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As filed with the Securities and Exchange Commission on December 22, 2000
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
PEOPLES BENEFIT VARIABLE LIFE ACCOUNT A
---------------------------------------
(Name of Unit Investment Trust)
PEOPLES BENEFIT LIFE INSURANCE COMPANY
--------------------------------------
(Name of Depositor)
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
-------------------------------------------
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of information
provided herein.
Page 1 of 32 Pages
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I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Peoples Benefit Variable Life Account A (the "Separate
Account")
The Separate Account has no Internal Revenue Service
employer identification number.
(b) Furnish title of each class or series of securities issued by the
trust.
The Separate Account offers a flexible premium variable
life insurance policy (the "Policy" or "Policies"). It may
be purchased as an individual life insurance 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.
Peoples Benefit Life Insurance Company ("Peoples Benefit")
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
Internal Revenue Service Employer
Identification Number: 42-0191090
3. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
Not applicable.
4. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
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Distribution of the Policies has not commenced. When
distribution commences, the principal underwriter will be
AFSG Securities Corporation ("AFSG"), 4425 North River
Blvd., NE, Cedar Rapids, Iowa 52402.
Internal Revenue Service Employer
Identification Number: 23-2421076
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Iowa
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the
trust was organized and issued or proposes to issue securities.
The Board of Directors of Peoples Benefit established
Peoples Benefit Variable Life Account A under the laws of
Iowa as a separate investment account pursuant to a
resolution dated October 6, 2000. The Separate Account is
subject to regulation by the Iowa Commissioner of
Insurance.
(b) Furnish the dates of execution and termination of any indenture
or agreement currently in effect pursuant to which the proceeds
of payments on securities issued or to be issued by the trust are
held by the custodian or trustee.
Not applicable
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Separate Account's name has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or of which the assets
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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.
There are no pending legal proceedings commenced by, or known to
be contemplated by, a governmental authority and no pending legal
proceedings, material with respect to prospective purchasers of
the Policies, to which the Separate Account, the depositor or the
principal underwriter is a party to or to which the Separate
Account's assets are subject.
II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
Holders
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies to be issued are of the registered type
insofar as the Policies are personal to the owner of the
Policies ("Owner") and the records concerning the Owner
are maintained by or on behalf of Peoples Benefit.
(b) Whether the securities are of the cumulative or distributive
type.
The Policies are of the cumulative type, providing for no
distribution of income, dividends, or capital gains. Such
amounts are not separately identifiable but are reflected
in the cash value and death benefits under a Policy at any
time.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the prospectus filed
on the same date as this Form N-8B-2 (the "Prospectus") as
part of a registration statement on Form S-6 under the
Securities Act of 1933 (the "Registration
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Statement") describing a flexible premium variable life
insurance policy, specifically, the section entitled
"Surrenders and Partial Withdrawals".
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
Incorporated herein by reference to the sections of the
Prospectus entitled "Canceling a Policy", "Policy Values -
Subaccount Value", "Transfers", "Loans", "Surrenders and
Partial Withdrawals", and "Policy Termination".
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement
with respect to lapses or defaults or defaults by security
holders in making principal payments, and with respect to
reinstatement.
Incorporated herein by reference to the section of the
Prospectus entitled "Policy Lapse 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 "The Separate Account and the
Portfolios - Voting Portfolio Shares".
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities issued by the
trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios".
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
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(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
sections entitled "Other Policy Information - Modifying
the Policy" and "The Separate Account and the Portfolios".
(i) Any other principal feature of the securities issued by the trust
or any other principal right, privilege or obligation not covered
by subdivisions (a) to (g) or by any other item in this form.
Incorporated herein by reference to the Prospectus
sections entitled "The Policy", "Premiums", "Policy
Values", "Death Benefit", and "Other Policy Information".
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of
securities comprising the portfolio of such investment company.)
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios".
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been
the underlying securities.
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Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account and the
Portfolios".
Information Concerning Load, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2)
underlying securities, (3) distributions, (4) cumulated or
reinvested distributions or income, and (5) redeemed or
liquidated assets of the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are
paid and his relationship to the trust;
(D) the nature of the services performed by such person
in consideration for such load, fee, expense or
charge.
Incorporated herein by reference to the sections of the
Prospectus entitled "Policy Summary", and "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.
See answer to Item 13(a).
