SEPARATE ACCOUNT VUL-2 OF THE AMERICAN FRANKLIN LIFE INS CO
24F-2NT, 1997-02-26
Previous: SEPARATE ACCOUNT VUL-2 OF THE AMERICAN FRANKLIN LIFE INS CO, 24F-2NT, 1997-02-26
Next: MESA INC, SC 13D, 1997-02-26



<PAGE>   1


            Annual Notice of Securities Sold Pursuant to Rule 24F-2

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

            Read instructions at end of Form before preparing Form.
                             Please print or type.


- --------------------------------------------------------------------------------

1.   Name and address of issuer:  Separate Account VUL-2 of The American
     Franklin Life Insurance Company, #1 Franklin Square, Springfield, Illinois
     62713
     
- --------------------------------------------------------------------------------
     
2.   Name of each series or class of funds for which this notice is filed: 
     Units of interest in Separate Account VUL-2 issued under EquiBuilder II
     and EquiBuilder III flexible premium variable life insurance policies
     
- --------------------------------------------------------------------------------
     
3.   Investment Company Act File Number:  811-6366
     
     Securities Act File Number:  33-41838*, 33-77470
     
     *The fee is being paid on the filing for 33-41838.
     
- --------------------------------------------------------------------------------
     
4.   Last day of fiscal year for which this notice is filed: December 31, 1996
     
- --------------------------------------------------------------------------------
     
5.   Check box if this notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold
     after the close of the fiscal year but before termination of the issuer's
     24f-2 declaration:
                                                                           [ ]

- --------------------------------------------------------------------------------
                
6.   Date of termination of issuer's declaration under rule 24f-2(a)(1), if
     applicable (see Instruction A.6):  Not applicable
     
- --------------------------------------------------------------------------------
     
7.   Number and amount of securities of the same class or series which had been
     registered 

<PAGE>   2
     under the Securities Act of 1933 other than pursuant to rule 24f-2 in a
     prior fiscal year, but which remained unsold at the beginning of the
     fiscal year:  0
     
- --------------------------------------------------------------------------------

8.   Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:  0
    
- --------------------------------------------------------------------------------

9.   Number and aggregate sales price of securities sold during the fiscal
     year:  Number of Units: 312,248; Aggregate Sales Price: $48,808,508
     
- --------------------------------------------------------------------------------

10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:  Number of Units: 
     312,248; Aggregate Sales Price: $48,808,508
     
- --------------------------------------------------------------------------------

11.  Number and aggregate sale price of securities issued during the fiscal
     year in connection with dividend reinvestment plans, if applicable (see
     Instruction B.7):  Not applicable

- --------------------------------------------------------------------------------

12.  Calculation of registration fee:

     (i)      Aggregate sale price of securities sold during the fiscal year in
              reliance on rule 24f-2 (from Item 10):                $48,808,508
                                                                     ----------
     (ii)     Aggregate price of shares issued in connection with dividend
              reinvestment plans (from Item 11, if applicable):
                                                                    +
                                                                     ----------
     (iii)    Aggregate price of shares redeemed or repurchased during the 
              fiscal year (if applicable):                          -15,574,222
                                                                     ----------

     (iv)     Aggregate price of shares redeemed or repurchased and previously
              applied as a reduction to filing fees pursuant to rule 24e-2 (if
              applicable):
                                                                    +
                                                                     ----------

     (v)      Net aggregate price of securities sold and issued during the 
              fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
              less line (iii), plus line (iv)] (if applicable):
                                                                     33,234,286
                                                                     ----------

<PAGE>   3

     (vi)     Multiplier prescribed by Section 6(b) of the Securities Act of 
              1933 or other applicable law or regulation (see Instruction C.6):

                                                                    x    1/3300
                                                                     ----------

     (vii)    Fee due [line (1) or line (v) multiplied by line (vi)]:  

                                                                    $ 10,071.00*
                                                                     ==========

Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v) only if
              the form is being filed within 60 days after the close of the
              issuer's fiscal year.  See Instruction C.3.
              
     *The fee is being paid on the filing for 33-41838.

- --------------------------------------------------------------------------------

13.  Check box if fees are being remitted to the Commission's lockbox
     depository as described in section 3a of the Commission's Rules of
     Informal and Other Procedures (17 CFR 202.3a).
                                                                           [X]

     Date of mailing or wire transfer of filing fee to the Commission's lockbox
     depository: February 24, 1997
     

- --------------------------------------------------------------------------------

                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.


