FILE NO. 811-
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As filed with the Securities and Exchange Commission on March 19, 1999.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-8B-2
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REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
SEPARATE ACCOUNT VLI OF
THE EQUITABLE OF COLORADO, INC.
(Name of Unit Investment Trust)
Not the issuer of periodic payment plan certificates.
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X Issuer of periodic payment plan certificates.
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Certain items of Form N-8B-2 are inapplicable to Registrant pursuant
to the administrative practice of the Commission and its staff of adapting the
disclosure requirements of the Commission's registration statement forms in
recognition of the difference between variable life insurance policies and other
periodic payment plan certificates issued by investment companies and between
separate accounts organized as management companies and unit investment trusts.
Such items are denoted by double asterisks in the reconciliation and tie sheet
contained in the Form S-6 registration statement of Separate Account VLI of The
Equitable of Colorado, Inc. (File No. 333-72233) (the "Registration Statement"),
which sheet is incorporated herein by reference.
I
ORGANIZATION AND GENERAL INFORMATION
1.(a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number. (According to security designation or otherwise, if the
trust does not have or does not transact business under any other designation).
Separate Account VLI of The Equitable of Colorado, Inc. (the "Separate
Account" or "Registrant"). The Separate Account has no Internal
Revenue Service Employer Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Units of interests in the Separate Account supporting benefits under
variable life insurance policies (the "Policies") issued by The
Equitable of Colorado, Inc. ("EOC"), including, without limitation, IL
Protector(SM), a flexible premium variable life insurance Policy.
Net premiums for each Policy may be allocated among divisions of the
Separate Account, as designated by the Policy owner. The Separate
Account VLI in turn invests in shares of certain corresponding
portfolios of The Hudson River Trust ("HRT") or the EQ Advisors Trust
("EQAT," and together, the "Trusts"), which is described in response
to Item 11, below.
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each depositor of the
trust. [Instructions omitted.]
Name: The Equitable of Colorado, Inc.
("EOC")
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Principal Business Address: 370 17th Street, Suite 4950
Denver, Colorado 80202
Internal Revenue Service
Employer Identification Number: 13-3198083
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities each
custodian or trustee is acting.
There is no custodian or trustee for 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 distributed. When such distribution
commences, the principal underwriters will be as follows:
1) EQ Financial Consultants, Inc. ("EQ Financial"), a
wholly-owned subsidiary of The Equitable Life Assurance Society of the
United States ("Equitable Life"), has agreed to assume certain
responsibilities with respect to the distribution of the Policies,
pursuant to a Distribution and Servicing Agreement, described further
in Item 38(b), below, and may be considered a principal underwriter.
EQ Financial's principal business address is 1290 Avenue of the
Americas, New York, NY 10104. EQ Financial's Internal Revenue Service
Employer identification number is: 13-2693569.
2) Equitable Distributors, Inc. ("EDI"), a wholly-owned
subsidiary of The Equitable Life Assurance Society of the United
States, has also agreed to assume certain responsibilities with
respect to the distribution of the Policies, pursuant to a
Distribution Agreement, described further in Item 38(b), below, and
may also be considered a principal underwriter. EDI's principal
business address is 1290 Avenue of the Americas, New York, NY 10104.
EDI's Internal Revenue Service Employer identification number is:
13-3350365.
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Colorado.
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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 as a unit investment trust by
authorization of the Board of Directors of EOC, pursuant to
resolutions adopted December 16, 1996.
The Separate Account has filed with the Commission a Registration
Statement on Form S-6 (File No. 333-72233) which contains a
preliminary prospectus for the Policy (the "Policy Prospectus"). The
Policy Prospectus contained in the Registration Statement is
incorporated herein by reference.
(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 reason set out 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 Separate Account has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
December 31.
Material Litigation
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9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the principal
underwriter is a party or of which the assets of the trust are the subject,
including the substance of the claims involved in such proceeding and the title
of the proceeding. Furnish a similar statement with respect to any pending
administrative proceeding commenced by a governmental authority or any such
proceeding or legal proceeding known to be contemplated by a governmental
authority. Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
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None material to Policy owners.
II
GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
General Information Concerning the Securities
of the Trust and the Rights of Holders
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10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered, insofar as the Policies are owned by the person named in
the Policy as the Policy owner, and records are kept by EOC concerning
the Policy owner.
(b) Whether the securities are of the cumulative or distributive type.
Cumulative, insofar as earnings in the Separate Account are reflected
in Policy benefits and are not distributed.