(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which securities are offered for any class of
transactions to any class or group of individuals, including
officers,
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directors, or employees of the depositor, trustee, custodian or
principal underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by security
holders in connection with the trust or its securities.
(Assignment, reinstatement, replacing lost certificates, etc.)
See Item 10(e).
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or
13(d) through the sale or purchase of the trust's securities or
underlying securities or interests in underlying securities, and
describe ties or interests in underlying securities, and describe
fully the nature and extent of such profits or benefits.
Neither Peoples Benefit, AFSG nor any of their affiliates
will receive any profits or benefits not included in Item
13(a) above. Peoples Benefit will compensate certain
persons, including Peoples Benefit and AFSG agents for
services in connection with the selling and servicing of
the Policies, but such compensation will be paid from
Peoples Benefit'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
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the section of the
Prospectus entitled "The Policy -- Purchasing a Policy".
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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 sections of the
Prospectus entitled "The Policy", and "Premiums".
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the sections of the
Prospectus entitled "The Separate Account and the
Portfolios", and "Policy Values".
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
The procedures with respect to withdrawals or redemption
of security holders are described in response to Items
10(c), (d), and (i).
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
Peoples Benefit is required to process all surrender
requests as described in Item 10(c). The underlying funds
will redeem its shares upon Peoples Benefit's request in
accordance with the Investment Company Act of 1940.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
A Policy, once totally surrendered, may not be resold or
reinstated.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the
trust and state the substance of the provisions of any indenture
or agreement pertaining thereto.
Incorporated herein by reference to the sections of the
Prospectus entitled "The Separate Account", and "Policy
Values".
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(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the section of the
Prospectus entitled "The Separate Account".
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner
of handling of same.
The part of the premium placed in the Separate Account
constitutes certain reserves for benefits under the
Policy. These are actuarial reserves for future benefits
payable under the Policies.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for
each such distribution the aggregate amount and amount per share.
If distributions from sources other than current income have been
made, identify each such other source and indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made, describe
the nature thereof, the account charged and the basis of
determining the amount of such charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
Incorporated herein by reference to the section of the
Prospectus entitled "Records".
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
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(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.
Peoples Benefit acts as custodian. There are no provisions
relating to the removal or resignation of the custodian or
the failure of the custodian to perform its duties,
obligations and functions.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The Separate Account has no trustee.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and functions.
There are no provisions relating to the removal or
resignation of the depositor or the failure of the
depositor to perform its duties, obligations and
functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment of a
successor depositor and the procedure if a successor
depositor is not appointed.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Incorporated herein by reference to the section of the
Prospectus entitled "Loans".
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
See paragraph (a) of this Item.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregated amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
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Loans are available to Owners only in accordance with the
loan provisions of the Policies. Currently there are no
outstanding loans. 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 blanket bond has been issued to AEGON U.S. Holding
Corporation ("AEGON U.S.") in the amount of $10 million
covering all of the employees of AEGON U.S. and its
affiliates, including Peoples Benefit.
A Stockbrokers Blanket Bond, issued to AEGON U.S.A.
Securities, Inc. providing fidelity coverage, covers the
activities of registered representatives of AFSG to a
limit of $10 million.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of
any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
Incorporated herein by reference to the sections of the
Prospectus entitled "Other Policy Information", and
"Additional Information".
III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form or organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
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Peoples Benefit is a stock life insurance company
domiciled in Iowa. Peoples Benefit was incorporated in
1920, redomiciled under Iowa law in 1999 and is a wholly
owned indirect subsidiary of AEGON USA, Inc.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of the
trust during the period covered by the financial statements filed
herewith.
Not applicable.
(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.
Peoples Benefit is engaged in the business of issuing life
insurance policies and annuity contracts, and is licensed to do
business in the District of Columbia, Guam and all states except
New York. Peoples Benefit has filed (or will file) the Policy
described in this prospectus with insurance officials in those
jurisdictions in which the Policies are sold.
Peoples Benefit does not act as depositor for any investment
companies.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with
respect to each officer, director, or partner of the depositor,
and with respect to each natural person directly or indirectly
owning, controlling or holding with power to vote 5% or more of
the outstanding voting securities of the depositor.
(i) name and principal business address;
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(ii) nature of relationship or affiliation with depositor of
the trust;
(iii) ownership of all securities of the depositor;
(iv) other companies of which each person named above is
presently officer, director, or partner.
See answer to Item 28(b) and Item 29.
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the
depositor.
