<PAGE> 1
As filed with the Securities and Exchange Commission on October 29, 1999
Registration No. 811-_________
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CANADA LIFE OF AMERICA VARIABLE LIFE ACCOUNT 1
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(Name of Unit Investment Trust)
CANADA LIFE INSURANCE COMPANY OF AMERICA
----------------------------------------
(Name of Depositor)
6201 Powers Ferry Road, NW
Atlanta, Georgia 30339
----------------------
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of information
provided herein.
Page 1 of 33 Pages
I.
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ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Canada Life of America Variable Life Account 1 (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.
Individual 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.
Canada Life Insurance Company of America ("Canada
Life" or the "Company")
6201 Powers Ferry Road, NW
Atlanta, Georgia 30339
Internal Revenue Service Employer
Identification Number: 38-2816473
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 will hold in its own custody all of the
securities 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.
Distribution of the Policy has not commenced. When
distribution commences, the principal underwriter
will be Canada Life of America Financial Services,
Inc. ("CLAFS"), a wholly-owned subsidiary of Canada
Life.
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Internal Revenue Service Employer
Identification Number: 31-1261806
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Michigan.
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.
Canada Life established the Variable Account as a
separate investment account under Michigan law on
July 22, 1988.
(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.
Canada Life intends to act as its own custodian for
the safekeeping of the trust's assets.
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.
The fiscal year of the Variable Account ends on
December 31.
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature
of the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
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There are no pending legal proceedings commenced by, or known
to be contemplated by, a government authority and no pending
legal proceedings, material with respect to prospective
purchasers of the Policies to which the Variable Account, the
depositor or the principal underwriter is a party to or to
which the assets of the Variable Account is subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
Holders
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policy to be issued is of the registered type
insofar as the Policy is personal to the owner of the
Policy ("Policyowner") and the records concerning the
Policyowner are maintained by or on behalf of Canada
Life.
(b) Whether the securities are of the cumulative or distributive
type.
The Policy is of the cumulative type, providing for
no distribution of income, dividends, or capital
gains. Such amounts are not separately identifiable
but are reflected in the policy value and death
benefits under a Policy at any time.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the prospectus
proposed to be filed November, 1999, (the
"Prospectus") as part of a registration statement on
Form S-6 under the Securities Act of 1933
accompanying this form N-8B-2 (the "Registration
Statement") describing the Policy, specifically, the
sections entitled "Summary," "The Policy - Right to
Examine Provision," "The Policy - Surrender," "The
Policy - Partial Withdrawal," "Charges and Deductions
- Surrender Charge," "Charges and Deductions -Partial
Withdrawal Charges," and "Policy Termination and
Reinstatement."
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(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
Incorporated herein by reference to the sections of
the Prospectus entitled "Summary," "The Policy -
Conversion Privilege," "The Policy- Partial
Withdrawal," "Policy Termination and Reinstatement,"
"The Policy - Delay of Payments," "Transfers -
Transfer Privilege," "Transfer - Dollar Cost
Averaging," "Transfers - Account Rebalancing,"
"Charges and Deductions - Partial Withdrawal Costs"
"Charges and Deductions - Transfer Charges,"
"Information About the Fixed Account," and "Policy
Loans."
(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture
or agreement with respect to lapses or defaults or defaults by
security holders in making principal payments, and with
respect to reinstatement.
Incorporated herein by reference to the section of
the Prospectus entitled "Policy Termination and
Reinstatement."
(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 "Voting Rights."
(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 "Other Policy Provisions -
Modification" and "Deletion or Substitution of
Investments."
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(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by
the trust.
(3) the provisions of any indenture or agreement of the
trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the Prospectus
section entitled "Other Policy Provisions -
Modification" and "Deletion or Substitution of
Investments."
(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
the sections entitled "The Policy," "Other Policy
Provisions," "Further Information," "Distribution"
and "Federal Tax Status."
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If
the unit consists of a single security issued by an investment
company, name such investment company and furnish a description of the
type of securities comprising the portfolio of such investment
company.)