(c) The rights of security holders with respect to withdrawal or
redemption.
See the following disclosure contained in the Policy Prospectus, which
disclosure is incorporated herein by reference:
Charges and Expenses You Will Pay
Changes in charges
Policy Features and Benefits
About Your Life Insurance Benefit
You Can Increase or Decrease Your Insurance Coverage
Your Options for Receiving Policy Proceeds
Transferring Your Money Among Our Investment Options
Accessing Your Money
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More Information About Procedures That Apply To Your Policy
Requirements For Surrender Requests
Proceeds Payment Options
Assigning Your Policy
Dates and Prices at which Policy Events Occur
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
See the response to Item 10(c), above, which is incorporated herein by
reference.
(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.
See the following disclosure contained in the Policy Prospectus,
which disclosure is incorporated herein by reference:
From the Policy Prospectus:
Policy Features and Benefits
The Minimum Amount of Premiums You Must Pay
Policy Lapse and Termination
Restoring a Terminated Policy
No-Lapse Guarantee and Premiums
No-Lapse Guarantee Test
(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.
See the disclosure set out under the caption "More Information About
Other Matters -- Your Voting Privileges" in the Policy Prospectus,
which disclosure in incorporated herein by reference.
See also the disclosure under the caption "Description of the Trust's
Shares - Characteristics" in the prospectus for The Hudson River
Trust ("HRT Prospectus") included in The Hudson River Trust's Form
N-1A registration statement (File No. 2-94996), and under the caption
"Management of the Trust - The Trust" in the EQ Advisors Trust's
prospectus ("EQAT Prospectus") included
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in the EQ Advisors Trust's Form N-1A registration statement (File No.
333-17217), which disclosure is incorporated herein by reference.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
See the disclosure set out under the captions "More Information About
Other Matters - Your Voting Privileges" and "--Changes We Can Make" in
the Policy Prospectus, which disclosure is incorporated herein by
reference. Except to the extent described in the Policy Prospectus, or
as otherwise permitted by applicable law, no changes in the terms and
conditions of the Policies can be made without notice to and/or
consent of Policy owners.
(2) the terms and conditions of the securities issued by the trust.
See the response to Item 10(g)(1), above, which is incorporated herein
by reference.
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
The Separate Account has no trustee or custodian. Policy owners would
be notified of any change in depositor of the Separate Account in
accordance with applicable law.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
See the response to Item 10(g)(1), above, which is incorporated herein
by reference.
(2) the terms and conditions of the securities issued by the trust.
See the response to Item 10(g)(1), above, which is incorporated herein
by reference.
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(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
See the response to Item 10(g)(4), above, which is incorporated herein
by reference. The consent of Policy owners to effect a change in
depositor of the Separate Account would be obtained if required under
applicable law.
(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.
See the disclosure set out under the following captions in the Policy
Prospectus, which disclosure is incorporated herein by reference:
Charges and Expenses You Will Pay
Your Policy's Features and Benefits
Investment Options Within Your Policy
Determining Your Policy's Value
Transferring Your Money Among Our Investment Options
Tax Information
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Information Concerning the Securities
Underlying the Trust's Securities
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11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. [Instructions
omitted.]
The Separate Account has twenty-four divisions, each of which invests
solely in shares of corresponding series of The Hudson River Trust or
EQ Advisors Trust. See the disclosure set out under the captions "What
is IL Protector?", "Policy Features and Benefits" and "About Our
Separate Account VLI" in the Policy Prospectus, which disclosure is
incorporated herein by reference. 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
the Trusts are owned by Equitable of Colorado and held in the Separate
Account pursuant to Colorado insurance law, which governs the
operation of separate accounts of Colorado insurance companies. The
Trusts are registered, open-end diversified management investment
companies organized as a "series" companies within the meaning of
Section 18(f)(2) of the Investment Company Act of 1940.
If the trust owns or will own any securities of its regular brokers or
dealers as defined in rule 10b-1 under the Act [17 CFR 270.10b-1] 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. [Instructions omitted.]
Not applicable. The Separate Account only owns shares of the Trusts.
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:
The Hudson River Trust
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(a) Name of company.
The Hudson River Trust
(b) Name and principal business address of depositor.
Not applicable.
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(c) Name and principal business address of trustee or custodian.
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
(d) Name and principal business address of principal underwriters.
EQ Financial Consultants, Inc.
1290 Avenue of the Americas
New York, NY 10104
Equitable Distributors, Inc.
1290 Avenue of the Americas
New York, NY 10104
(e) The period during which the securities of such company have been the
underlying securities.