See the table below.
PEOPLES BENEFIT'S EXECUTIVE OFFICERS AND DIRECTORS
Peoples Benefit is governed by a board of directors. The following
tables set forth the name, address and principal occupation during the past five
years of each of Peoples Benefit's directors and senior officers.
BOARD OF DIRECTORS AND SENIOR OFFICERS
<TABLE>
<CAPTION>
--------------------- ------------------------ ------------------------------------------------
POSITION WITH PEOPLES
NAME BENEFIT PRINCIPAL OCCUPATION DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------------------
<S> <C> <C>
**Bart Herbert, Jr Director, Chairman of Director, Chairman of the Board, and President
the Board, and (1997- present)
President
--------------------- ------------------------ ------------------------------------------------
**Martha A. Treasurer Treasurer (1997-present) of Peoples Benefit
McConnell Life Co; Senior Vice President of Finance,
AEGON Special Markets Group (1997-present);
Vice President and Controller (1993-1997)
Monument General Insurance Group
--------------------- ------------------------ ------------------------------------------------
*Steven C. Vice President and Vice President and Corporate Actuary
Chamberlin Corporate Actuary (1999-present)
--------------------- ------------------------ ------------------------------------------------
*Craig D. Vermie Director, Vice Secretary (1997-present), General Counsel
President, Secretary (1996-present), Vice President (1995-present),
and General Counsel Assistant General Counsel, Associate General
Counsel, Corporate Counsel (respectively)
(1986-1995) - AEGON USA, Inc.
--------------------- ------------------------ ------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
--------------------- ------------------------ ------------------------------------------------
POSITION WITH PEOPLES
NAME BENEFIT PRINCIPAL OCCUPATION DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------------------
<S> <C> <C>
*Kathleen M. Vice President and Director (2000-present) and Vice President of
Modzelewski Director Peoples Benefit Life Insurance Company; Vice
President and Director of Corporate Taxes
(1999-present) AEGON USA, Inc.
--------------------- ------------------------ ------------------------------------------------
*Brenda K. Clancy Director, Vice Vice President and Controller (1992-1997);
President, Treasurer Treasurer and Senior Vice President
and Chief Financial (1997-present) of AEGON USA, Inc.
Officer
--------------------- ------------------------ ------------------------------------------------
*Larry N. Norman Director, Executive Executive Vice President and Director
Vice President (1998-present)
--------------------- ------------------------ ------------------------------------------------
**David G. Rekoski Director, Senior Vice Director (1999-present) and Senior Vice
President President
--------------------- ------------------------ ------------------------------------------------
***G. Douglas Director and Senior Director (1998-present) and Senior Vice
Magnum, Jr. Vice President President
--------------------- ------------------------ ------------------------------------------------
**Brian A. Smith Director and Vice Director (1998-present) and Vice President
President
--------------------- ------------------------ ------------------------------------------------
***Douglas A. Sarcia Director and Vice Director (1997-present) and Vice President
President
--------------------- ------------------------ ------------------------------------------------
</TABLE>
Individuals designated with "*" are located at Peoples Benefit Insurance
Company, 4333 Edgewood Road, NE, Cedar Rapids, IA 52499.
Individuals designated with "**" are located at Peoples Benefit Life Insurance
Company, 1111 North Charles, Baltimore, Maryland 21201
Individuals designated with "***" are located at Peoples Benefit Life Insurance
Company, 20 Moores Road, Frazer, PA 19355
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.
Peoples Benefit is a stock life insurance company that is a
wholly owned indirect subsidiary of AEGON USA, Inc. AEGON USA,
Inc. is a wholly owned indirect subsidiary of AEGON NV, a
Netherlands corporation that is a publicly traded
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international insurance group. Peoples Benefit's principal
office is located at 4333 Edgewood Road, NE, Cedar Rapids, IA
52499.
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
whom directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item
31(a), stating separately the aggregate amount paid by the
depositor itself and the aggregate amount paid by all the
subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable. No officer, employee, etc. affiliated with
the depositor receives additional remuneration for
services rendered with respect to the Separate Account.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
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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.
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.
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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.
Peoples Benefit intends to offer the Policies in Guam, the
District of Columbia and all states with the exception of
New York.
36. If sales of the trust's securities have at any time since January 1,
1936 been suspended for more than a month describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or
state governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was
subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
(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.
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38. (a) Furnish a general description of the method of distribution of
securities of the trust.