Incorporated herein by reference to the section of
the Prospectus entitled "The Variable Account and the
Funds."
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.
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(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 section of
the Prospectus entitled "The Variable Account and the
Funds."
Information Concerning Load, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2)
underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense or
charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts
are paid and his relationship to the trust;
(D) the nature of the services performed by such
person in consideration for such load, fee,
expense or charge.
Incorporated herein by reference to the section of
the Prospectus entitled "Summary," "Summary - What
Are the Expenses And Fees Of the Funds?" and "The
Policy - 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 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.
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See Item 13(a).
(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers, directors, or employees of the depositor, trustee,
custodian or principal underwriter.
See Item 13(a).
(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.)
Not applicable.
(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 Items 13(a)
or 13(d) through the sale or purchase of the trust's
securities or underlying securities or interests in underlying
securities, and describe ties or interests in underlying
securities, and describe fully the nature and extent of such
profits or benefits.
See the section of the Prospectus entitled "The
Variable Account and the Funds," incorporated herein
by reference. Other than as set forth in that
section and in Item 13(a) above, neither Canada Life,
CLAFS, nor any of their affiliates will receive any
profits or benefits. Canada Life will compensate
certain persons, including Canada Life and CLAFS
agents, for services in connection with the selling
and servicing of the Policies; however, such
compensation will be paid from Canada Life'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.
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Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the section of
the Prospectus entitled "The Policy - Applying for a
Policy."
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.
Incorporated herein by reference to the sections of
the Prospectus entitled "The Policy - Applying for a
Policy," "The Policy - Right to Examine Provision,"
and "The Policy - Payments."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the sections of
the Prospectus entitled "The Variable Account and the
Funds."
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
The procedures with respect to withdrawals or
redemption of security holders are described in
response to Items 10(c), (d), (e) and (i).
(b) Furnish the names of any persons who may redeem or repurchase,
or are required to redeem or repurchase, the trust's
securities or underlying securities from security holders, and
the substance of the provisions of any indenture or agreement
pertaining thereto.
Canada Life is required to process all surrender
requests as described in response to Item 10(c). The
underlying funds in which each subaccount of the
Variable Account will invest will redeem shares upon
Canada Life's request in accordance with the
Investment Company Act of 1940. Redeemed shares of
the funds may later be reissued.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
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A Policy, once totally surrendered, may not be resold or reinstated.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds of
the trust and state the substance of the provisions of any
indenture or agreement pertaining thereto.
All income and other distributable funds 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.
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 "Periodic Reports."
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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.
Not applicable.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The Variable Account has no trustee.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and
functions.
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 "Policy Loans."
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
See paragraph (a) of this Item.
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(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to
the depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregated amount
of loans in default at the end of the last fiscal year covered
by financial statements filed herewith.
Loans are available to Policyowners only in
accordance with the loan provisions of the Policy.
See paragraph (a) of this Item.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
There is no such provision or agreement.
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 $100 million
covering Canada Life's officers and employees, as
well as officers and employees of affiliates of
Canada Life, has been issued by American Home
Insurance Company and Chubb of Canada.
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.
There are no further material provisions other than
those set forth in response to questions in Section
II.
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form or organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
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Canada Life Insurance Company of America, a stock
life insurance company, will be issuing the Policy.
Canada Life is located at 6201 Powers Ferry Road, NW,
Atlanta, Georgia 30339 and was incorporated under
Michigan law on April 12, 1988.
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.
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.
Canada Life is admitted to sell life insurance in the District
of Columbia and all states except New York and Vermont.
Canada Life is principally engaged in issuing and reinsuring
annuity and life insurance policies. Canada Life is also the
depositor of Canada Life of America Variable Annuity Account 1
and Canada Life of America Variable Annuity Account 2, each a
unit investment trust offering variable annuity policies of
Canada Life. Canada Life is a wholly-owned subsidiary of The
Canada Life Assurance Company, a Canadian life insurance
company headquartered in Toronto, Ontario, Canada. The Canada
Life Assurance Company commenced insurance operations in 1847
and has been actively operating in the United States since
1889.