No underlying securities have to date been acquired by the Separate
Account.
EQ Advisors Trust:
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(a) Name of company.
EQ Advisors Trust
(b) Name and principal business address of depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
(d) Name and principal business address of principal underwriters.
EQ Financial Consultants, Inc.
1290 Avenue of the Americas
New York, NY 10104
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Equitable Distributors, Inc.
1290 Avenue of the Americas
New York, NY 10104
(e) The period during which the securities of such company have been the
underlying securities.
No underlying securities have to date been acquired by the Separate
Account.
Information Concerning Loads, Fees, Charges and Expenses
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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.
See the following disclosure, which disclosure is incorporated herein
by reference:
From the Policy Prospectus:
Charges and Expenses You Will Pay
More Information on Other Matters
Deducting Policy Charges
From the HRT Prospectus:
Management of the Trust
The Investment Adviser
From the EQAT Prospectus:
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Management of the Trust
The Manager
Expense Limitation Agreement
The Advisers
From The Hudson River Trust's statement of additional information
("HRT SAI") included in The Hudson River Trust's Form N-1A
registration statement (File No. 2-94996):
Management of the Trust
Investment Advisory and Other Services
Brokerage Allocation
Trust Expenses and Other Charges
From the EQ Advisor Trust's statement of additional information ("EQAT
SAI") included in the EQ Advisor Trust's Form N-1A registration
statement (File No. 333-17217):
Investment Management and Other Services
Brokerage Allocation and Other Strategies
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales load and
other deductions from principal payments. [Instructions and chart omitted.]
Not applicable. The Policies are life insurance policies and do not
operate as the usual periodic payment plan, though they do provide for
the imposition of sales loads and deductions for premium taxes as
described under the Policy Prospectus captions cited in response to
Item 13(a), which response 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.
Not applicable, because the Policies are life insurance policies and
do not operate as the usual periodic payment plan certificate. But see
the response to Item 13(a), above, which is incorporated herein by
reference.
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(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.
See the disclosure set out under the captions "Policy Features and
Benefits -- Variations Among IL Protector Policies" and "Charges and
Expenses You Will Pay - Changes in Charges" in the Policy Prospectus,
which disclosure is incorporated herein by reference.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in connection
with the trust or its securities.
None.
(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(b) through the sale or
purchase of the trust's securities or interests in such securities, or
underlying securities or interests in underlying securities, and describe fully
the nature and extent of such profits or benefits.
Not applicable. But see generally the disclosure set out under the
caption "More Information About Other Matters - How We Market the
Policies" in the Policy Prospectus, which disclosure is incorporated
herein by reference.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend and
interest income from the trust property during the period covered by the
financial statements filed herewith.
Not applicable.
Information Concerning the Operations of the Trust
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14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the substance
of the provisions of any indenture or agreement pertaining thereto.
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See the disclosure set out under the following captions in the Policy
Prospectus, which disclosure is incorporated herein by reference:
Policy Features and Benefits
How You Can Pay For and Contribute To Your Policy
More Information About Procedures That Apply To Your Policy
Alternative Ways To Make Premium and Loan Payments
Dates and Prices at Which Policy Events Occur
Policy Issuance
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.
Premium payments for Policies must be made by check, money order or
other methods of payments that EOC may accept from time to time. The
initial premium may be given with the application to the selling
insurance agent, who must promptly forward such payment to the
appropriate premium payment office; thereafter, all premiums must be
submitted directly to the billing office designated in each Policy.
See also the disclosure contained under the following captions in the
Policy Prospectus, which disclosure is incorporated herein by
reference:
How To Reach Us
Policy Features and Benefits
How You Can Pay For and Contribute To Your Policy
More Information About Procedures That Apply To Your Policy
Alternative Ways To Make Premium and Loan Payments
Dates and Prices at Which Policy Events Occur
Policy Issuance
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Amounts invested in the Separate Account are promptly invested in
shares of the Trusts. See the disclosure under the following captions,
which disclosure is incorporated herein by reference:
From the Policy Prospectus:
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Determining Your Policy's Value
Transferring Your Money Among Investment Options
Accessing Your Money
More Information About Other Matters
How We Support the Policies' Investment Options
From the HRT Prospectus:
Description of The Trust's Shares
Purchase and Redemption
From the EQAT Prospectus:
Fund Distribution Arrangements
Purchase and Redemption
17.(a) Describe the procedure with respect to withdrawal or redemption by
security holders.