AFSG Securities Corporation (AFSG), is the principal
underwriter of the Policy. The Policy will be sold by
individuals who are licensed as Peoples Benefit's life
insurance agents and who are also registered
representatives of broker-dealers having written sales
agreements for the Policy with AFSG.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
Incorporated herein by reference to Part II of the
Registration Statement, specifically, exhibit number
1.A.(3)(a).
(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 1.A.(3)(b) incorporated herein by reference to
Part II of the Registration Statement.
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and
the date of organization.
AFSG is an Pennsylvania corporation located at 4425 North
River Boulevard, NE, Cedar Rapids, Iowa 52402, that is
registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a
broker-dealer.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association
of Securities Dealers, Inc.
AFSG is a member of the National Association of Securities
Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale
of securities of the trust and any
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other functions in connection therewith exercised by such
underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in any capacity with
respect to any investment company or companies other than the
trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such
activities. If a principal underwriter has ceased to act in such
named capacity, state the date of and the circumstances
surrounding such cessation.
Upon effectiveness of the registration statements for the
Policies, AFSG will act as principal underwriter of the
Policies. AFSG is registered with the Commission under the
Securities Exchange Act of 1934 as a broker-dealer and is
a member of the National Association of Securities
Dealers, Inc. AFSG also serves as principal underwriter
for other separate accounts offering variable life
policies issued by affiliates of Peoples Benefit.
(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.
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(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such year.
Not applicable. Securities of the Separate Account have
not yet been distributed by the principal underwriter or
any of its representatives.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter: (a) name and principal business address;
(b) position with principal underwriter; (c) ownership of securities of
the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method
of valuation used by the trust for purposes of determining the
offering price to the public of securities issued by the trust or
the valuation of shares or interests in the underlying securities
acquired by the holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
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(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 Company and the Fixed Account",
"The Separate Account and the Portfolios", "Policy
Values", and "Transfers".
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering
is made.
Incorporated herein by reference to the Prospectus section
entitled "Premiums".
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
See Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is
used.
See Item 44(a)(2).
(3) Whether price is as of the day of sale or as of any other
time.
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As of the day a request for surrender is received.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
See Item 44(a)(4) and 18(c).
(5) Other items which registrant deducts from the net asset value
in computing redemption value of its securities:
See Answer to Item 10(c).
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at
latest practicable date.
No policies have yet been offered for sale to the public.
Purchase and Sale of Interests in Underlying Securities from and to Security
Holders
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interests in
underlying securities from security holders who exercise redemption or
withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders. State
whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items
44 and 46. If any item of expenditure included in the determination of
the valuation is not or may not actually be incurred or expended,
explain the nature of such item and who may benefit from the
transaction.
Shares of the underlying funds are purchased at net asset value.
These shares are currently available as an investment medium for
variable annuity policies and variable life policies issued by
other unaffiliated insurance companies. The underlying funds sell
and redeem their shares at net asset value; and do not impose a
sales charge.
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V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
Not applicable.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
Not applicable.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
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(a) The name and address of the insurance company.
The name and address of the insurance company are set
forth in Item 2.
(b) The types of Policies and whether individual or group Policies.
The Policies are flexible premium variable life insurance,
which Peoples Benefit may issue on an individual basis.
(c) The types of risks insured and excluded.
See Item 10(i) and the Prospectus section titled "Risk
Summary". Peoples Benefit assumes the risk that the
deductions made for insurance risks will prove inadequate
to cover actual insurance costs. Peoples Benefit also
assumes the risk that deductions for expenses may be
inadequate to pay for the services and benefits provided
under the Policies.
(d) The coverage of the Policies.
See Paragraph (c) of this Item. The minimum specified
amount is stated in the Policy. Life insurance proceeds
will be reduced by any outstanding indebtedness and any
due and unpaid charges.
(e) The Beneficiaries of such Policies and the uses to which the
proceeds of Policies must be put.
The recipient of the benefits of the insurance
undertakings described in the Answer to Items 10(i) and
51(c) is either the Owner or the Beneficiary specified in
the Policy. There are no restrictions on the use of the
proceeds other than those established by the Owner.
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in the Answer to Item
51(c) are an integral part of the Policy and may not be
terminated while the Policy remains in effect.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See Answers to Items 13(a) and 13(d) for the amount of
charges imposed. See Items 10(c), 10(i) and 44(c) for the
manner in which the premium is determined.