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,
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controlling or holding with power to vote 5% or more of the
outstanding voting securities of the depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor
of the trust;
(iii) ownership of all securities of the depositor;
(iv) other companies of which each person named above is
presently officer, director, or partner.
The following table sets forth the name, principal
business address and principal occupation during the
past five years of each of Canada Life's directors
and executive officers.
<TABLE>
<CAPTION>
NAME POSITION WITH CANADA LIFE PRINCIPAL OCCUPATION DURING
PAST 5 YEARS
<S> <C> <C>
Ronald E. Beettam(1) Director, Chairman and President Vice President of the U.S.
Division, The Canada Life
Assurance Company
(2/98-Present); Vice President
of Individual Operations, U.S.
Division, The Canada Life
Assurance Company (9/97-2/98);
Actuarial and Administrative
Vice President, Corporate
Financial Management, The Canada Life
Assurance Company (1/95-9/97)
Kenneth T. Ledwos(1) Director and Actuary Actuarial Vice President, The
Canada Life Assurance Company
D. Allen Loney(2) Director Vice President and Chief
Actuary, The Canada Life
</TABLE>
- --------------------
(1) Principal business address is 6201 Powers Ferry Road, N.W., Atlanta,
Georgia 30339.
(2) Principal business address is 330 University Avenue, Toronto, Ontario M5G
1R8.
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<TABLE>
<CAPTION>
NAME POSITION WITH CANADA LIFE PRINCIPAL OCCUPATION DURING
PAST 5 YEARS
<S> <C> <C>
Assurance Company
(1998-Present); Vice President
of the U.S. Division, The
Canada Life Assurance Company
(1987-1998)
Henry A. Rachfalowski(2) Director Investment Vice President, The
Canada Life Assurance Company
(1996-Present); Vice President
Portfolio Investment, Ontario
Municipal Employees Retirement
Board (1992-1996)
Thomas C. Scott(1) Director and Financial Vice President Financial Vice President, The
Canada Life Assurance Company
(12/97-Present); Executive
Vice President and Chief
Financial Officer, Washington
National Corp. (11/74-12/97)
Stephen H. Zimmerman(3) Director Partner, Dykema Gossett, PLLC
Amy W. Bard(1) Administrative Officer Director, The Canada Life
Assurance Company
Peter D. Cochrane(2) Administrative Officer Assistant Treasurer,
Investment Forecasting, The
Canada Life
</TABLE>
- --------------------
(3) Principal business address is Dykema Gossett Law Offices, 800 Michigan
National Tower, 124 West Allegan, Lansing, Michigan 48933.
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<TABLE>
<CAPTION>
NAME POSITION WITH CANADA LIFE PRINCIPAL OCCUPATION DURING
PAST 5 YEARS
<S> <C> <C>
Assurance Company
(1/97 - Present);
Executive Assistant,
Treasury, The Canada Life
Assurance Company (9/86-1/97)
C. Paul English(2) Assistant Treasurer Associate Treasurer, U.S.
Private Placements, The Canada
Life Assurance Company (2/99 -
Present); Sr. Assistant
Treasurer, U.S. Portfolio
Management, The Canada Life
Assurance Company
(12/98-2/99); Sr. Assistant
Treasurer, U.S. Portfolio
Investment Management, The
Canada Life Assurance Company
(10/95-12/98); Assistant
Treasurer, U.S. Portfolio
Management, The Canada Life
Assurance Company
(5/95-10/95); Assistant
Treasurer, U.S. Private
Placements, The Canada Life
Assurance Company (9/94-5/95)
Kenneth J. Fillman(1) Administrative Officer Manager, Variable
Products/Investments, The
Canada Life Assurance Company
(1997-Present); Senior
Consultant, The Canada Life
Assurance Company (1993-1997)
George N. Isaac(2) Treasurer Treasurer, The Canada Life
Assurance Company
</TABLE>
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<TABLE>
<S> <C> <C>
Roy W. Linden(2) Secretary Vice President, General Counsel
and Secretary, The Canada Life
Assurance Company (5/95 -
President); Legal Vice-President
and General Counsel, The Canada
Life Assurance Company (5/93 -
5/95)
Charles H. MacPhaul(1) Assistant Secretary Senior Counsel, The Canada Life
Assurance Company (2/99-Present);
Assistant Secretary, The Canada
Life Assurance Company
(5/98-Present); Counsel, The
Canada Life Assurance Company
(9/96-5/98); Counsel, ING Life
Insurance Company of Georgia
(11/85-8/96)
William S. McIlwaine(1) Group Sales Vice President Group Sales Vice President, The
Canada Life Assurance Company
Edward P. Ovsenny(2) Assistant Treasurer VICE PRESIDENT, MORTGAGE, THE CANADA
LIFE ASSURANCE COMPANY
Kevin A. Phelan(2) Assistant Treasurer Senior Assistant Treasurer, U.S.