By (Signature and Title)*         /s/ Ross D. Friend
                                  --------------------------------------------
                                  Ross D. Friend, Senior Vice President,
                                  General Counsel and Secretary,
                                  The American Franklin Life Insurance Company


Date:  February 25, 1997


*Please print the name and title of the signing officer below the signature.

- --------------------------------------------------------------------------------


<PAGE>   1
                                 Letterhead of
                  The American Franklin Life Insurance Company
                               #1 Franklin Square
                          Springfield, Illinois  62713


                                        February 25, 1997

The American Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois  62713

Gentlemen:

As Assistant Secretary of The American Franklin Life Insurance Company (the
"Company") and Associate General Counsel of The Franklin Life Insurance
Company, I have reviewed the corporate proceedings relating to the issuance
during the year ended December 31, 1996 by Separate Account VUL-2 of The
American Franklin Life Insurance Company ("Separate Account VUL-2") of units of
interest in Separate Account VUL-2 under EquiBuilder II(TM) flexible premium
variable life insurance policies ("1996 Policies") pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended ("Rule 24f-2").  I have also
participated in the preparation by Separate Account VUL-2 of (i) Post-Effective
Amendments to Separate Account VUL-2's Registration Statement on Form S-6 under
the Securities Act of 1933, as amended, pursuant to which the 1996 Policies
were offered, and (ii) a notice pursuant to Rule 24f-2 on Form 24F-2 for the
year ended December 31, 1996 (the "Form 24F-2") with respect to the 1996
Policies.  In addition, I have examined such other documents and such questions
of law as in my judgment are necessary or appropriate for purposes of this
opinion.  Based upon the foregoing, it is my opinion that:

     1.        The Company is a stock life insurance corporation duly organized
     and validly existing under the laws of the State of Illinois and is duly 
     authorized under such laws to issue and sell life, accident and health 
     insurance, and annuity contracts.
       
     2.        Separate Account VUL-2 is a separate account of the Company
     duly created and validly existing pursuant to the laws of the State of
     Illinois.
     
     3.        The issuance and sale of the 1996 Policies were duly authorized
     by the Company, and the 1996 Policies are legal and binding obligations 
     of the Company in accordance with their terms.
                    
I hereby consent to the filing of this opinion as an exhibit to the Form 24F-2
to be filed by Separate Account VUL-2 with the Securities and Exchange
Commission.

                                       Very truly yours,

                                       /s/ Elizabeth E. Arthur

                                       Elizabeth E. Arthur
                                       Assistant Secretary


<PAGE>   1
                                 Letterhead of
                  The American Franklin Life Insurance Company
                               #1 Franklin Square
                          Springfield, Illinois  62713


                                                           February 25, 1997

The American Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois  62713

Gentlemen:

As Assistant Secretary of The American Franklin Life Insurance Company (the
"Company") and Associate General Counsel of The Franklin Life Insurance
Company, I have reviewed the corporate proceedings relating to the issuance
during the year ended December 31, 1996 by Separate Account VUL-2 of The
American Franklin Life Insurance Company ("Separate Account VUL-2") of units of
interest in Separate Account VUL-2 under EquiBuilder III(TM) flexible premium
variable life insurance policies ("1996 Policies") pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended ("Rule 24f-2").  I have also
participated in the preparation by Separate Account VUL-2 of (i) Post-Effective
Amendments to Separate Account VUL-2's Registration Statement on Form S-6 under
the Securities Act of 1933, as amended, pursuant to which the 1996 Policies
were offered, and (ii) a notice pursuant to Rule 24f-2 on Form 24F-2 for the
year ended December 31, 1996 (the "Form 24F-2") with respect to the 1996
Policies.  In addition, I have examined such other documents and such questions
of law as in my judgment are necessary or appropriate for purposes of this
opinion.  Based upon the foregoing, it is my opinion that:                    

         1.        The Company is a stock life insurance corporation duly
         organized and validly existing under the laws of the State of Illinois
         and is duly authorized under such laws to issue and sell life,
         accident and health insurance, and annuity contracts.

         2.        Separate Account VUL-2 is a separate account of the Company
         duly created and validly existing pursuant to the laws of the State of
         Illinois.

         3.        The issuance and sale of the 1996 Policies were duly
         authorized by the Company, and the 1996 Policies are legal and binding
         obligations of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Form 24F-2
to be filed by Separate Account VUL-2 with the Securities and Exchange
Commission.

                                       Very truly yours,

                                       /s/ Elizabeth E. Arthur

                                       Elizabeth E. Arthur
                                       Assistant Secretary



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission