisions (a) to (g) or by any other item in
this form.
None.
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.
The Policy Owner is not the owner of the securities held in the
Separate Account, although the value of those securities is used to
calculate Policy benefits. The shares of portfolios of John Hancock
Variable Series Trust I(the "Underlying Portfolios"), described below,
are owned by Investors Partner and held in the Separate Account
pursuant to Delaware insurance law, which governs the operation of
separate accounts of Delaware insurance companies. John Hancock
Variable Series Trust I is a registered, open-end management investment
company organized as a "series" type company within the meaning of
Section 18(f)(2) of the 1940 Act. Each of the Underlying Portfolios
operates pursuant to different investment objectives which are
summarized below:
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MANAGED PORTFOLIO: to achieve maximum long-term total return consistent
with prudent investment risk, through investment in common stocks,
convertible debentures, convertible preferred stocks, bonds, and money
market instruments.
GROWTH & INCOME PORTFOLIO: to achieve intermediate and long-term growth
of capital with income as a secondary consideration, through investment
principally in common stocks (and securities convertible into or with
rights to purchase common stocks) of companies believed to offer growth
potential over both the intermediate and the long-term.
EQUITY INDEX PORTFOLIO: to provide investment results that
correspond to the total return of the U.S. market as represented by the
S&P 500 Index utilizing common stocks that are publicly traded in the
United States.
LARGE CAP VALUE PORTFOLIO: to provide substantial dividend income, as
well as long-term capital appreciation, through investment in the
common stocks of established companies believed to offer favorable
prospects for increasing dividends and capital appreciation.
LARGE CAP GROWTH PORTFOLIO: to achieve above-average capital
appreciation through the ownership of common stocks (and securities
convertible into or with rights to purchase common stocks) of companies
believed to offer above-average capital appreciation opportunities.
MID CAP VALUE PORTFOLIO: to provide long-term growth of capital
primarily through investment in the common stocks of medium
capitalization companies believed to sell at a discount to their
intrinsic value.
MID CAP GROWTH PORTFOLIO: to provide long-term growth of capital
through a non-diversified portfolio investing primarily in common
stocks of medium capitalization companies.
DIVERSIFIED MID CAP GROWTH PORTFOLIO: to provide long-term growth
of capital through a diversified portfolio investing primarily in
common stocks of medium capitalization growth companies.
REAL ESTATE EQUITY PORTFOLIO: to provide above-average income and
long-term growth of capital by investment principally in equity
securities of companies in the real estate and related industries.
SMALL/MID CAP CORE PORTFOLIO: to achieve long-term growth of capital
through a broadly diversified portfolio of equity securities of U.S.
issuers which are included in the Russell 2500 Index at the time of
investment.
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SMALL CAP VALUE PORTFOLIO: to provide long-term growth of capital by
investing in a well diversified portfolio of equity securities of small
capitalization companies exhibiting value characteristics.
SMALL CAP GROWTH PORTFOLIO: to provide long-term growth of capital
through a diversified portfolio investing primarily in common stocks
of small capitalization emerging growth companies.
GLOBAL EQUITY PORTFOLIO: to achieve long-term growth of capital
through a diversified portfolio of marketable securities, primarily
equity securities, of both U.S. and foreign issuers.
INTERNATIONAL BALANCED PORTFOLIO: to maximize total U.S. dollar
return, consisting of capital appreciation and current income,
through investment in non-U.S. equity and fixed income securities.
INTERNATIONAL EQUITY INDEX PORTFOLIO: to provide investment results
that correspond to the total return of the major developed
international (non-U.S.) equity markets, as represented by the MSCI
EAFE GDP Index.
INTERNATIONAL OPPORTUNITIES PORTFOLIO: to provide capital
appreciation through investment in common stocks of primarily well-
established, non-United States companies.
EMERGING MARKETS EQUITY PORTFOLIO: to achieve capital appreciation by
investing primarily in equity securities of companies in countries
having economies and markets generally considered by the World Bank or
the United Nations to be emerging or developing.
SHORT-TERM BOND PORTFOLIO: to provide a high level of current income
consistent with a low degree of share price fluctuation through
investment primarily in a diversified portfolio of short- and
intermediate-term investment-grade debt obligations.
BOND INDEX PORTFOLIO: to provide investment results that correspond to
the total return and risk characteristics of the U.S. investment
grade fixed income market, as represented by a Lehman Brothers bond
index that tracks the performance of investment grade debt securities.
SOVEREIGN BOND PORTFOLIO: to provide as high a level of long-term total
rate of return as is consistent with prudent investment risk through
investment primarily in a diversified portfolio of freely marketable
debt securities.
STRATEGIC BOND PORTFOLIO: to provide a high total return consistent
with moderate risk of capital and maintenance of liquidity, from a
portfolio of domestic and international fixed income securities.
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HIGH YIELD BOND PORTFOLIO: to provide high current income and capital
appreciation through investing primarily in high yield (below
investment grade) debt securities.
MONEY MARKET PORTFOLIO: to provide maximum current income consistent
with capital preservation and liquidity, through investment in high
quality money market instruments. An investment in this Portfolio is
neither insured nor guaranteed by the U.S. Government and there can be
no assurance that the Portfolio will be able to maintain a stable net
asset value of $10.00 per share.
Additional sub-accounts may be added in the future.
If the trust owns or will own any securities of its regular broker or
dealers as defined in Rule 10b-1 under the Investment Company Act of
1940, or their parents, identify those brokers or dealers and state the
value of the registrant's aggregate holdings of the securities of each
subject issuer as of the close of the registrant's most recent fiscal
year.
The Separate Account currently intends to own only shares of portfolios
of the John Hancock Variable Series Trust I.
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.
John Hancock Variable Series Trust I ("Series Trust")
(b) Name and principal business address of depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Series Trust's custodian is State Street Bank and Trust
Company.
State Street Bank and Trust Company's principal business
address is 225 Franklin Street, Boston, Massachusetts 02110.
(d) Name and principal business address of principal underwriter.
Series Trust's principal underwriter is Signator Financial
Network, Inc. (formerly John Hancock Distributors, Inc.).
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Signator Financial Network, Inc.'s principal business address
is 197 Clarendon Street, Boston, Massachusetts 02117.
(e) The period during which the securities of such company
have been the underlying securities.
No underlying securities have yet been acquired by the
Separate Account.
Information Concerning Loads, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each
load, fee, expense or charge to which (1) principal payments,
(2) underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof:
(C) the name of the person to whom such amounts are paid and
his relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(1) Principal Payments
Premiums paid under the Policies are subject to the following
charges, some of which are made before premiums are invested
in the Separate Account, some of which are deducted from the
Separate Account and some of which are deducted only upon the
occurrence of certain transactions (i.e., surrender,
withdrawal or lapse).
PREMIUM AND DAC TAX CHARGE - A charge to cover state premium
taxes Investors Partner currently expects to pay, on average,
and the increased Federal income tax burden that Investors
Partner currently expects will result from receipt of
premiums. This charge is currently 3.55% of each premium.
SALES AND ADMINISTRATIVE CHARGES - Charges to help defray the
sales and administrative costs. There are two such charges.
The first is a deduction from premium and the second is a
deduction from account value.
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The first charge is 2% of a certain portion of the premium the
Policy Owner pays in the first nine Policy years. The portion
of each year's premium that is subject to the charge is called
the "Target Premium". It is determined at the time the Policy
is issued and will appear in the "Policy Specifications"
section of the Policy. Investors Partner will stop making this
charge on premiums received after the 9th Policy year.
The second sales and administrative charge has two parts: (1)
a flat dollar charge of up to $10 (currently $6) and (2) a
charge based on the amount of insurance and the insured
person's attained age. This charge will appear in the "Policy
Specifications" section of the Policy.
INSURANCE CHARGE - A monthly charge for the cost of insurance.
To determine the charge, Investors Partner multiplies the
amount of insurance for which Investors Partner is at risk by
a cost of insurance rate. The rate is derived from an
actuarial table. The table in the Policy will show the maximum
cost of insurance rates. The cost of insurance rates that
Investors Partner currently applies are generally less than
the maximum rates. The table of rates Investors Partner uses
will depend on the insurance risk characteristics and
(usually) gender of the insured person, the face amount of
insurance and the length of time the Policy has been in
effect. Regardless of the table used, cost of insurance rates
generally increase each year that the Policy Owner own the
Policy, as the insured person's age increases.
EXTRA MORTALITY CHARGE - A monthly charge specified in the
Policy for additional mortality risk if the insured person is
subject to certain types of special insurance risk.
M &E CHARGE - A monthly charge for mortality and expense risks
Investors Partner assumes. The current charge is .70% of that
portion of the account value allocated to variable investment
options for Policy years 1 - 15 and .30% thereafter. This
charge does not apply to the fixed investment option. The
reduction after 15 years has not occurred yet under any
Policy, since no Policy has yet been outstanding for 15 years.
Investors Partner guarantees that this charge will never
exceed the following percentages of that portion of the
account value allocated to variable investment options: .90%
for Policy years 1 -15 and .50% thereafter.
OPTIONAL BENEFITS CHARGE - Monthly charges for any optional
insurance benefits added to the Policy by means of a rider.
Investors Partner currently offers a number of optional
riders, such as disability waiver of charges, disability
payment of premium, and accidental death.
<PAGE>
SURRENDER CHARGE - A charge Investors Partner deducts if the
Policy lapses or is surrendered within the first 9 Policy
years or if there is a decrease in the face amount. Investors
Partner deducts this "surrender charge" to compensate
Investors Partner for expenses that Investors Partner would
otherwise not recover in the event of early lapse or
surrender. The charge is a percentage of that portion of the
current Target Premium that is not attributable to optional
benefit riders. The percentage is higher in the early years
and decreases to zero as follows:
FOR SURRENDERS OR LAPSES DURING PERCENTAGE
Policy year 1 100%
Policy year 2 100%
Policy year 3 90%
Policy year 4 80%
Policy year 5 70%
Policy year 6 60%
Policy year 7 50%
Policy year 8 35%
Policy year 9 20%
Policy year 10 and later 0%
Because the surrender charge is computed with reference to
"Target Premiums", it will be the same regardless of how much
premiums have been paid.
PARTIAL WITHDRAWAL CHARGE - A charge for each partial
withdrawal of account value to compensate Investors Partner
for the administrative expenses of processing the withdrawal.
The charge is equal to the lesser of $20 or 2% of the
withdrawal amount.
(2) Underlying Securities
The Series Trust's investment adviser, John Hancock Mutual
Life Insurance Company ("JHMLICO"), charges the Series Trust a
daily investment advisory fee as compensation for JHMLICO's
services. The annual investment management fee for each of the
available portfolios of the Series Trust are as follows
(expressed as a percentage of average daily net assets of each
Portfolio):
Managed .40% of first $500 million; .35% of next $500
million; .30% of net assets above $1 billion
Large Cap Growth .40% of first $500 million; .35% of next $500
million; .30% of net assets above $1 billion
Growth & Income .25% of all net assets
<PAGE>
Sovereign Bond .25% of all net assets
Money Market .25% of all net assets
Large Cap Value .75% of all net assets
Small Cap Growth .75% of all net assets
Equity Index .15% of first $75 million; .14% of next $50
million; .13% of net assets above $125 million
Small Cap Value .80% of first $100 million; .75% of next $100
million; .65% of net assets above $200 million
Mid Cap Value .80% of first $250 million; .775% of next $250
million; .75% of next $250 million; .725% of net
assets above $750 million
Mid Cap Growth .85% of first $100 million; .80% of net assets
above $100 million
Diversified Mid Cap Growth .75% of first $250 million; .70% of next $250
million; .65% of net assets above $500 million
Real Estate Equity .60% of first $300 million; .50% of next $500
million; .40% of net assets above $800 million
Small/Mid Cap CORE .80% of first $50 million; .70% of net assets
above $50 million
Global Equity .90% of first $50 million; .80% of next $100
million; .70% of net assets above $150 million
International Balanced .85% of first $100 million; .70% of net assets
above $100 million
International Equity Index .18% of first $100 million; .15% of next $100
million; .11% of net assets above $200 million
International Opportunities 1% of first $20 million; .85% of next $30
million; .75% of net assets above $50 million
Emerging Markets Equity 1.30% of first $10 million; 1.20% of next $140
million; 1.10% of net assets above $150 million
Short-Term Bond .30% of all net assets
<PAGE>
Bond Index .15% of first $100 million; .13% on next $150
million; .11% of net assets over $250 million
Strategic Bond .75% of first $25 million; .65% of next $50
million; .55% of next $75 million; .50% of net
assets above $150 million
High Yield Bond .65% of first $100 million; .60% on next $100
million; .50% of net assets above $200 million
(3) Distributions
In general, no distributions will be made to Policy
Owners except voluntary surrenders or partial
withdrawals, and upon the payment of death proceeds.
