Form SEC2125 N-4

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by submitting the information required by this form to the SEC in electronic format online at https://www.edgarfiling.sec.gov.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

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3235-0318
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _______
Post-Effective Amendment No. _______
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ____
(Check appropriate box or boxes.)

_______________________________________________________________________________________________________________
(Exact Name of Registrant)
_______________________________________________________________________________________________________________
(Name of Depositor)
_______________________________________________________________________________________________________________
(Address of Depositor’s Principal Executive Offices)
(Zip Code)
Depositor’s Telephone Number, including Area Code ____________________________________________________________________
_______________________________________________________________________________________________________________
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering

_______________________________________________________________________

It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1).
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Title of Securities Being Registered

Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
SEC 2125 (11-09)

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Omit from the facing sheet reference to the other Act if the Registration Statement or amendment is filed under only one of the Acts.
Include the “Approximate Date of the Proposed Public Offering” and “Title of Securities Being Registered” only where securities are being
registered under the Securities Act of 1933.

GENERAL INSTRUCTIONS
A. Rule as to Use of Form N-4
Form N-4 shall be used by all separate accounts offering variable annuity contracts which are registered under the Investment Company
Act of 1940 (“1940 Act”) as unit investment trusts for: (1) an initial registration statement required by Section 8(b) of the 1940 Act [15
U.S.C. 80a-8(b)] and any amendments thereto; (2) a registration statement required under the Securities Act of 1933 (“1933 Act”) and any
amendments thereto; or (3) any combination of these 1940 Act and 1933 Act filings.
Form N-4 shall also be used to file a registration statement under the 1933 Act and any amendments thereto for variable annuity contracts
funded by separate accounts which would be required to be registered under the 1940 Act as unit investment trusts except for the exclusion
provided by Section 3(c)(11) of the 1940 Act [15 U.S.C. 80a-3(c)(11)].
B. Registration Fees
Registration fees should not be paid when filing this form. See section 24(f) of the Investment Company Act and rule 24f-2
thereunder.
C. Number of Copies
Filings of registration statements on Form N-4 shall contain the number of copies specified in Securities Act Rule 402 [17 CFR 230.402],
except that seven additional copies of the registration statement shall be furnished to the Commission, instead of the ten additional copies
required by Rule 402(b).
Filings of amendments on Form N-4 shall contain the number of copies specified in Securities Act Rule 472 [17 CFR 230.472], except
that there shall be filed with the Commission three additional copies of such amendment, two of which shall be marked to indicate clearly
and precisely, by underlining or in some other appropriate manner, the changes made in the registration statement by the amendment, instead
of the eight additional copies with at least five marked as required by Rule 472(a) [17 CFR 230.472(a)].
D. Special Terms
The following terms, when used in Form N-4, shall mean:
Registrant. The term “Registrant” means the separate account (as defined in Section 2(a)(37) of the 1940 Act [15 U.S.C. 80a-2(a)(37)]
which offers the variable annuity contracts.
Depositor. The term “depositor” means the person primarily responsible for the organization of the Registrant and the person who has
continuing functions or responsibilities with respect to the administration of the affairs of the Registrant other than the trustee or custodian.
The term includes the sponsoring insurance company that establishes and maintains the separate account. If there is more than one such person
the information called for in this Form about the depositor shall be provided for each such person.
Variable Annuity Contract. The term “variable annuity contract” means any accumulation contract or annuity contract, any portion
thereof, or any unit of interest or participation therein pursuant to which the value of the contract, either during an accumulation period or
after annuitization, or both, varies according to the investment experience of the separate account in which the contract participates. Unless
the context otherwise requires, the term refers to the variable annuity contracts being offered pursuant to the Registration Statement prepared
on this Form.
Contractowner Account. The term “contractowner account” means any account of a contractowner, participant, annuitant, or beneficiary
to which (net) purchase payments under a variable annuity contract are added and from which administrative or transaction charges may be
subtracted.
Portfolio Company. The term “portfolio company” means any company in which the Registrant invests.

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E. Applications of General Rules and Regulations
If the registration statement is being filed under both the 1933 and 1940 Acts or under only the 1933 Act, the General Rules and Regulations
under the 1933 Act, particularly Regulation C [17 CFR 230.400-497], shall apply, and compliance with them will be deemed to meet the
rules for 1940 Act Registration Statements. However, if the registration statement is being filed only under the 1940 Act, the General Rules
and Regulations under that Act, particularly Regulation 8(b) [17 CFR 270.8b-l to 8b-32], shall apply, except as noted in General Instruction
F below.
F.