The rights of withdrawal or redemption are described in response to
Item 10(c), above, which is incorporated herein by reference. When
Policy owners wish to initiate a Policy transaction that will result
in such a withdrawal or redemption, they generally will notify their
life insurance agent or EOC's administrative office. They are then
advised of the correct procedure pertaining to the relevant Policy
transaction, and they are sent copies of any needed form.
A Policy loan generally requires that the Policy owner request the
loan in writing. A cash surrender of the Policy requires a writing and
the return of the Policy. An exchange of the Policy requires the
completion of a form and the return of the Policy. A death claim
requires proof of death and the completion of forms contained in a kit
which is sent by EOC upon notification of the death of the insured.
From time to time, EOC may change the procedures applicable to these
transactions.
Also see the responses to Items 10(d) and (e), above, which are
incorporated herein by reference.
(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.
See the responses to Items 10 (c), (d), (e) and (i), above, which are
incorporated herein by reference.
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(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold.
Not applicable. Separate Account assets are used to support benefits
and amounts payable under the Policies.
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.
Not applicable. Separate Account assets are used to support benefits
and amounts payable under the Policies. See generally the disclosure
set out under the captions "Policy Features and Benefits" and
"Determining Your Policy's Value" in the Policy Prospectus, which
disclosure is incorporated herein by reference.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the provisions of
any indenture or agreement pertaining thereto.
Not applicable. See the response 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.
See the disclosure contained under the following captions in the
Policy Prospectus, which disclosure is incorporated herein by
reference:
Tax Information
Our Taxes
More Information About Procedures That Apply To Your Policy
How We Support the Polices' Investment Options
(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.
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Not applicable. See the response to Item 18(a), above, which is
incorporated herein by reference.
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.
See the disclosure contained under the following captions in the
Policy Prospectus, which disclosure is incorporated herein by
reference:
More Information About Other Matters
Reports We Will Send You
Your Voting Privileges
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. See generally the response to Item 10(g)(1), which is
incorporated herein by reference.
(b) The extension or termination of such indenture or agreement.
Not applicable. See the response to Item 20(a), above, which is
incorporated herein by reference.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and functions.
Not applicable. See the response to Item 3, above, and Item 20(a),
above, which are incorporated herein by reference.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable. See the response to Item 20(a), above, 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.
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Not applicable. See the response to Item 20(a), above, which is
incorporated herein by reference.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable. See the response to Item 20(a) above, which is
incorporated herein by reference.
21.(a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
See the disclosure set out under the caption "Accessing Your Money --
Borrowing From Your Policy" in the Policy Prospectus, which disclosure
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.
Not applicable, except as to the depositor. See the responses to Items
3 and 21(a), above, and Item 21(c) below, which are incorporated
herein by reference.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest collected
during the last fiscal year allocated to the depositor, principal underwriter,
trustee or custodian or affiliated person of the foregoing and the aggregate
amount of loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable. Loans are available to Policy owners only in
accordance with the loan provisions of the Policies. See the response
to Item 21(a), above, which is incorporated herein by reference.
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22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
See the response to Item 3, above, and the disclosure set out under
the captions "More Information About Other Matters - Suicide and
Certain Misstatements" and "- When We Pay Policy Proceeds--Delay to
challenge coverage" in the Policy Prospectus, which are incorporated
herein by reference.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including the
amount of coverage and the type of bond.
Not applicable with respect to the operations of the Separate Account.
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.
See generally the disclosure set out under the captions "What is IL
Protector?", "Policy Features and Benefits", "More Information About
Procedures That Apply To Your Policy" and "More Information About
Other Matters", which disclosure is incorporated herein by reference.
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III
ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
Organization and Operations of Depositor
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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.
EOC was organized in 1984 under the laws of Colorado as a stock life
insurance company.
26.(a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any functions or
duties concerning securities of the trust during the period covered by the
financial statements filed herewith: [Chart omitted]
Not applicable. Separate Account VLI has not yet commenced operations.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying investment
company or any affiliated person or investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable. See also the response to Item 26(a), which is
incorporated herein by reference. But see the disclosure set out under
the caption "Investment Advisory And Other Services--Specific
Services Performed" in the HRT SAI and
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"Investment Management and Other Services" in the EQAT SAI.
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.
See the disclosure set out under the captions "Who is Equitable of
Colorado?" and "More Information About Other Matters--How We Market
the Policies" in the Policy Prospectus, which disclosure is
incorporated herein by reference. In addition to the Separate Account,
EOC serves as the depositor to its Separate Account VA.
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. [Chart omitted]
All of the voting securities of the depositor (EOC) are owned by The
Equitable Life Assurance Society of the United States ("Equitable
Life"), 1290 Avenue of the Americas, New York, NY 10104, a New York
stock life insurance company.
The portion of Item 28(a) calling for certain information with respect
to the ownership of securities of the Separate Account is not
applicable. Units of interest in the Separate Account are issued only
in connection with the Policies and are not available for purchase
directly by directors or officers of EOC or its affiliates. However,
from time to time, directors and officers of EOC and its affiliates
may purchase one or more Policies, account values under which are
measured by units of interest. No units of interest in Separate
Account VLI are currently outstanding as no Policies have yet been
issued.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
Directors and Officers
----------------------
A brief statement of the business experience during the last five
years of each director of EOC and, to the extent they are responsible
for variable life insurance
21
<PAGE>
operations, each officer of EOC is set out under "More Information
About Other Matters -- Directors and Principal Officers" in the Policy
Prospectus, which is incorporated herein by reference.
Companies Owning Securities of Depositor
- ----------------------------------------
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or holds
with power to vote 5% or more of the outstanding voting securities of the
depositor.
See "Who is Equitable of Colorado?" in the Policy Prospectus, which is
incorporated herein by reference.
Controlling Persons
- -------------------
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor. [Chart omitted.]
Not applicable.
Compensation of Officers and Directors of Depositor
Compensation of Officers of Depositor
- -------------------------------------
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by financial
statements filed herewith: [Chart and footnote omitted]
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration:
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Items 31 (a), (b), and (c) are not applicable. No officer affiliated
with the depositor receives separate remuneration for services
rendered with respect to the Separate Account.
22
<PAGE>
Compensation of Directors
- -------------------------
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith: [Chart and footnote omitted.]
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Items 32(a) and (b) are not applicable. No director affiliated with
the depositor receives separate remuneration for services rendered
with respect 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 and footnote omitted.]
Not applicable. No employee affiliated with the depositor receives
separate remuneration for services rendered with respect 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 and footnote
omitted.]
Not applicable. No person who is affiliated with the depositor and who
falls within any class of persons enumerated above receives separate
remuneration for services rendered with respect to the Separate
Account.
23
<PAGE>
Compensation to other Persons
- -----------------------------
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32, and 33), whose aggregate compensation
in connection with services rendered with respect to the trust in all capacities
exceeded $10,000 during the last fiscal year covered by financial statements
filed herewith from the depositor and any of its subsidiaries. [Chart and
footnotes omitted.]
Not applicable.
IV
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
- --------------------------
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to be made,
and (C) have been discontinued, indicating by appropriate letter the status with
respect to each state.
No sales of the Policies have been made or are currently being made.
It is presently proposed to sell the Policies in all states (except
New York), the District of Columbia, Puerto Rico and the Virgin
Islands, to the extent that, and at such times as, EOC obtains
necessary regulatory clearance in such jurisdictions to do so.
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 the reason given for denial.
24
<PAGE>
Not applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities of the
trust has been revoked by any federal or state governmental officer, agency or
regulatory body.
(1) Name of officer, agency or body
(2) Date of revocation
(3) Brief statement of the reason given for revocation.
Not applicable.
38.(a) Furnish a general description of the method of distribution of
securities of the trust.
See the response to Item 35, above, which is incorporated herein by
reference. See also the disclosure set out under the caption "More
Information About Other Matters -- How We Market the Policies" in the
Policy Prospectus, which disclosure is incorporated herein by
reference.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a statement as
to the inception and termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
See the responses to Item 35 and Item 38(a), above, which are
incorporated herein by reference.
EOC intends to execute a Distribution and Servicing Agreement ("EQF
Agreement") with EQ Financial, whereby EQ Financial will serve as a
distributor for the Policies. Under the EQF Agreement, EQ Financial
will be responsible, among other things, for carrying out all
compliance and supervisory obligations in connection with the
distribution of the Policies, as required by applicable law. By its
terms, the EQF Agreement will be effective for an initial two-year
period, and automatically renews from year to year unless terminated.
The EQF Agreement may be terminated by any party upon at least 60 days
notice to the other parties or by mutual agreement. The EQF Agreement
will terminate automatically upon its assignment. The proposed form of
EQF Agreement is Exhibit 1-A(8) to this Registration Statement.