For charges relating to voluntary surrenders and
partial withdrawals, see item 13(a)(1) above which is
incorporated herein by reference.
(4) Cumulated or reinvested distributions or income
None. All investment income and other distributions
of the Underlying Portfolios are reinvested in
the shares of the Underlying Portfolios at net asset
value.
(5) Redeemed or liquidated assets of the trust's
securities
In answer to this item, see item 13(a)(1) above which
is incorporated herein by reference to the extent
voluntary surrender and partial withdrawals are
considered redeemed or liquidated assets.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish information with respect to
sales load and other deductions from principal payments.
See item 13(a)(1) which is incorporated herein by reference.
(c) State the amount of total deductions as a percentage of the
net amount invested for each type of security issued by the
trust. State each different sales charge available as a
percentage of the public offering price and as a percentage of
the net amount invested. List any special purchase plans or
methods established by rule or exemptive order that reflect
scheduled variations in, or elimination of, the sales load;
and identify each class of individuals or transactions to
which such plans apply.
<PAGE>
For a description of sales charges, see item 13(a)(1) above
which is incorporated herein by reference. For a description
of purchase plans, see item 10(d) above which is incorporated
herein by reference.
Note that the amount of sales load or total deductions as a
percentage of the net amount invested cannot be determined
because of the varying circumstances under which a deferred
surrender charge may be applicable.
(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.
A Policy Owner may select the amount and timing of premium
payments so long as he or she maintains an account value equal
to or greater than the amount needed to pay the monthly
charges. The amount of the monthly charges will not be the
same for all participants and will depend on such things as
the Policy's face amount, the age of the covered person, the
covered person's risk classification, and whether the
participant has elected any optional additional insurance
benefits.
The charges otherwise applicable may be reduced with respect
to Policies issued to a class of associated individuals or to
a trustee, employer or similar entity where Investors Partner
anticipates that the sales to the members of the class will
result in lower than normal sales or administrative expenses,
lower taxes or lower risks to Investors Partner. Investors
Partner will make these reductions in accordance with its
rules in effect at the time of the application for a Policy.
The factors Investors Partner considers in determining the
eligibility of a particular group for reduced charges, and the
level of the reduction, are as follows: the nature of the
association and its organizational framework; the method by
which sales will be made to the members of the class; the
facility with which premiums will be collected from the
associated individuals and the association's capabilities with
respect to administrative tasks; the anticipated lapse and
surrender rates of the Policies; the size of the class of
associated individuals and the number of years it has been in
existence; and any other such circumstances which result in a
reduction in sales or administrative expenses, lower taxes or
lower risks. Any reduction in charges will be reasonable and
will apply uniformly to all prospective Policy purchasers in
the class and will not unfairly discriminate against any
Policy Owner.
<PAGE>
(e) Furnish a brief description of any loads, fees, expenses or
charges not recovered in item 13(a) which may be paid by
security holders in connection with the trust or its
securities.
Investors Partner does not expect to incur any Federal income
tax on the earnings or realized capital gains attributable to
the Separate Account, However, if Investors Partner incurs
income tax attributable to the Separate Account or determines
that such taxes may be incurred, it may assess a charge for
taxes against the Separate Account.
(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 sale or purchase of the trust's
securities or interests in such securities, and describe fully
the nature and extent of such profits or benefits.
JHMLICO pays sub-investment advisory fees it receives from the
Separate Account to select sub-advisers that provide
investment advisory services to the Underlying Portfolios.
John Hancock Funds, Inc. and Signator Financial Network,
Inc. will receive sales commission related to the distribution
of the Policies, as described in item 38 below.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial statements
filed herewith.
Not applicable because no Policies have yet been sold.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
A person desiring to purchase a Policy must complete an application on
a form provided by Investors Partner. Generally, the Policy is
available with a minimum face amount at issue of $100,000. In the
Policy, the face amount may be referred to as the "Sum Insured." At the
time of issue, the insured person must be age 85 or less. All insured
persons must meet certain health and other criteria called
"underwriting standards".
<PAGE>
The Minimum First Premium must be received by Investors Partner at its
Servicing Office in order for the Policy to be in full force and
effect. There is no grace period for the payment of the Minimum First
Premium. The minimum amount of premium required at the time of Policy
issue is equal to three Guaranteed Death Benefit Premiums. However, if
the Policy Owner has chosen to pay premiums on a monthly basis, the
minimum amount required is only equal to two Guaranteed Death Benefit
Premiums.
After the Policy Owner applies for a Policy, it can sometimes take up
to several weeks, or even months, for Investors Partner to gather and
evaluate all the information Investors Partner needs to decide whether
to issue a Policy to the Policy Owner and, if so, what the insured
person's rate class should be. Investors Partner will not pay a death
benefit under a Policy unless the Policy is in effect when the insured
person dies. The Policy will be in effect only after Investors Partner
has received the Minimum First Premium and the Policy Owner has
acknowledged delivery of the policy.
After Investors Partner approves an application for a Policy and
assigns an appropriate insurance rate class, Investors Partner will
prepare the Policy for delivery. The day Investors Partner begins to
deduct charges will appear on the Policy Specifications page of the
Policy and is called the "date of issue." Policy months, Policy years
and Policy anniversaries are measured from the date of issue. In order
to preserve a younger age at issue for the insured person, Investors
Partner may assign a date of issue to a Policy that is up to 6 months
earlier than the date that would otherwise apply.
Each charge that Investors Partner deducts monthly is assessed against
the account value at the close of business on the date of issue and
at the close of the first business day in each subsequent Policy
month. Investors Partner calls these "monthly deduction dates."
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.
Investors Partner begins to credit an investment return to the account
value resulting from the initial premium payment as of the date it is
processed. Portions of the initial premium payment may be processed on
different dates.
Except for premium payments processed prior to the end of the "free
look" period, Investors Partner will allocate premium payments among
the investment options the Policy Owner has chosen as of the date the
premium payment is processed. Premium payments processed prior to the
end of the "free look" period will be handled as follows:
<PAGE>
(1) From the date the premium payment is processed to the date the
Policy is delivered, the premium payment will be treated as if held
without interest in Investors Partner's general account.
(2) On the date of Policy delivery, the Policy's account value will
automatically be allocated to the Money Market investment option. Also,
any premium payment processed within twenty days after the date of
Policy delivery will automatically be allocated to the Money Market
investment option. On the twentieth day following the date of Policy
delivery, the Policy's account value will be reallocated automatically
among the investment options the Policy Owner has chosen.
