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As filed with the Securities and Exchange Commission on January 24, 2000
Registration No. 811-09657
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT
TRUSTS WHICH ARE CURRENTLY
ISSUING SECURITIES
Dated January 18, 2000
Pursuant to Section 8(b) of the
Investment Company Act of 1940
TITANIUM UNIVERSAL LIFE VARIABLE ACCOUNT
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(Name of Unit Investment Trust)
2001 Third Avenue South
Birmingham, Alabama 35233
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
Page 1 of 31 Pages
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
Titanium Universal Life Variable Account (hereinafter referred to
as the "Variable Account".)
The Variable Account has no Internal Revenue Service Employer
Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Flexible Premium Variable Life Insurance Policy (the "Policy").
2. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification number of each Depositor of the
trust.
United Investors Life Insurance Company (hereafter referred to as
the "Company" and/or "Depositor"), 2001 Third Avenue South,
Birmingham, AL 35233.
Internal Revenue Service Employer Identification Number: 43-
1237031.
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.
The Company, on behalf of all classes or series of securities
issued by the Variable Account, owns and will own in its own
custody all of the assets of the Variable 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.
United Securities Alliance, Inc.
8 Inverness Drive
Suite 100
Englewood, CO 80112
Internal Revenue Service Employer Identification Number: 58-
2097636
First Union Securities, Inc.
301 South College Street
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Charlotte, NC 28288
Internal Revenue Service Employer Identification Number: 34-
1542819
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
State of Missouri
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 Variable Account was established as a segregated asset
account on September 15, 1999 by resolution of the board of
directors of the Company.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held by
the custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Variable Account's name has never been changed.
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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There are no current or pending legal or administrative
proceedings to which the Variable Account or the Company is a
party and which are material with respect to the security holders
of the Variable Account.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
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Holders
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10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies to be issued are of the registered type insofar as
each Policy is personal to the owner of the Policy ("the Owner"),
and the records concerning the Owner are maintained by or on
behalf of the Company.
(b) Whether the securities are of the cumulative or distributive type.
The policies are of the cumulative type. They are not eligible
to participate in the Company's distribution of income, dividends
or capital gains.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Prospectus filed on
October 28, 1999, as a part of a Registration Statement on Form
S-6 under the Securities Act of 1933 describing individual
flexible premium variable life insurance policies (the
"Prospectus"); specifically, the sections titled "The Policy --
Withdrawals" and "The Policy -- Surrender of the Policy".
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the following sections of the
Prospectus: "The Policy -- Transfers", "The Policy -- Surrender
of the Policy."
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults or
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defaults by security holders in making principal payments, and with
respect to reinstatement.
Incorporated herein by reference to the section of the Prospectus
entitled "Premiums."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the trust's securities or the underlying securities and
the relationship of such persons to the trust.
Incorporated herein by reference to the section of the Prospectus
entitled "Other Information -- Voting of Portfolio Shares."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the Depositor, trustee or custodian.
Incorporated herein by reference to the section of the Prospectus
entitled "Titanium Universal Life Variable Account -- The
Portfolio."
(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.
(2) the terms and conditions of the securities issued by the trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the Depositor, trustee or custodian.
Incorporated herein by reference to the following sections of the
Prospectus: "Titanium Universal Life Variable Account -- The
Portfolios," and "Other Information."
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(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
Incorporated herein by reference to the Prospectus sections
entitled "The Policy," "Death Benefits," "Charges and
Deductions," "Policy Values," "Tax Considerations," and "Other
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. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)
Incorporated herein by reference to the section of the Prospectus
entitled "Titanium Universal Life Variable Account -- The Portfolios."
12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish
the following information for each such company:
(a) Name of company.
(b) Name and principal business address of Depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been the
underlying securities.
Incorporated herein by reference to the following sections of the
Prospectus: "Titanium Universal Life Variable Account," "The
Policy," "Death Benefits," "Policy Values," "Tax Considerations,"
and "Other Information."