Private Placements, The Canada
Life Assurance Company
10/95-Present); Assistant
Treasurer, Canadian Securities
Credit, The Canada Life Assurance
Company (9/94-10/95)
David N. Rattray(2) Assistant Treasurer Associate Treasurer, Canadian
Mortgage Investments, The Canada
</TABLE>
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<TABLE>
<S> <C> <C>
Life Assurance Company
Douglas V. Rough(2) Assistant Treasurer Associate Treasurer, The Canada
Life Assurance Company
</TABLE>
(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of
the depositor.
See Item 28(a).
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds power to vote 5% or more of the outstanding voting securities of
the depositor: (a) name and principal business address; (b) nature of
business; (c) ownership of all securities of the depositor.
Canada Life is a wholly-owned subsidiary of The Canada Life
Assurance Company, a Canadian life insurance company
headquartered in Toronto, Ontario, Canada. The Canada Life
Assurance Company commenced insurance operations in 1847 and
has been actively operating in the United States since 1889.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and
42 who directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
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(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.
Not applicable. No officer, employee, etc.
affiliated with the depositor receives additional
remuneration for services rendered with respect to
Canada Life's Variable Account.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by
the depositor during the last fiscal year covered by financial
statements filed herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See Item 31.
Compensation to Employees
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees
of the depositor (exclusive of persons whose remuneration is
reported in Items 31 and 32) who received remuneration in
excess of $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable. See Item 31.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statement filed herewith to the
following classes of persons (exclusive of those persons
covered by Item 33(a)): (1) Sales managers, branch managers,
district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales agents,
canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical
employees; and (4) Others (specify). If a person is employed
in more than one capacity, classify according to predominant
type of work.
19
<PAGE> 20
Not applicable. See Item 31.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose
aggregate compensation in connection with services rendered with
respect to the trust in all capacities exceeded $10,000 during the
last fiscal year covered by financial statements filed herewith from
the depositor and any of its subsidiaries.
Not applicable.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discounted, indicating by appropriate
letter the status with respect to each state.
Securities of Canada Life's Variable Account have not
yet been distributed by the principal underwriter or
any of its representatives. It is proposed that the
Policies will be offered in the District of Columbia
and all states except New York and Vermont, as
permitted by state insurance law.
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.
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<PAGE> 21
(2) Date of denial.
(3) Brief statement of reason given for revocation.
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.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Policy will be sold by individuals who are
licensed as life insurance agents of Canada Life and
who are also registered representatives of
broker-dealers having written sales agreements for
the Policy with CLAFS, the principal underwriter of
the Policy.
(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to the inception and termination
dates of the agreement, any renewal and termination
provisions, and any assignment provisions.
See Exhibit A (3)(b), a Form of Distribution
Agreement, to be filed by amendment to the
Registration Statement on Form S-6.
(c) State the substance of any current agreements or arrangements
of each principal underwriter with dealers, agents, salesman,
etc. with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If
the trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof. In
lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
See Exhibit A (3)(a), a Form of Underwriting
Agreement, to be filed by amendment to the
Registration Statement on Form S-6.
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.