Amendments

Where Form N-4 has been used to file a registration statement under both the 1933 and 1940 Acts, any amendment of that registration
statement shall be deemed to be filed under both Acts unless otherwise indicated on the facing sheet.
G. Incorporation by Reference
A Registrant may, at its discretion, incorporate all or part of the Statement of Additional Information into the prospectus, without
physically delivering the Statement of Additional Information to investors with the prospectus. But the Statement of Additional Information
must be available to the investor upon request at no charge and any information or documents incorporated by reference into the Statement
of Additional Information must be provided along with the Statement of Additional Information.
Rule 411 under the 1933 Act [17 CFR 230.411], and rules 0-4, 8b-23, 8b-24, and 8b-32 under the 1940 Act [17 CFR 270.0-4, 270.8b-23,
270.8b-24, and 270.8b-32] contain guidance on incorporating information or documents by reference into a registration statement filed on
Form N-4. In general, a Registrant may incorporate by reference, in the answer to any item of Form N-4 not required to be in the prospectus,
any information elsewhere in the registration statement or in other statements, applications, or reports filed with the Commission.
The rules on incorporation by reference under both the 1933 Act and the 1940 Act are subject to the limitations of Rule 24 of the
Commission’s Rules of Practice [17 CFR 201.24]. Since Rule 24 may be amended from time to time, Registrants are advised to review the
rule prior to incorporating by reference any document as an exhibit to a registration statement.
H. Documents Comprising the Registration Statement or Amendment

I.

1.

A registration statement or an amendment to it filed under both the 1933 and 1940 Acts, except for an amendment described in
paragraph 5 below, shall consist of the facing sheet of the Form, the cross-reference sheet required by Rule 495(a) under the 1933
Act [17 CFR 230.495(a)], Part A, Part B, Part C, required signatures, all other documents filed as a part of the registration statement,
and documents or information permitted to be incorporated by reference, whether or not required to be filed.

2.

A registration statement or an amendment to it which is filed under only the 1933 Act shall contain all the information and documents
specified in paragraph 1 of this Instruction H.

3.

A registration statement or an amendment to it which is filed under only the 1940 Act shall consist of the facing sheet of the Form, a
cross-reference sheet, responses to all items of Part A and B except Items 1, 2, 8, and 9, responses to all items of Part C except Items
21(b)(3), (9), (10), and (11), required signatures, and all other documents filed as part of the registration statement.

4.

An amendment permitted by paragraph (d)(2) of Rule 485 under the 1933 Act [17 CFR 230.485], which is filed under paragraph
(b) of that rule to change the disclosure in an amendment filed under paragraph (a), shall consist of the facing sheet of the Form,
a cross-reference sheet, responses to any items of Part A, Part B, or Part C that are amended or supplemented by the amendment,
required signatures, and all other documents filed as part of the registration statement.

SEC’s Collection of Information

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently
valid control number. Filing of this Form is mandatory. The principal purpose of this collection of information is to enable issuers to register
Variable Annuity Contracts with the Commission. Any member of the public may direct to the Commission any comments concerning the
accuracy of the burden estimate of this Form, and any suggestions for reducing this burden. This collection of information has been reviewed
by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. § 3507. The responses to the collection
of information will not be kept confidential.

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J.

Preparation of the Registration Statement or Amendment

The instructions for Form N-4 are in three parts. Part A relates to the prospectus required by Section 10(a) of the 1933 Act; Part B relates to
the Statement of Additional Information that must be provided upon request to recipients of the prospectus; Part C relates to other information
that is required to be in the registration statement.
Part A: The Prospectus
The purpose of the prospectus is to provide essential information about the Registrant in a way that will help investors decide whether to
purchase the securities being offered. The prospectus should be clear, concise, and understandable. Avoid the use of technical or legal terms,
complex language, or excessive detail.
Responses to the items of Part A should be as simple and direct as possible and include only information needed to understand the
fundamental characteristics of the Registrant. Descriptions of practices that are required by law generally should not include detailed discussions
of the law itself.
Part B: Statements of Additional Information
The items in Part B call for additional information about Registrant which is not required in the prospectus, but which may be of interest
to some investors. In addition, Part B gives Registrants an opportunity to provide information about matters that they believe may interest
investors.
Registrants should not repeat in Part B information that is in the prospectus, except where necessary to make Part B understandable.
General Instructions for Parts A and B
1. The information in the prospectus and Statement of Additional Information should be organized to make it easy to understand the
organization and operation of the Registrant and the variable annuity contracts. The information need not be in any particular order, with the
exception that Items 1, 2, 3, and 4(a) must be in numerical order in the prospectus and may not be preceded or separated by any other item.
2. The prospectus or the Statement of Additional Information may contain more information than called for by this Form, provided that the
information is not incomplete, inaccurate, or misleading and does not, because of its nature, quantity, or manner of presentation, obscure or
impede understanding of required information. Specifically, Registrants are free to include in the prospectus financial statements required to
be in the Statement of Additional Information, and may include in the Statement of Additional Information financial statements that may be
placed in Part C.
3. The statutory provisions relating to the dating of the prospectus apply equally to the dating of the Statement of Additional Information for
purposes of Rule 423 under the 1933 Act [17 CFR 230.423]. Furthermore, the Statement of Additional Information should be made available
at the same time that the prospectus becomes available for purposes of Rules 430 and 460 under the 1933 Act [17 CFR 230.430, 230.460].
4.