Information Concerning Load, 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;
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(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Incorporated herein by reference to the section of Prospectus
entitled "Charges and Deductions."
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments.
See answer to Item 13(a).
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public
offering price and as a percentage of the net amount invested. List
any special purchase plans or methods established by rule or exemptive
order that reflect scheduled variations in, or elimination of, the
sales load; and identify each class of individuals or transactions to
which such plans apply .
Incorporated herein by reference to section of Prospectus
entitled "Charges and Deductions."
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors, or employees of
the Depositor, trustee, custodian or principal underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities. (Assignment,
reinstatement, replacing lost certificates, etc.)
Incorporated herein by reference to sections of Prospectus
entitled "Premiums," "Transfers," and "Withdrawals."
(f) State whether the Depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d)
through the sale or purchase of the trust's securities or underlying
securities or interests in underlying securities, and
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describe ties or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
Neither the Company, the principal underwriter(s), nor any of
their affiliates will receive any profits or benefits not
included in Item 13(a) above. The Company will compensate certain
persons, including the principal underwriter(s) identified in the
answer to question 4 above, for services in connection with the
selling and servicing of the Policy, but such compensation will
be paid from the Company's general account.
(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.
Incorporated herein by reference to the section of the Prospectus
entitled "The Policy -- Applying for a Policy."
15. Described the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the section of the Prospectus
entitled "The Policy," and "Premiums."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the section of the Prospectus
entitled "Titanium Universal Life Variable Account - The
Portfolios".
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17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Incorporated herein by reference to the following sections of the
Prospectus: "The Policy -- 'Free Look' Right to Cancel the
Policy," and "The Policy -- Withdrawals."
(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.
The Company is required to process all redemption requests as
described in the following sections of the Prospectus which are
incorporated herein by reference: "The Policy -- 'Free Look'
Right to Cancel Policy," "The Policy -- Surrender of the Policy,"
"The Policy -- Loan Benefits," and "The Policy -- Requesting
Payments."
(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold.
A Policy, once totally surrendered, may not be resold. However,
a Policy that has lapsed may be reinstated as described in the
section of the Prospectus entitled "The Policy -- Other Policy
Provisions --Reinstatement," which is incorporated herein by
reference.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
All income and other distributable assets of the Variable Account
are reinvested in the shares of the funds that made the
distributions and will be added to the assets of the Variable
Account.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose
and ultimate disposition thereof, and describe the manner of handling
of same.
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The Variable Account holds certain reserves for the life
insurance benefits provided by the Policies.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by
the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made,
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made, describe the nature thereof, the
account charged and the basis of determining the amount of such
charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the section of the Prospectus
entitled "The Policy -- Reports to Owners."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
The Variable Account has no trustee.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The Variable Account has no trustee.
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(e) The removal or resignation of the Depositor, or the failure of the
Depositor to perform its duties, obligations and functions.
Not applicable.
(f) The appointment of a successor Depositor and the procedure if a
successor Depositor is not appointed.
Not applicable.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Incorporated herein by reference to the section of the Prospectus
entitled "The Policy -- Loan Benefits."
(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.
Incorporated herein by reference to the section of the Prospectus
entitled "The Policy -- Loan Benefits."
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the Depositor,
principal underwriter, trustee or custodian or affiliated person of
the foregoing and the aggregated amount of loans in default at the end
of the last fiscal year covered by financial statements filed
herewith.
Because the Variable Account has yet to commence operations, no
such loans have been made, no interest has been collected and no
loans are in default.
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.
Incorporated herein by reference to the sections of the
Prospectus entitled "Other Policy Provisions --Incontestability,"
"Other Policy Provisions --Suicide Exclusion" -- and "Other
Policy Provisions --Misstatement of Age or Sex."
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23. Describe any bonding arrangement for officers, directors, partners or
employees of the Depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
A fidelity bond in the amount of $5,000,000 covering the
Company's officers and employees has been issued by Hartford Fire
Insurance Company.