TEMPORARY COVERAGE PRIOR TO POLICY DELIVERY
If a specified amount of premium is paid with the application for a
Policy and other conditions are met, Investors Partner will provide
temporary term life insurance coverage on the insured person for a
period prior to the time coverage under the Policy takes effect. Such
temporary term coverage will be subject to the terms and conditions
described in the application for the Policy, including limits on amount
and duration of coverage.
7-PAY PREMIUM LIMIT
At the time of Policy issuance, Investors Partner will determine
whether the Planned Premium schedule will exceed the 7-pay limit
discussed below. If so, Investors Partner's standard procedures
prohibit issuance of the Policy unless the Policy Owner signs a form
acknowledging that fact.
The 7-pay limit is the total of net level premiums that would have been
payable at any time for a comparable fixed Policy to be fully "paid-up"
after the payment of 7 equal annual premiums. "Paid-up" means that no
further premiums would be required to continue the coverage in force
until maturity, based on certain prescribed assumptions. If the total
premiums paid at any time during the first 7 Policy years exceed the
7-pay limit, the Policy will be treated as a "modified endowment",
which can have adverse tax consequences.
Investors Partner will process any premium payment as of the day
Investors Partner receives it, unless one of the following exceptions
applies:
(1) Investors Partner will process a payment received prior to a
Policy's date of issue as if received on the date of issue.
(2) If Investors Partner does not receive the Minimum First
Premium prior to the date of issue, Investors Partner will process
each payment it receives thereafter as if received on the date of
issue until all of the Minimum First Premium is received.
(3) Investors Partner will process the portion of any premium
payment for which it requires evidence of the insured person's
continued insurability only after it has received and approved
evidence satisfactory to it.
<PAGE>
(4) If Investors Partner receives any premium payment that will
cause a Policy to become a modified endowment or will cause a Policy to
lose its status as life insurance under the tax laws, Investors
Partner will not accept the excess portion of that premium payment and
will immediately notify the Policy Owner. Investors Partner will
refund the excess premium when the premium payment check has had time
to clear the banking system (but in no case more than two weeks after
receipt) unless, prior to that date, the tax problem has resolved
itself or Investors Partner has received a signed acknowledgment from
the Policy Owner instructing Investors Partner to process the
premium notwithstanding the tax issues involved. If the tax problem
resolves itself or Investors Partner receives the signed
acknowledgment, Investors Partner will treat the excess premium as
having been received at that point and process it accordingly.
(5) If a premium payment is received or is otherwise scheduled
to be processed (as specified above) on a da that is not a business
day, the premium payment will be processed on the business day next
following that date.
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.
The variable investment options are in fact sub-accounts of the
Separate Account (the "Sub-Accounts"). The Separate Account's assets
are the property of Investors Partner. Each Policy provides that
amounts Investors Partner holds in the Separate Account pursuant to the
Policies cannot be reached by any other persons who may have claims
against Investors Partner. The assets in each Sub-Account are invested
in the corresponding portfolio of the Series Trust, but the assets of
one Sub-Account are not necessarily legally insulated from liabilities
associated with another Sub-Account. New Sub-Accounts may be added or
existing Sub-Accounts may be deleted as new portfolios are added to or
deleted from the Series Trust and made available to Policy Owners.
Investors Partner will purchase and redeem Series Trust shares for the
Account at their net asset value without any sales or redemption
charges. Shares of the Series Trust represent an interest in one of the
portfolios of the Series Trust which corresponds to a Sub-Account of
the Account. Any dividend or capital gains distributions received by
the Account will be reinvested in shares of that same Series Trust
portfolio at their net asset value as of the dates paid.
On each business day, shares of each portfolio are purchased or
redeemed by Investors Partner for each Sub-Account based on, among
other things, the amount of net premiums allocated to the Sub-Account,
distributions reinvested, and transfers to, from and among
Sub-Accounts, all to be effected as of that date. Such purchases and
redemptions are effected at the net asset value per Series Trust share
for each portfolio determined on that same date. A "business day" of
Investors Partner is any date on which the New York Stock Exchange is
open for trading. Investors Partner computes Policy values for each
business day as of the end of that date (currently 4:00 p.m. Eastern
Standard Time).
<PAGE>
17. (a) Describe the procedure with respect to withdrawal or
redemptions by security holders
Full surrenders and partial withdrawals must be made in
writing and be signed and dated by the Policy Owner. The
Policy Owner should mail or express these requests to the
Investors Partner's Servicing Office at the appropriate
address. In the case of death of the insured, the Policy Owner
should also send notice of the insured person's death and
related documentation to the Investors Partner Servicing
Office. Investors Partner does not consider that it has
received any communication until such time as it has arrived
at the proper place and in the proper and complete form. Each
communication to Investors Partner must include the Policy
Owner's name, Policy number and the name of the insured
person. Investors Partner cannot process any request that does
not include this required information. Any communication that
arrives after the close of a business day (currently 4:00 p.m.
Eastern Standard Time), or on a day that is not a business
day, will be considered "received" by Investors Partner on the
next following business day.
(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.
Investors Partner is required to honor surrender requests as
described in items 10(c) and 17(a). The portfolios of the
Series Trust will redeem their shares upon Investors Partner's
request in accordance with the 1940 Act.
(c) Indicate whether repurchased or redeemed securities will be
cancelled or may be resold.
If a Policy is fully surrendered, the Policy will be canceled
and may not be reissued.
If a Policy is terminated due to lapse, the Policy may be
reinstated as provided below.
If the Policy's surrender value is not sufficient to pay the
charges and the guaranteed death benefit feature is not in
effect, the Policy is considered to be in default. Notice is
sent to the Policy Owner by Investors Partner of any default
and the amount required to maintain the Policy in force. There
is a grace period of 61 days. If the required amount is not
paid by the end of the grace period, the Policy will
terminated and the insurance coverage will cease. Even if
terminated, the Policy may be reinstated within 1 year after
the default occurs provided the insured person still meets the
requirements for coverage and the minimum premium amount as
specified in the Policy is paid.
<PAGE>
The Policy can be assigned by the Policy Owner to someone else
as collateral for a loan or for some other reason. An absolute
assignment is a change of ownership. All collateral assignees
must consent to any full surrender, partial withdrawal or
policy loan. A copy of the assignment must be forwarded to
Investors Partner. Assignment does not require the consent of
a revocable beneficiary. Investors Partner will not be
responsible for any payment it makes or action it takes before
it receives notice of the assignment. Nor will Investors
Partner be responsible for the validity or sufficiency of the
assignment.
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.
Distributions with respect to the shares of an Underlying
Portfolio held by a Sub-Account are reinvested in shares of
that Portfolio at net asset value. Such shares are added to
the assets of the respective Sub-Account.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state
the substance of the provisions of any indenture or agreement
pertaining thereto.
See answer to item 18(a) above which is incorporated herein by
reference.
(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 assets of the Separate Account that are allocable to the
Policies constitute the reserves for benefits under the
Policies. Investors Partner's general assets are also
available to satisfy its obligations 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.
<PAGE>
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.
Investors Partner will undertake all administration with respect to the
Policies and the Separate Account including making and maintaining all
records relating to the Policy Owner accounts and providing reports to
Policy Owners. This undertaking may include contracting with vendors to
provide various functions and services in the sales and servicing of
its Policies.
Investors Partner anticipates that it will contract with the following
vendors for the following purposes:
- Financial Administrative Services, Inc. - to provide issue,
administration (including billing, premium collection/administration
and commission payments), and customer support services.
- Policy Management Services, Inc. - to provide teleunderwriting
services.
- Benefit Technology Inc. - to provide a Windows-based illustration
system.
- Chase Manhattan Bank. - to provide services for electronic funds
transfers.
- Fleet Bank. - to provide services for other methods of payment.
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.
With respect to the Separate Account, Investors Partner
performs all functions customarily performed by a custodian or
trustee. The Separate Account shall continue until the
Separate Account's assets have been completely distributed or
liquidated and the proceeds of the liquidation distributed by
Investors Partner to Policy Owners.
<PAGE>
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable. See item 3 which is incorporated herein by
reference.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and
functions.
Investors Partner acts as depositor. 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 part (ii) of the answer to item 10(c) above which is
incorporated herein by reference.
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing. The following items should
be covered:
(1) The name of each person who makes such agreements
or arrangements with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or
arrangement.
For items 21(b)(1) - (5), see part (ii) of the
response to item 10(c) above which is incorporated
herein by reference.
<PAGE>
EFFECTS OF POLICY LOANS. The account value, the
surrender value, and any death benefit above the face
amount are permanently affected by any loan, whether
or not it is repaid in whole or in part. The amount
of the outstanding loan (which includes accrued and
unpaid interest) is subtracted from the amount
otherwise payable when the Policy proceeds become
payable. Whenever the outstanding loan exceeds an
amount equal to the account value less the surrender
charge, the Policy will terminate 31 days after
Investors Partner has mailed notice of termination to
the Policy Owner and any assignee of record at their
last known addresses, unless a repayment of such
excess is made within that period.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to
the depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or creditor, or any other party to such indenture or agreement.
There is no such provision or agreement.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
Not applicable.
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.
If the insured person commits suicide within certain time periods, the
amount of death benefit Investors Partner pays will be limited as
described in the Policy. Also, if an application misstated the age or
gender of the insured person, Investors Partner will adjust the amount
of any death benefit as described in the Policy.
III. ORGANIZATION, PERSONNEL AND AFFILIATED
<PAGE>
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.
Investors Partner is a stock life insurance company incorporated under
Delaware law on May 27, 1981.
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: [Chart omitted.]
Not applicable.
(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed herewith.
Not applicable because operations have not commenced.
But see part (2) of the response to item 13(a) for
anticipated fees or participation in fees by
Investors Partner from the Series Trust.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities therewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstances surrounding such
cessation.
Investors Partner (for this item, the "Company") was incorporated May
27, 1981 under the laws of the State of Delaware as the MONY Pension
Insurance Corporation. It began business on October 26, 1981. On
December 4, 1987, a Certificate of Amendment was filed in the Office of
the Secretary of State of the State of Delaware, amending the
Certificate of Incorporation and changing its name to Colonial Penn
Annuity and Life Insurance Company.
<PAGE>
On December 30, 1987, the Company was acquired by Colonial Penn Life
Insurance Company ("CPL"), a Pennsylvania corporation which was a
wholly owned subsidiary of Colonial Penn Group, Inc. Colonial Penn
Group Inc. was an insurance holding company incorporated under the laws
of Delaware which was a wholly owned subsidiary of FPL Group, Inc., a
Florida corporation.
On August 16, 1991, FPL Group, Inc. disposed of the entire Colonial
Penn Group Inc., selling it to Charter National Life Insurance Company
("Charter"), a subsidiary of the Leucadia National Corporation, the
ultimate parent at that point.
During the beginning of 1993, the Company's entire book of business was
ceded in two major blocks. At that time, a $637 million block of single
premium whole life insurance Policies was assumed from Charter, the
company which originally wrote the business.
On June 22, 1993, the Company was acquired from CPL by John Hancock
Variable Life Insurance Company ("JHVLICO"), a Massachusetts
corporation which is a wholly owned subsidiary of John Hancock Mutual
Life Insurance Company, also a Massachusetts corporation. Shortly
thereafter, on July 7, 1993, the Certificate of Incorporation was
amended to change the name of the Company to John Hancock Life
Insurance Company of America. On March 5, 1998, the Certificate of
Incorporation was again amended to change the name of the Company to
its current name, Investors Partner Life Insurance Company.
During the time that it has been owned by JHVLICO, the Company has only
serviced the block of single premium whole life insurance policies that
it held at the time of its purchase by JHVLICO. It has not sold any new
business during that time.
In the future, Investors Partner will focus on the development and sale
of life insurance products through major broker/dealer and national
planning firms. These include the New York Stock Exchange broker/dealer
firms as well as the major regional broker/dealer firms.
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;
<PAGE>
See the responses to items 2 and 29 hereof and the
table included in the answer to item 28(b), all of
which are incorporated herein by reference.
(ii) nature of relationship or affiliation with depositor
of the trust;
See the responses to items 2 and 29 hereof and the
table included in the answer to item 28(b), all of
which are incorporated herein by reference.
(iii) ownership of all securities of the depositor;
See the answer to item 29 below which is incorporated
herein by reference.
(iv) ownership of all securities of the trust;
Not applicable because securities have not yet been
issued.
(v) other companies of which each of the persons named
above is presently an officer or director.
See the table included in the answer to item 28(b)
which is incorporated herein by reference.
(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of
the depositor.
<TABLE>
<CAPTION>
<S> <C>
NAME BUSINESS EXPERIENCE DURING THE LAST 5 YEARS
David F. D'Alessandro Chairman of the Board of IPL; President and Chief
Operating Officer, John Hancock Mutual Life Insurance
Company
William A. Black Vice Chairman of the Board, President and Chief
Executive Officer of IPL; President and Chief
Executive Officer of Maritime Life Assurance Company
of Halifax, Nova Scotia
Marylou Gill Fierro Director of IPL; Counsel, John Hancock Mutual Life
Insurance Company; Associate Counsel, John Hancock
Mutual Life Insurance Company
Barbara L. Luddy Director and Actuary of IPL; Second Vice President,
John Hancock Mutual Life Insurance Company.
<PAGE>
Thomas E. Moloney Director of IPL; Chief Financial Officer, John Hancock
Mutual Life Insurance Company.
Robert R. Reitano Director and Chief Investment Officer of IPL; Vice
President, John Hancock Mutual Life Insurance Company.
Rose Cahill Vice President of Marketing of IPL; General Director,
John Hancock Mutual Life Insurance Company.
Randi M. Sterrn Vice President of Product Development of IPL; Senior
Associate Actuary, John Hancock Mutual Life Insurance
Company
Laura Arling Vice President of Operations of IPL;
Director, John Hancock Mutual Life Insurance
Company; Senior Consultant, John Hancock Mutual Life
Insurance Company.
John F. Bohinski Vice President of Sales of IPL; President, Essex
Brokerage Services, Cincinnati, Ohio
Laura L. Mangan Vice President and Secretary of IPL; Secretary of John
Hancock Variable Series Trust I; Assistant Regulatory
and Compliance Officer, John Hancock Mutual Life
Insurance Company.
Daniel L. Ouellette Vice President of IPL; Vice President, Marketing, of
John Hancock Variable Life Insurance Company; Vice
President, John Hancock Mutual Life Insurance Company
Patrick F. Smith Controller of IPL; Controller of John Hancock Variable
Life Insurance Company; Assistant Controller, John
Hancock Mutual Life Insurance Company
The principal business address of all the above named persons
is John Hancock Place, 200 Clarendon Street, Boston,
Massachusetts 02117.
</TABLE>
<PAGE>
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting
securities of the depositor. [Chart omitted.]
John Hancock Variable Life Insurance Company owns all of the securities
of the Investors Partner.
John Hancock Mutual Life Insurance Company ("JHMLICO") owns all of the
securities of John Hancock Variable Life Insurance Company. JHMLICO is
a mutual life insurance company and is owned by its Policyholders.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by items 28, 29 and 42
who directly or indirectly controls the depositor. [Chart omitted.]
None.
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 statement filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered to the Separate Account.
(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 because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered to the Separate Account.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor;
<PAGE>
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered 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: [Chart omitted.]
(a) the aggregate direct remuneration to directors
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered to the Separate Account.
(b) indirectly or through subsidiaries to directors
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered to the Separate Account.
Compensation to Employees
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees
of the depositor (exclusive of persons whose remuneration is
reported in items 31 and 32) who received remuneration in
excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
of its subsidiaries. [Chart omitted.]
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered to the Separate Account.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed herewith to the
following classes of persons (exclusive of those persons
covered by item 33(a)): (1) Sales managers, branch managers,
district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales agents,
canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical
employees; and (4) Others (specify). If a person is employed
in more than one capacity, classify according to predominant
type of work. [Chart omitted.]
<PAGE>
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection
with services rendered to the Separate Account.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
[Chart omitted.]
Not applicable because the Separate Account has not commenced
operations and thus no remuneration was paid in connection with
services rendered to the Separate Account.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discontinued, indicating by appropriate
letter the status with respect to each state.
No sales of the Policy have been made or are currently being made to
the public in any state. Investors Partner intends to sell the Policy
in all jurisdictions where Investors Partner is licensed to sell
variable life insurance. Investors Partner intends to acquire such
authority in all states other than 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 denial.
Not applicable.
<PAGE>
(b) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, the authority to
distribute securities of the trust has been revoked by any
federal or state governmental officer, agency or regulatory
body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Policies will be distributed through the principal
underwriter for the Separate Account, John Hancock Funds, Inc.
(the "Principal Underwriter"), an indirect wholly owned
subsidiary of John Hancock Mutual Life Insurance Company. The
Principal Underwriter is registered as a broker/dealer under
the Securities Exchange Act of 1934. The Policies may be sold
by registered representatives of the Principal Underwriter who
are also authorized by state insurance departments to do so.
The Policies may also be sold through other broker/dealers
authorized by the Principal Underwriter and applicable law to
do so.
(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.
Investors Partner intends to execute an agreement with the
Principal Underwriter whereby the Principal Underwriter will
distribute the Policies. The agreement will be effective on
the date executed and, unless sooner terminated, shall
continue in effect from year to year. It is anticipated that
the agreement may be terminated by either party upon sixty
(60) days notice, and shall immediately terminate by the
occurrence of certain events including if either party ceases
doing business and elects to be dissolved, becomes insolvent
or admits in writing its inability to pay its debts as they
become due, files a voluntary petition in bankruptcy or for
reorganization or is adjudicated as a bankrupt or insolvent;
or has a liquidator, or trustee, or receiver appointed over
its affairs or a substantial portion of its assets, and such
appointment shall not have been terminated and discharged
within thirty days.
<PAGE>
In addition, the agreement shall automatically terminate when
required by any governmental authority or court of law. If any
law, regulation, or order or ruling of any governmental
authority or court of law prohibits or makes illegal
compliance by either party with an obligation hereunder, then
the agreement may be terminated by either party immediately
upon written notice to the other party.
No assignment of the agreement will be valid unless authorized
in advance in writing by an authorized officer of Investors
Partner.
Investors Partner will reimburse the Principal Underwriter for
direct and indirect expenses actually incurred in connection
with the marketing and sale of the Policies. The Principal
Underwriter is not obligated to sell any particular amount of
Policies.
See Exhibit 1.A (3)(a) to be filed as part of an Amended
Registration Statement listed on Form S-6 filed by the
Registrant pursuant to the Securities Act of 1933.
(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).
The Policies may be purchased through broker/dealers and
certain financial institutions who have entered into selling
agreements with the Principal Underwriter and Investors
Partner and whose representatives are authorized by applicable
law to sell variable life insurance Policies. See Exhibit 1.A
(3)(a) relating to a form of selling agreement to be filed as
part of an Amended Registration Statement listed on Form S-6
filed by the Registrant pursuant to the Securities Act of
1933.
See Exhibit 1.A (3)(a) relating to the schedule of commissions
to be filed as part of an Amended Registration Statement
listed on Form S-6 filed by the Registrant pursuant to the
Securities Act of 1933.