EOC also intends to execute a Distribution Agreement ("EDI Agreement")
with Equitable Distributors, Inc., whereby Equitable Distributors will
serve as a distributor for the Policies. Under the EDI Agreement,
Equitable Distributors will be responsible, among other things, for
carrying out all compliance and
25
<PAGE>
supervisory obligations in connection with the distribution of the
Policies, as required by applicable law. By its terms, the EDI
Agreement will be effective as of the date first written, and
automatically renews from year to year unless terminated. The EDI
Agreement may be terminated by any party upon at least 60 days notice
to the other parties or by mutual agreement. The EDI Agreement will
terminate automatically upon its assignment. The proposed form of EDI
Agreement is Exhibit 1-A(8)(ii) to this Registration Statement.
(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).
See the response to Item 38(a), above, which is incorporated herein by
reference. See also Exhibits A-3(a), A-3(b), and A-3(c) hereto.
Information Concerning Principal Underwriter
- --------------------------------------------
39.(a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign power under
the laws of which each underwriter was organized and the date of organization.
See the response to Item 4, above, which is incorporated herein by
reference. EQ Financial was organized under the laws of Delaware on
December 14, 1971. Equitable Distributors, Inc. was organized under
the laws of Delaware on October 14, 1988.
(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. EQ Financial and
Equitable Distributors, Inc. are members 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
26
<PAGE>
connection therewith exercised by such underwriter in such capacity or otherwise
during the period covered by the financial statements filed herewith. [Chart
omitted]
See the response to Item 38(a), above, which is incorporated herein by
reference.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any underlying
investment company or any affiliated person or investment adviser of such
company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Item 40(b) is not applicable.
41.(a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other than the
distribution of securities of the trust. If a principal underwriter acts or has
acted in any capacity with respect to any investment company or companies other
than the trust, state the name or names of such company or companies, their
relationship, if any, to the trust and the nature of such activities. If a
principal underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
See the response to Item 38(a), above, which is incorporated herein by
reference. EQ Financial and Equitable Distributors, Inc. also serve as
distributors of policies supported by EOC's Separate Account VA,
Equitable's Separate Accounts FP, I, A, 301, 45 and 49, and shares of
The Hudson River Trust and the EQ Advisors Trust.
(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.
None.
(c) Furnish the number of individual salesmen for each principal
underwriter through whom any of the securities of the trust were distributed for
the last fiscal year of the trust covered by the
27
<PAGE>
financial statements filed herewith and furnish the aggregate amount of
compensation received by such salesmen in such year.
The Separate Account has not yet commenced operations.
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, since no Policies are currently being distributed.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting transactions for
the trust in the portfolio securities of the trust.
Not applicable.
44.(a) Furnish the following information with respect to the method of
valuation used by the trust for purpose of determining the offering price to the
public of securities issued by the trust or the valuation of shares or interests
in the underlying securities acquired by the holder of a periodic payment plan
certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities: [Chart omitted]
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
28
<PAGE>
The premiums for the Policies take actuarial considerations into
account. Premiums reflect the age, sex and risk class of the insured,
the amount of insurance coverage purchased and payment plan. See
generally the following disclosure in the Policy Prospectus, which
disclosure is incorporated herein by reference:
Charges and Expenses You Will Pay
Policy Features and Benefits
About Your Life Insurance Benefit
Transferring Your Money Among Our Investment Options
Determining Your Policy's Value
Accessing Your Money
Tax Information
More Information About Other Matters
How We Support the Policies' Investment Options
Our General Account
Deducting Policy Charges
With respect to the valuation of shares of the HRT or EQAT, see the
disclosure set out under the captions "Purchase and Redemption" in the
HRT Prospectus and "Purchase and Pricing of Securities" in the HRT
SAI, and under the captions "Purchase and Redemption" in the EQAT
Prospectus and "Purchase and Pricing of Shares" and "Redemptions of
Shares" in the EQAT SAI, which disclosure is incorporated herein by
reference.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date. Such schedule
shall be in substantially the following form: (Note: If registrant is an issuer
of periodic payment plan certificates, furnish, in lieu of such schedule an
appropriate, comparable schedule showing the acquisition price of the holders'
interest in the underlying securities.) [Schedule omitted.]
Not applicable. See the response to Item 44(a), above, which is
incorporated herein by reference.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than underwriters, state
the nature and amount of such variation and indicate the person or classes of
persons to whom such offering is made.
Not applicable. See the responses to Items 13(d) and 44(a), above,
which are incorporated herein by reference. See also the disclosure
contained under the caption "More Information About Other Matters -
Changes We Can Make" in the Policy Prospectus, which is incorporated
by reference herein.