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.
None.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
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25. State the form or organization of the Depositor of the trust, the name of
the state or other sovereign power under the laws of which the Depositor
was organized and the date of organization.
The Company is a stock life insurance company organized under the
laws of the state of Missouri in 1981 as a successor to a company
of the same name established in Missouri in 1961. The Company is
indirectly owned by Torchmark Corporation.
26. (a) Furnish the following information with respect to all fees received by
the Depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith:
Not applicable.
(b) Furnish the following 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.
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Not applicable.
27. Describe the general character of the business engaged in by the Depositor
including a statement as to any business other than that of Depositor of
the trust. If the Depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to the
trust, and the nature of the Depositor's activities therewith. If the
Depositor has ceased to act in such named capacity, state the date of and
circumstance surrounding such cessation.
The Company primarily markets individual life insurance and
annuity products. The Company is licensed to sell insurance in
the District of Columbia and all states except New York. The
Company also acts as Depositor and custodian for United
Investors Life Variable Account, United Investors Annuity
Variable Account, United Investors Universal Life Variable
Account, RetireMAP Variable Account, United Investors Advantage
Gold Variable Account.
Officials and Affiliated Persons of Depositor
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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 five percent or more of the outstanding voting
securities of the Depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with Depositor of the
trust;
(iii) ownership of all securities of the Depositor;
(iv) ownership of all securities of the trust; and
(v) other companies of which each person named above is presently
officer, director, or partner.
Incorporated herein by reference to the following sections of
the Prospectus: "Appendix B -- Directors and Officers of United
Investors." No natural person directly or indirectly owns,
controls, or holds with power to vote five percent or more of
the outstanding voting securities of the Company.
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(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the Depositor.
Incorporated herein by reference to the following section of the
Prospectus: "Appendix B -- Directors and Officers of United
Investors."
Companies Owning Securities of Depositor
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29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote five percent or more of the outstanding voting
securities of the Depositor: (a) name and principal business address; (b)
nature of business; (c) ownership of all securities of the Depositor.
The Company is indirectly owned by Torchmark Corporation.
Torchmark Corporation is an insurance, money management and
financial planning company located at 3700 South Stonebridge
Drive, McKinney, Texas 75070.
Controlling Persons
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30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the Depositor.
None.
Compensation of Officers and Directors of Depositor
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Compensation of Officers of Depositor
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31. Furnish the following information with respect to the remuneration for
services paid by the Depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the Depositor directly
receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the Depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the Depositor itself
and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or partners
of the Depositor.
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Not applicable. No officer of the Depositor received any
renumeration for services rendered with respect to the Variable
Account.
Compensation of Directors
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32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
Depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. No Director of the Depositor received any
renumeration for services rendered with respect to the Variable
Account.
Compensation to Employees
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33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the Depositor
(exclusive of persons whose remuneration is reported in Items 31 and
32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
Depositor and any of its subsidiaries.
Not applicable. No employee of the Depositor received any
renumeration for services rendered with respect to the Variable
Account.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by
financial statement filed herewith to the following classes of persons
(exclusive of those persons covered by Item 33(a)): (1) Sales
managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable. No sales manager, branch manager, district
manager, other person supervising the sale of the Policies,
salesman, sales agent, canvasser, other persons making
solicitations but not in supervisory capacity, or administrative
and clerical employee, received any renumeration for services
rendered with respect to the Variable Account.
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Compensation to Other Persons
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34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the Depositor and any of its
subsidiaries.
Not applicable. No other person received any renumeration for
services rendered with respect to the variable account.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
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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.
The Policy may ultimately be offered in the District of Columbia
and all states where the Company is licensed to sell insurance
(see Item 27).
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
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(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Incorporated herein by reference to the following section of the
Prospectus: "Other Information -- Sale of the Policies."