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<PAGE> 22
CLAFS acts as the principal underwriter and general
distributor of the Policies. CLAFS, a wholly-owned
subsidiary of Canada Life and a Georgia corporation
organized on January 18, 1988, is registered with the
SEC under the Securities Exchange Act of 1934 (1934
Act) as a broker/dealer and is a member of the
National Association of Securities Dealers, Inc.
CLAFS' principal business address is 6201 Powers
Ferry Road, NW, Atlanta, Georgia.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National
Association of Securities Dealers, Inc.
See Item 39(a).
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 herein by reference to the section of
the Prospectus entitled "The Variable Account and the
Funds."
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
22
<PAGE> 23
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state
the date of and the circumstances surrounding such cessation.
Upon effectiveness of the registration statements for
the Policies, CLAFS will act as principal underwriter
of the Policies. CLAFS is registered with the
Commission under the Securities Exchange Act of 1934
as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. CLAFS also
serves as principal underwriter for Canada Life of
America Variable Annuity Account 1, Canada Life of
America Variable Annuity Account 2, Canada Life of
New York Variable Annuity Account 1, and Canada Life
of New York Variable Annuity Account 2, which are all
unit investment trusts offering variable annuity
policies of either Canada Life or Canada Life
Insurance Company of New York, an affiliate of Canada
Life.
(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 principal
underwriter or any of its representatives.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing
securities of the trust and with respect to each of the officers,
directors or partners of such underwriter: (a) name and principal
business address; (b) position with principal underwriter; (c)
ownership of securities of the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities
exchange and who is currently distributing the securities of the trust
or effecting transactions for the trust in the portfolio securities of
the trust.
23
<PAGE> 24
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method
of valuation used by the trust for purposes of determining the
offering price to the public of securities issued by the trust
or the valuation of shares or interests in the underlying
securities acquired by the holder of a periodic payment plan
certificate:
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net asset value
in computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation
(load); and
(ii) after adding distributor's compensation
(load).
Incorporated herein by reference to the sections of
the Prospectus entitled "The Policy - Policy Value,"
"The Policy - Sub-Accounts."
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation
and indicate the person or classes of persons to whom such
offering is made.
Incorporated herein by reference to the Prospectus
section entitled "The Policy - Payments."
24
<PAGE> 25
45. Furnish the following information with respect to any suspension of
the redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method
of determining the redemption or withdrawal valuation of
securities issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
See Item 44(a).
(2) Whether opening, closing, bid, asked or any other price is
used.
See Item 44(a).
(3) Whether price is as of the day of sale or as of any other
time.
As of the day a request for surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
See Item 44(a) and 18(c).
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities:
See Item 10(c).
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as
at latest practicable date.
Not applicable.
25
<PAGE> 26
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.
Canada Life will maintain a position in each fund's shares
by purchasing such shares at net asset value in connection
with the net payments allocated to the Variable Account in
accordance with instructions from its Policyowners, and
Canada Life will redeem fund's shares at net asset value
to meet Policy obligations. Any dividends and
distributions from a portfolio are reinvested at net asset
value in shares of that portfolio. Canada Life may use
the Variable Account to support other variable life
insurance policies Canada Life issues.
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.
See Item 3 and 25.
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
26
<PAGE> 27
the last fiscal year. Indicate the person paying such fees or
expenses. If any fees or expenses are prepaid, state the unearned
amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any
indenture or agreement with respect thereto.
Not applicable.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
The name and address of Canada Life are set forth in
Item 2.
(b) The types of Policies and whether individual or group
Policies.
The Policy is an individual flexible premium variable
life insurance contract.
(c) The types of risks insured and excluded.
Canada Life assumes the risk that the deductions made
for insurance risks will prove inadequate to cover
actual insurance costs. Canada Life also assumes the
risk that deductions for expenses may be inadequate
to pay for the services and benefits provided under
the Policies. See the sections of the Prospectus
entitled "Charges and Deductions" and "The Policy -
Death Benefit," incorporated herein by reference.
(d) The coverage of the Policies.
See Paragraph (c) of this Item. 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.