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(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 Peoples Benefit receives any part of
the amounts deducted for assumption of mortality and
expense risks.
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
None.
VII.
CONTRACT OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities must
or may be eliminated from assets of the trust or must or may be
replaced by other portfolio securities. If an investment adviser
or other person is to be employed in connection with such
selection, elimination or substitution, state the name of such
person, the nature of any affiliation to the depositor, trustee
or custodian, and any principal underwriter, and the amount of
remuneration to be received for such services. If any particular
person is not designated in the indenture or agreement, describe
briefly the method of selection of such person.
See Answers to Items 10(g) and 10(h) regarding Peoples
Benefit's right to substitute any other investment for
shares of any portfolio of the underlying funds or Units
of any series of the Trust.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security
during the period covered by the financial statements filed
herewith.
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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 Answer to Items 10(g) and 10(h).
(d) Furnish a description of any Contract (exclusive of Policies
covered by paragraphs (a) and (b) herein) of the trust which is
deemed a matter of fundamental contract and which is elected to
be treated as such.
None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
Peoples Benefit is taxed as a life insurance company under
Art. I of Subchapter L of the Internal Revenue Code
("Code"). The Separate Account is treated as part of
Peoples Benefit and, accordingly, will not be taxed
separately as a "regulated investment company" under
Subchapter M of the Code.
Section 817(h) of the Code authorizes the Department of
the Treasury to set standards by regulation or otherwise
for the investments of a separate account to be
"adequately diversified" in order for a variable life
policy to be treated as a life insurance contract for
Federal tax purposes. The Separate Account, through the
underlying funds, intends to comply with
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the diversification requirements prescribed by the
Treasury in Reg. Sec. 1.817-5, which affect how an
underlying fund's assets may be invested. Peoples Benefit
believes that the underlying funds will be operated in
compliance with the requirements prescribed by the
Treasury.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention
with respect to such qualifications during the current taxable
year.
Not applicable. See Answer to Item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series
of its securities (Total number of shares, asset value per share, and
dividends paid per share for each of the last 10 fiscal years.)
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during each period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being issued
by the trust.
Not applicable.
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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 Peoples Benefit Life Insurance
Company are provided in the Registration Statement.
IX.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust
was organized or issued securities.
Incorporated herein by reference to the similarly designated
exhibit in the Registration Statement.
(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.
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(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.
Incorporated herein by reference to the similarly designated
exhibit in the Registration Statement.
(4) Any agreement between the depositor, principal underwriter and
the custodian or trustee other than indentures or agreement set
forth in paragraphs (1), (2) and (3) with respect to the Trust or
its securities.
Not applicable.
(5) The form of each type of security.
Incorporated herein by reference to the similarly designated
exhibit in the Registration Statement.
(6) The certificate of incorporation or other instrument of
organization and by-laws of the depositor.
Incorporated herein by reference to the similarly designated
exhibit in the Registration Statement.
(7) Any insurance policy between the Trust and the insurance company
or between the depositor and the insurance company, together with
the table of insurance premiums.
Not applicable.
(8) Any agreement between the Trust or the depositor concerning the
Trust with the issuer, depositor, principal underwriter or
investment adviser of any underlying investment company or any
affiliated person of such persons.
Incorporated herein by reference to the similarly designated
exhibit in the Registration Statement.
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(9) All other material policies not entered into in the ordinary
course of business of the Trust or of the depositor concerning
the Trust.
Not applicable.
(10) Form of application for a periodic payment plan certificate.
Incorporated herein by reference to the similarly designated
exhibit in the Registration Statement.
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.
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Pursuant to the requirements of the Investment Company Act of
1940, the Depositor of the Registrant has caused this Registration Statement to
be duly signed on behalf of the Registrant in the City of Cedar Rapids, and the
State of Iowa on the 14th day of December, 2000.
[Seal]
PEOPLES BENEFIT VARIABLE LIFE ACCOUNT A
---------------------------------------
(Name of Registrant)
By: PEOPLES BENEFIT LIFE INSURANCE COMPANY
--------------------------------------
(Name of depositor)
By: /s/ Craig D. Vermie
---------------------------
Typed Name: Craig D. Vermie
--------------------
Title: Director, Vice President, Secretary and General Counsel
Attest: /s/ Rosie Hannen
-----------------------
Typed Name: Rosie Hannen
-------------------
Title: Executive Assistant
32