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the Depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
Incorporated herein by reference to the exhibits filed as part of
the Registration Statement.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesman, etc. with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the issuer
of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
Incorporated herein by reference to the exhibits filed as part of
the Registration Statement.
Information Concerning Principal Underwriter
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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.
First Union Securities, Inc. is a principal underwriter of the
policies. First Union Securities, Inc. is a corporation organized
under the laws of the state of Delaware in 1999.
United Securities Alliance, Inc., also a principal underwriter,
is a corporation organized under the laws of Nevada in 1994.
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(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
Both of the principal underwriters 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 connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Incorporated by reference to the section of the Prospectus
entitled "Titanium Universal Life Variable Account -- The
Portfolios."
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.
Incorporated herein by reference to the section of the
Prospectus entitled "Other Information -- Sale of the
Policies."
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(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person in
charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not applicable. Securities of the Variable Account have not
yet been distributed by the underwriter or any of its
representatives.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter: (a) name and principal business address; (b) position
with principal underwriter; (c) ownership of securities of the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
- ------------------------------------------------------------------
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
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(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
Incorporated herein by reference to the section of the
Prospectus entitled "Policy Values."
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
Incorporated herein by reference to the section of the
Prospectus entitled "Charges and Deductions -- Reduction in
Charges for Certain Groups."
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
- -----------------------------------------------
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of portfolio
securities.
Incorporated herein by reference to the following section of
the Prospectus: "Policy Values."
(2) Whether opening, closing, bid, asked or any other price is used.
21
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Incorporated herein by reference to the following section of
the Prospectus: "Policy Values."
(3) Whether price is as of the day of sale or as of any other time.
Price is as of the day a request for partial or full
surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
Incorporated herein by reference to the following section of
the Prospectus: "Policy Values."
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
Not applicable.
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at latest
practicable date.
Not applicable.
Purchase and Sale of Interests in Underlying Securities from and to Security
- ----------------------------------------------------------------------------
Holders
- -------
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of valuation
of such underlying securities or interests in underlying securities differs
from that set forth in Items 44 and 46. If any item of expenditure included
in the determination of the valuation is not or may not actually be
incurred or expended, explain the nature of such item and who may benefit
from the transaction.
22
<PAGE>
Incorporated herein by reference to the following section of the
Prospectus: "Titanium Universal Life Variable Account."
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.
The Company acts as custodian and holds the assets of the
Variable Account. The Company maintains records of all purchases
and redemptions of shares of the underlying mutual fund
portfolios.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
The Variable Account is currently divided into a number of
investment divisions. Each investment division invests
exclusively in shares of a single underlying portfolio. Both
realized and unrealized gains or losses and income from the
assets of each investment division of the Variable Account are
credited to or charged against that investment division without
regard to income, gains or losses from any other investment
division of the Variable Account or from any other business the
Company may conduct.
Obligations to Owners and beneficiaries that arise under the
Policy are obligations of the Company. The Company owns the
assets of the Variable Account. Those assets will only be used to
support variable life
23
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insurance contracts and for any other purposes permitted by
applicable laws and regulations. The portion of the assets of the
Variable Account equal to the reserves and other contract
liabilities with respect to the Variable Account will not be
charged with liabilities that arise from any other business the
Company may conduct. The Company may, however, transfer from the
Variable Account to its general account assets that exceed the
reserves and other contract liabilities in respect of the
Variable Account.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth in Item 2.
(b) The types of policies and whether individual or group policies.
The Policy is a variable universal life insurance policy that is
issued on an individual basis.
(c) The types of risks insured and excluded.
The Company assumes the risk that the deductions made for
insurance risks will prove inadequate to cover actual insurance
costs. The Company also assumes the risk that deductions for
expenses may be inadequate.
(d) The coverage of the policies.
The minimum Face Amount is stated in the Policy. Life insurance
proceeds will be reduced by any outstanding indebtedness and any
due and unpaid charges.