Information Concerning Principal Underwriter
<PAGE>
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.
John Hancock Funds, Inc. is a corporation formed under
Delaware law on January 18, 1991.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National
Association of Securities Dealers, Inc.
No Policies are currently being distributed. John Hancock
Funds, Inc. will be the principal underwriter and 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. [Chart omitted.]
Not applicable. No Policies have yet been distributed.
(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 participations.
(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. No Policies have yet been
distributed.
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.
<PAGE>
John Hancock Funds, Inc. acts as principal underwriter,
depositor, sponsor or investment adviser for the following
investment companies: John Hancock Investment Trust, John
Hancock Trust II, John Hancock Investment Trust III, John
Hancock Cash Reserve, Inc., John Hancock Current Interest,
John Hancock Bond Trust, John Hancock California Tax-Free
Income Fund, John Hancock Capital Series, John Hancock
Institutional Series Trust, John Hancock Variable Series Trust
I, John Hancock Sovereign Bond Fund, John Hancock Special
Equities Fund, John Hancock Strategic Series, John Hancock
Tax-Exempt Series Fund, John Hancock Tax-Free Bond Trust, and
John Hancock World Fund.
(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. Distribution of the 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 such financial statements filed herewith and furnish the
aggregate amount of compensation received by such salesmen in
such year.
Not applicable. Distribution of the Policies has not yet
commenced.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter: [Chart omitted.]
Not applicable. Distribution of the 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. Distribution of the Policies has not yet commenced.
Offering Price or Acquisition Valuation of Securities of the Trust
<PAGE>
44. (a) Furnish the following information with respect to the
method of valuation used by the trust for purpose of
determining the offering price to the public of securities
issued by the trust 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 asse
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).
Premium payments transferred to the Separate Account
are allocated to the Sub-Accounts of the Separate
Account in accordance with instructions received from
the applicant. The amount allocated to each
Sub-Account will be invested at current net asset
value in the shares of the corresponding Portfolio in
which that Sub-Account invests.
The Separate Account value will fluctuate in
accordance with the investment results of the
Sub-Accounts. The Separate Account Value on any
Valuation Day is calculated by multiplying the number
of shares credited to the Policy in each Sub-Account
as of the Valuation Day by the then Unit Value of
that Sub-account and then summing the result for all
Sub-Accounts credited to the Policy, the value of the
Fixed Account credited to the Policy and the value of
any loan account established for the Policy.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
following form:
(1) Value of portfolio securities
(2) Value of other assets
(3) Total (1 plus 2)
(4) Liabilities (include accrued expenses and taxes)
(5) Value of net assets (3 minus 4)
(6) Other charges
<PAGE>
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
(7) Adjusted value of net assets (5 plus 6(i))
(8) Number of units outstanding
(9) Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
(10) Adjustment of 9(b) for fractions
(11) Adjusted net asset value per unit
(12) Offering price (show four decimals.)
(13) Adjustment of 12 for fractions
(14) Offering price
(15) Accumulated undistributed income per unit (if not
included in 3 and 9)
(16) Adjusted price (14 plus 15)
(17) Effective load per unit
(a) In dollars (16 - [9(a) + 15])
(b) In percentage (17(a) of [9(a) + 15])
(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.
As of the filing date, the Policies have not
been offered to the public.
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. Distributions of the Policies has not yet
commenced.
Redemption Valuation of Securities of the Trust
<PAGE>
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).
(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;
The Sub-Accounts invest only in shares of the
Underlying Portfolios. Shares of each are sold and
redeemed at their net asset value as next computed
after receipt of the purchase or redemption order.
Redemptions are made to pay monthly charges assessed
against the Policy and for surrenders, loans and
partial withdrawals requested by Policy Owners. Each
purchase or redemption by a Policy Owner is confirmed
in a written statement of the number of shares
purchased or redeemed and the aggregate number of
shares currently held by the respective Sub-Accounts
with respect to the Policy in question. See also
response to item 44(a).
Investors Partner will pay any death benefit,
withdrawal, surrender value or loan within seven days
after it receives the last required form or request
(and, with respect to the death benefit, any other
documentation that may be required). If Investors
Partner does not have information about the desired
manner of payment within seven days after the date
Investors Partner receives notification of the
insured person's death, Investors Partner will pay
the proceeds as a single sum, normally within seven
days thereafter.
Investors Partner reserves the right to defer payment
of that portion of the account value that is
attributable to a premium payment made by check for a
reasonable period of time (not to exceed 15 days) to
allow the check to clear the banking system.
Investors Partner reserves the right to defer payment
of any death benefit, loan or other distribution that
is derived from a variable investment option if (a)
the New York Stock Exchange is closed (other than
customary weekend and holiday closings) or trading on
the New York Stock Exchange is restricted; (b) an
emergency exists, as a result of which disposal of
securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the
account value; or (c) the SEC by order permits the
delay for the protection of Policy Owners. Transfers
and allocations of account value among the investment
options may also be postponed under these
circumstances. If Investors Partner needs to defer
calculation of Separate Account values for any of the
foregoing reasons, all delayed transactions will be
processed at the next values that Investors Partner
computes.
<PAGE>
Investors Partner may challenge the validity of the
insurance Policy based on any material misstatements
made to Investors Partner in the application for the
Policy. Investors Partner cannot make such a
challenge beyond certain time limits that are
specified in the Policy.
(b) Furnish a specimen schedule showing the components of the
redemption price to holders of the trust's securities as at
the latest practicable date. Such schedule shall be in
substantially the following form:
(1) Value of portfolio securities
(2) Value of other assets
(3) Total (1 plus 2)
(4) Liabilities (include accrued expenses and taxes)
(5) Value of net assets (3 minus 4)
(6) Other charges
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
(7) Adjusted value of net assets (5 plus 6(i))
(8) Number of units outstanding
(9) Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
(10) Adjustment of 9(b) for fractions
(11) Adjusted net asset value per unit
(12) Redemption charge
(13) Adjustment redemption price
(14) Accumulated undistributed income per unit (if not
included in 3 and 9)
(15) Actual redemption price (13 plus 14)
(16) Effective redemption fee per unit
(a) In dollars (9(a) + (14) - (15))
(b) In percentage (16(a) of (9)(a) + (14))
Not applicable. Policies have not yet been
offered or sold.
<PAGE>
Purchase and Sale of Interests in Underlying Securities From and to Security
Holders
47. Furnish a statement as to the procedure with respect to maintenance
of a position in the underlying securities or interest in the
underlying securities, the extent and nature thereof, and the person
who maintains such a positions. Include a description of the procedure
with respect to the purchase of underlying securities or interests in
the underlying securities from security holders who exercise redemption
or withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders. State
whether the method of valuation of such underlying securities or
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.