29
<PAGE>
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.
Items 45(a)-(d) are not applicable.
Redemption Valuation of Securities of the Trust
- -----------------------------------------------
46.(a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued by the
trust:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities. [Chart omitted]
(6) Whether adjustments are made for fractions.
With respect to Items 46(a)(1) through (6), see the responses to Items
13(a), 17(a) and 44(a), which are incorporated herein by reference.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest practicable
date. Such schedule shall be in substantially the following form: [Schedule
omitted.]
30
<PAGE>
Not applicable. See the response to Item 46(a), above, which is
incorporated herein by reference.
Purchase and Sale of Interests in Underlying Securities
from and to Security Holders
- ----------------------------
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with respect
to the purchase of underlying securities or interests in the underlying
securities from security holders who exercise redemption or withdrawal rights
and the sale of such underlying securities and interests in the underlying
securities to other security holders.
See the response to Item 16, above, which is incorporated herein by
reference. There is no procedure for the purchase of underlying
securities or interests therein from Policy owners who exercise
surrender rights.
State whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items 44 and
46. If any item of expenditure included in the determination of the valuation is
not or may not actually be incurred or expended, explain the nature of such item
and who may benefit from the transaction.
Not applicable.
V
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust.
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee
or custodian was organized.
(d) Name of governmental supervising or examining authority.
31
<PAGE>
Items 48(a)-(d) are not applicable. The Separate Account does not have
a trustee or custodian.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its securities,
and the aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state the
unearned amount.
Not applicable. The Separate Account does not have a trustee or
custodian.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement with
respect thereto.
Not applicable. The Separate Account does not have a trustee or
custodian. But see the disclosure set out under the captions "More
Information About Other Matters - How We Support the Policies'
Investment Options" in the Policy Prospectus, which disclosure is
incorporated herein by reference.
VI
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
32
<PAGE>
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Items 51(a)-(j) are not applicable. But see the full particulars of
the material insurance-related provisions of the Policies that are
described throughout the Policy Prospectus, which are incorporated
herein by reference.
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 the responses to Items 10(g) and (h), above, which are
incorporated herein by reference. Equitable will not substitute
another security for the underlying securities held by the Separate
Account unless the Commission shall have approved such substitution,
as required by applicable law.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period covered
by the financial statements filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
33
<PAGE>
(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.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any underlying
security;
(3) whether the acquisition of such substituted security or securities
would constitute the concentration of investment in a particular
industry or group of industries or would conform to a policy of
concentration of investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in this
regard.
(If this subject has been entirely covered in Item 52(b), state "not
applicable".)
See the response to Items 52(a), 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.
Not applicable.
Regulated Investment Company
- ----------------------------
53.(a) State the taxable status of the trust.
34
<PAGE>
See the disclosure set out under the captions "Tax Information - Our
Taxes" in the Policy Prospectus, which disclosure is incorporated
herein by reference.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal Revenue
Code of 1954, and state its present intention with respect to such
qualifications during the current taxable year.
Not applicable because the Separate Account is not a separate taxable
entity.
VIII
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series of its
securities: [Chart omitted.]
Not applicable. The Separate Account is deemed to be the issuer of
periodic payment plan certificates.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest amount
of payments. The schedule shall cover a certificate of the type currently being
sold assuming that such certificate had been sold at a date approximately ten
years prior to the date of registration or at the approximate date of
organization of the trust. [Chart omitted.]
Not applicable. The Policies are life insurance policies and do not
operate as the usual periodic payment plan certificate.
35
<PAGE>
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust. [Chart
omitted.]
Not applicable. See the response to Item 55, above, which is
incorporated herein by reference.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith the following information for each installment payment plan certificate
currently being issued by the trust. [Chart omitted.]
Not applicable. See the response to Item 55, above, which is
incorporated herein by reference.
58. If the trust is the issuer of periodic payment plan certificates
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date. [Chart omitted.]
Not applicable. See the response to Item 55, above, which is
incorporated herein by reference.
59. Financial statements shall be filed in accordance with the
instructions given below. [Instructions omitted.]
No financial statements have been filed for the Separate Account
because it has not yet commenced operations, has no assets or
liabilities, and has not received any income nor incurred any
expenses.