(e) The beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
The recipient of the benefits of the insurance undertakings is
either the Owner or the beneficiary specified in the Policy.
There are no restrictions on the use of the proceeds other than
those established by the Owner.
(f) The terms and manners of cancellation and of reinstatement.
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The insurance undertakings are an integral part of the Policy
and may not be terminated while the Policy remains in effect.
(g) The method of determining the amount of premiums to be paid by holders
of securities.
Incorporated herein by reference to the section of the
Prospectus entitled "The Policy -- Premiums."
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
No person other than the Company receives any part of the
amounts deducted for assumption of mortality and expense
risks.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
VII. 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.
Incorporated herein by reference to the section of the
Prospectus entitled "Titanium Universal Life Variable
Account --The Portfolios."
25
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(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.
(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;
(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.
Incorporated herein by reference to the sections of the
Prospectus entitled "Titanium Universal Life Variable
Account -- The Portfolios" and "Other Information --
Addition, Deletion or Substitution of Investments."
(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.
53. (a) State the taxable status of the trust.
Incorporated herein by reference to the section of the
Prospectus entitled "Tax Considerations."
26
<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 of 1954, and state its present intention with respect to
such qualifications during the current taxable year.
Incorporated herein by reference to the section of the Prospectus
entitled "Tax Considerations."
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Incorporated herein by reference to the section of the Prospectus
entitled "Appendix A -- Hypothetical Illustrations."
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during each period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the trust.
Not applicable.
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 out standing as at the latest practicable date.
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Not applicable.
59. Financial Statements:
Financial Statements of the Trust
---------------------------------
The Variable Account has not yet commenced operations and,
therefore, financial statements are not available at this time.
Financial Statements of the Depositor
-------------------------------------
The financial statements of United Investors Life Insurance
Company will be provided in a pre-effective amendment to the
registration statement for the Policies.
IX. EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the trust was
organized or issued securities.
Incorporated by reference to the variable account's registration
statement for the Policies.
(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.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
28
<PAGE>
Incorporated by reference to the Variable Account's registration
statement for the Policies.
(c) Schedules of sales commissions.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
(4) Any agreement between the Depositor, principal underwriter and the
custodian or trustee other than indentures or agreement set forth in
paragraphs (1), (2) and (3) with respect to the Trust or its
securities.
Not applicable.
(5) The form of each type of security.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
(6) The certificate of incorporation or other instrument of organization
and by-laws of the Depositor.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
(7) Any insurance policy between the Trust and the insurance company or
between the Depositor and the insurance company, together with the
table of insurance premiums.
Not applicable.
(8) Any agreement between the Trust or the Depositor concerning the Trust
with the issuer, Depositor, principal underwriter or investment
adviser of any underlying investment company or any affiliated person
of such persons.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
(9) All other material contracts not entered into in the ordinary course
of business of the Trust or of the Depositor concerning the Trust.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
29
<PAGE>
(10) Form of application for a periodic payment plan certificate.
Incorporated by reference to the Variable Account's registration
statement for the Policies.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.
Not applicable.
(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which
have heretofore been filed with the Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the Trust,
distributed securities of the Trust during the last fiscal year covered by
the financial statements filed herewith.
Not applicable.
30
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Pursuant to the requirements of the Investment Company Act of 1940,
the Depositor of the Registrant has caused this Registration Statement to be
duly signed on behalf of the Registrant in the City of Birmingham, and the State
of Alabama on the 10th day of January, 2000.
[Seal]
TITANIUM UNIVERSAL LIFE VARIABLE ACCOUNT
----------------------------------------
(Name of Registrant)
By: UNITED INVESTORS LIFE INSURANCE COMPANY
---------------------------------------
(Name of Depositor)
Attest: /s/ John H. Livingston By: /s/Anthony L. McWhorter
----------------------- ------------------------
John H. Livingston Anthony L. McWhorter
Secretary and Counsel President and Chief Executive Officer
United Investors Life Insurance Company