See the response to item 46 which is incorporated herein by reference.
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.
<PAGE>
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.
Investors Partner Life Insurance Company
200 Clarendon Street
Boston, Massachusetts02117
(b) The types of Policies and whether individual or group
Policies.
The Policies are flexible premium variable life insurance
Policies and are currently issued only on an individual basis.
(c) The types of risks insured and excluded.
The Policy's primary purpose is to provide lifetime protection
against economic loss due to the death of the insured person.
(d) The coverage of the Policies.
While the Policy remains in force, it provides for a death
benefit on the life of the Insured.
(e) The beneficiaries of such Policies and the uses to which the
proceeds of Policies must be put.
The Policy Owner may designate more than one primary or
contingent Beneficiary. There are no limitations on the
beneficiaries as to the use of proceeds.
(f) The terms and manner of cancellation and of reinstatement.
See the responses to items 10(c) and 10(e) which are
incorporated herein by reference.
<PAGE>
(g) The method of determining the amount of premiums to be paid by
holders of securities.
The amount Investors Partner requires as the first premium
depends upon the specifics of the Policy and the insured
person. Except as noted below, the Policy Owner can make any
other premium payments he or she wishes at any time. That is
why the Policy is called a "flexible premium" Policy.
MAXIMUM PREMIUM PAYMENTS. Federal tax law limits the amount of
premium payments a person can make relative to the amount of a
Policy's insurance coverage. Investors Partner will not accept
any amount by which a premium payment exceeds the maximum. If
the Policy Owner exceeds certain other limits, the law may
impose a penalty on amounts the Policy Owner may take out of
his or her Policy. Investors Partner will monitor the Policy
Owner's premium payments and let the Policy Owner know if he
or she is about to exceed this limit. Investors Partner may
refuse to accept any amount of an additional premium if:
- that amount of premium would increase Investors Partner
insurance risk exposure, and
- the insured person does not provide Investors Partner with
adequate evidence that he or she continues to meet Investors
Partner's requirements for issuing insurance.
In no event, however, will Investors Partner refuse to accept
any premium necessary to prevent the Policy from terminating.
WAYS TO PAY PREMIUMS. If the Policy Owner pays premiums by
check or money order, they must be drawn on a U.S. bank, in
U.S. dollars and made payable to "Investors Partner Life
Insurance Company". Premiums after the first must be sent to
the Investors Partner Servicing Office at one of the named
addresses.
Investors Partner will also accept premiums:
- by wire or by exchange from another insurance company,
- via an electronic funds transfer program (any Policy Owner
interested in making monthly premium payments must use this
method), or
- if Investors Partner agrees to it, through a salary
deduction plan with the Policy Owner's employer.
PLANNED PREMIUMS. The Policy Specifications page of the Policy
will show the "Planned Premium" for the Policy. The Policy
Owner chooses this amount in the Policy application. The
premium reminder notice Investors Partner sends the Policy
Owner is based on this amount. The Policy Owner will also
choose how often to pay premiums-- annually, semi-annually,
quarterly or monthly. However, payment of Planned Premiums is
not necessarily required. The Policy Owner need only invest
enough to keep the Policy in force.
<PAGE>
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable. Distributions of the Policies has not yet
commenced.
(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.
Not applicable
(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 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 response to item 10(g)(1) which is incorporated herein by
reference.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the
eliminated security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated person of the foregoing
were involved in the transaction.
(7) Compensation or remuneration received by each such
person directly or indirectly as a result of the
transaction.
Not applicable. Distribution of the Policies has not
yet commenced.
<PAGE>
(c) Describe the Policy of the trust with respect to the
substitution and elimination of the underlying securities of
the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of
investment in a particular industry or group of industries
or would conform to a Policy of concentration of
investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities
of another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the Policy of the
registrant in this regard.
See response to item 10(g)(1) which is incorporated
herein by reference.
(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.
Investors Partner is taxed as a life insurance company under
the Internal Revenue Code (the "Code"). Since the Separate
Account is not a separate entity from Investors Partner and
its operations forms a part of Investors Partner, it will not
be taxed separately as a "regulated investment company" under
Sub-chapter M of the Code. Investors Partner may, however,
incur state and local taxes (in addition to premium taxes). If
there is a material change in state or local tax laws, charges
for such taxes, if any, attributable to the Separate Account
may be made under the Policies.
<PAGE>
(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, and state its present intention
with respect to such qualifications during the current taxable
year.
Not applicable. The Separate Account was not operational.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment certificates furnish
the following information with respect to each class or series of its
securities: [Chart omitted]
Not applicable.
55. If the trust is the issuer of periodic payment certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate of
the type currently being sold assuming that such certificate had been
sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
[Chart omitted.]
Not applicable.
56. If the trust is the issuer of periodic payment certificates, furnish by
years for the period covered by the financial statements filed herewith
in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type
of periodic payment plan certificate currently being issued by the
trust. [Chart omitted.]
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 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 certificate outstanding as at the latest practicable
date.
Not applicable.
<PAGE>
59. Financial statements shall be filed in accordance with the
instructions given below. [Instructions omitted.]
FINANCIAL STATEMENTS OF THE TRUST
No financial statements are filed herewith for the Registrant because
it has not yet commenced operations, has no assets or liabilities and
has not received any income or incurred any expenses. Financial
statements will be included in an Amended Registration Statement listed
on Form S-6 filed by the registrant pursuant to the Securities Act of
1933.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The financial statements of Investors Partner will be included in an
Amended Registration Statement listed on Form S-6 filed by the
registrant pursuant to the Securities Act of 1933.
IX. EXHIBITS
A. (1) through (11) are hereby incorporated by reference to Form S-6
filed with the Securities and Exchange Commission contemporaneously
herewith.
B. (1) Not applicable.
(2) Not applicable.
C. Not applicable.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Investment Company Act of
1940, the sponsor of the registrant has caused this registration statement to be
duly signed on behalf of the registrant in the City of Boston, and the
Commonwealth of Massachusetts on the 28th day of January, 1999.
SEPARATE ACCOUNT IPL-1
By: Investors Partner Life Insurance Company
By:/WILLIAM A. BLACK/
---------------------
William A. Black
Vice Chairman of the Board
Attest: /RANDI M. STERRN/
-----------------
Randi M. Sterrn
Vice President