The audited financial statements for EOC for the years ended December
31, 1996, 1997 and 1998 will be filed by amendment to the Registration
Statement for EOC and the Separate Account, and, when filed, will be
incorporated by reference herein. Notwithstanding general instruction
2(d) to Form N-8B-2, such incorporation by reference is being made
pursuant to the established administrative practice of the Commission
and its staff, which is consistent with the Commission's adoption of
Regulation S-T and related amendments to the Commission's rules
regarding incorporation by reference.
36
<PAGE>
EXHIBITS
Notwithstanding general instruction 2(d) to Form N-8B-2, various exhibits,
described below, have been incorporated herein by reference pursuant to the
established administrative practice of the Commission and its staff. Such
practice is consistent with the Commission's adoption of Regulation S-T and
related amendments to the Commission's rules regarding incorporation by
reference. Exhibits are incorporated by reference to the Form S-6 registration
statement of the Registrant, File No. 333-72233 (the "Registration Statement").
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the trust was
organized or issued securities.
The resolutions regarding the organization of Separate Account VLI are
filed as Exhibit l-A(1)(a)(i) to the Registration Statement and are
incorporated herein by reference.
(2) The indenture or agreement pursuant to which the proceeds of
payments of securities are held by the custodian or trustee, if such
indenture or agreement is not the same as the indenture or agreement
referred to in paragraph (1).
Not applicable.
(3) Distributing contracts:
(a) Agreements between the trust and principal underwriter or
between the depositor and principal underwriter.
The form of Distribution and Servicing Agreement among EQ
Financial Consultants, Inc. and EOC, filed as Exhibit 1-A(8) to
the Registration Statement, is incorporated herein by reference.
The form of Distribution Agreement between Equitable
Distributors, Inc. and EOC, filed as Exhibit 1-A(8)(ii) to the
Registration Statement, is incorporated herein by reference.
(b) Specimen of typical agreements between principal underwriter
and dealers, managers, sales supervisors and salesmen.
The forms of Sales Agreements filed as Exhibits 1-A(8)(iii) and
1-A(8)(iv) to the Registration Statement, and the form of
Participation Agreement filed as Exhibit 1-A(8)(v), are
incorporated herein by reference.
37
<PAGE>
(c) Schedules of sales commissions referred to in Item 39(c)
[38(c)].
The Schedule of Commissions filed as Exhibit 1-A(8)(i) to the
Registration Statement is incorporated herein by reference. The
form of schedule of commissions filed in Exhibit 1-A(8)(ii) to
the Registration Statement is also incorporated herein by
reference.
(4) Any agreement between the principal underwriter and the custodian
or trustee other than indentures or agreements set forth in
paragraphs (1), (2) and (3) with respect to the trust or its
securities.
Not applicable
(5) The form of each type of security.
The policy forms, riders, and endorsements filed under each
subpart of Exhibit 1-A(5) to the Registration Statement is
incorporated herein by reference.
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
The Declaration and Charter of EOC filed as Exhibit 1-A(6)(a) to
the Registration Statement is incorporated herein by reference.
The By-Laws of EOC filed as Exhibit 1-A(6)(b) to the Registration
Statement are incorporated herein by reference.
(7) Any insurance policy under a contract between the trust and the
insurance company or between the depositor and the insurance
company, together with the table of insurance premiums.
Not applicable.
(8) Any agreement between the trust or the depositor concerning the
trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
See A-(3)(a) above.
(9) All other material contracts not entered into in the ordinary
course of business of the trust or of the depositor concerning
the trust.
The Agreement for Cooperative and Joint Use of Personnel,
Property and Services between Equitable Life and EOC, filed as
Exhibit 1-A(9) to the Registration Statement, is incorporated
herein by reference.
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(10) Form of application for a periodic payment plan certificate.
The application form filed under Exhibit 1-A(10) to the
Registration Statement is incorporated herein by reference.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.
(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which
have heretofore been filed with the Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the trust,
distributed securities of the trust during the last fiscal year covered by
the financial statements filed herewith. (This exhibit shall be supplied
separately as confidential information pursuant to Rule 45a-1.)
Not applicable. Policies are not sold through dealers acting in their
capacities as such.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940 The Equitable
of Colorado, Inc., as depositor of the Registrant, has caused this registration
statement to be duly signed on behalf of the Registrant in the City of New York
and State of New York on the 19th day of March 1999.
(SEAL)
Signature: Separate Account VLI of The Equitable of
Colorado, Inc.
By: The Equitable of Colorado, Inc.
By: /s/ Samuel B. Shlesinger
--------------------------
Samuel B. Shlesinger
President
Attest: /s/ Janet Hannon
-------------------------
Janet Hannon
Assistant Secretary
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