27
<PAGE> 28
(e) The Beneficiaries of such Policy and the uses to which the
proceeds of Policy must be put.
The recipient of the benefits of the insurance
undertakings described in Items 10(i) and 51(c) is
either the Policyowner or the Beneficiary specified
in the Policy. There are no restrictions on the use
of the proceeds other than those established by the
Policyowner.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c)
are an integral part of the Policy and may not be
terminated while the Policy remains in effect.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See Item 13(a) for the amount of charges imposed.
See Items 10(c), 10(d), 10(i) and 44(c) for the
manner in which the premium is determined.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
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 Canada Life 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.
28
<PAGE> 29
VII.
CONTRACT OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities
must or may be eliminated from assets of the trust or must or
may be replaced by other portfolio securities. If an
investment adviser or other person is to be employed in
connection with such selection, elimination or substitution,
state the name of such person, the nature of any affiliation
to the depositor, trustee or custodian, and any principal
underwriter, and the amount of remuneration to be received for
such services. If any particular person is not designated in
the indenture or agreement, describe briefly the method of
selection of such person.
See Items 10(g) and 10(h) regarding Canada Life's
right to substitute any other investment for shares
of any portfolio of the underlying funds.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith.
Not applicable.
(c) Describe the Policy of the trust with respect to the
substitution and elimination of the underlying securities of
the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of
investment in a particular industry or group of industries
or would conform to a Policy of concentration of
investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities
of another investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the Policy of the
registrant in this regard.
See Items 10(g) and 10(h).
(d) Furnish a description of any Contract (exclusive of Policy
covered by paragraphs (a) and (b) herein) of the trust which
is deemed a matter of fundamental contract and which is
elected to be treated as such.
29
<PAGE> 30
None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
Incorporated herein by reference to the section of
the Prospectus entitled "Federal Tax Status."
(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of
the Internal Revenue Code of 1954, and state its present
intention with respect to such qualifications during the
current taxable year.
Not applicable. See Item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series
of its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate
of the type currently being sold assuming that such certificate had
been sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during each period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being
issued by the trust.
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<PAGE> 31
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
type of periodic payment plan certificate currently being issued by
the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date.
Not applicable.
59. Financial Statements:
Financial Statements of the Trust
The trust has not yet commenced operations and, therefore,
financial statements are not available at this time.
Financial Statements of the Depositor
The financial statements of Canada Life will be provided
in a Pre-Effective Amendment to the Registration Statement
on Form S-6.
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.*
- -------------------------
* To be filed as an exhibit to the Pre-Effective Amendment to Registrant's
registration statement for the Policies on Form S-6.
31
<PAGE> 32
(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).**
(3) Distributing policies:
(a) Agreements between the Trust and principal underwriter or
between the depositor and principal underwriter.*
(b) Specimen of typical agreements between principal
underwriter and dealers, managers, sales supervisors and
salesmen.***
(c) Schedules of sales commissions.*
(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.***
(5) The form of each type of security.*
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.*
(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.**
(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.*
(9) All other material policies not entered into in the ordinary
course of business of the Trust or of the depositor concerning
the Trust.***
(10) Form of application for a periodic payment plan certificate.*
B. Furnish copies of each of the following:
- ----------------------------
** Not applicable.
*** If applicable, will be filed as an exhibit to the Pre-Effective Amendment
to Registrant's registration statement for the Policies on Form S-6.
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<PAGE> 33
(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.
33
<PAGE> 34
SIGNATURE
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 Atlanta and the State of
Georgia on the 29th day of October, 1999.
[Seal]
CANADA LIFE OF AMERICA VARIABLE LIFE ACCOUNT 1
----------------------------------------------
(Name of Registrant)
By: CANADA LIFE INSURANCE COMPANY OF AMERICA
----------------------------------------
(Name of Depositor)
By: /s/ RON BEETTAM
----------------------------------------
Typed Name: R.E. Beettam
President
Attest: /s/ REBECCA SAFERSTEIN
----------------------------------
Typed Name: Rebecca Saferstein
------------------------------
Title: Regulatory Filings Specialist