Instructions for charts, graphs, tables, and sales literature:
(a) A Registration Statement on this Form may include any chart, graph, or table that is not misleading; however, with the exception of
the fee table and the table of contents (required by Rule 481(c) [17 CFR 230.481(c)] under the 1933 Act), no chart, graph, or table
should precede the condensed financial information specified in Item 4(a).
(b) If “sales literature” is included in the prospectus, (1) the literature should not significantly lengthen the prospectus, and it should not
obscure essential disclosure and (2) members of the National Association of Securities Dealers, Inc. (NASD) are not relieved of the
filing and other requirements of the NASD for investment company sales literature (See Securities Act Release No. 5359, January
26, 1973 [38 FR 7220 (March 19, 1973)]).

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PART A
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Cover Page
(a) The outside cover page must contain the following information:
(i)

the Registrant’s name;

(ii)

the depositor’s name;

(iii) the types of variable annuity contracts offered by the prospectus (e.g., group, individual, single premium immediate, flexible
premium deferred);
(iv) any limitations on the class or classes of purchasers to whom the contract is being offered, in general terms;
(v)

a statement or statements that: (A) the prospectus sets forth the information about the Registrant that a prospective investor
ought to know before investing; (B) the prospectus should be kept for future reference; (C) additional information about the
Registrant has been filed with the Commission and is available upon written or oral request without charge (This statement
should explain how to obtain the Statement of Additional Information, whether any of it has been incorporated by reference
into the prospectus, and where the table of contents of the Statement of Additional Information appears in the prospectus. If
the Registrant intends to disseminate its prospectus electronically and is an electronic filer, also include the information that
the Commission maintains a web site (http://www.sec.gov) that contains the Statement of Additional Information, material
incorporated by reference, and other information regarding registrants that file electronically with the Commission.);

(vi) the date of the prospectus, and the date of the Statement of Additional Information;
(vii) the statement required by Rule 481(b)(1) under the 1933 Act [17 CFR 230.481(b)(1)];
(viii) the names of the portfolio companies;
(ix) such other information as is required by rules of the Commission or of any other governmental authority having jurisdiction
over the Registrant for the issuance of its securities.
(b) The cover page may include other information, if it does not, by its nature, quantity, or manner of presentation, impede understanding
of required information.
Item 2. Definitions
Define the special terms used in the prospectus (e.g., accumulation unit, contractowner, participant, sub-account, etc.) in a glossary. In
lieu of a glossary, Registrants may use an index of special terms that refers to the page on which each special term is defined.
Instruction:
Only special terms used throughout the prospectus must be defined or listed. If a special term, e.g., “net investment factor,” is used in only
one section of the prospectus, it may be defined there. However, all special terms used in the prospectus must be defined.
Item 3. Synopsis
(a) Include the following information, in plain English under rule 421(d) under the Securities Act [17 CFR 430.421(d)]:
The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first
table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer cash
value between investment options. State premium taxes may also be deducted.
Contractowner Transaction Expenses
Sales Load Imposed on Purchases (as a percentage of purchase payments)
Deferred Sales Load (as a percentage of purchase payments or amount surrendered, as applicable)
Surrender Fees (as a percentage of amount surrendered, if applicable)
Exchange Fee

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______%
______%
______%
______%

The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including
[portfolio company] fees and expenses.
[Annual] Contract Fee
Separate Account Annual Expenses
(as a percentage of average account value)
Mortality and Expense Risk Fees
Account Fees and Expenses
Total Separate Account Annual Expenses

______

______%
______%
______%

The next item shows the minimum and maximum total operating expenses charged by the portfolio companies that you may pay
periodically during the time that you own the contract. More detail concerning each [portfolio company’s] fees and expenses is
contained in the prospectus for each [portfolio company].
Total Annual [Portfolio Company] Operating Expenses
(expenses that are deducted from [portfolio company]
assets, including management fees, distribution
[and/or service] (12b-1) fees, and other expenses)

Minimum

_______%

Maximum

—

________%

Example
This Example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity
contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and [portfolio
company] fees and expenses.
The Example assumes that you invest $10,000 in the contract for the time periods indicated. The Example also assumes that your
investment has a 5% return each year and assumes the maximum fees and expenses of any of the [portfolio companies]. Although
your actual costs may be higher or lower, based on these assumptions, your costs would be:
(1) If you surrender your contract at the end of the applicable time period:
1 year
$_______

3 years
$_______

5 years
$_______

10 years
$_______

(2) If you annuitize at the end of the applicable time period:
1 year
$_______

3 years
$_______

5 years
$_______

10 years
$_______

5 years
$_______

10 years
$_______

(3) If you do not surrender your contract:
1 year
$_______

3 years
$_______

General Instructions
Instructions:
1. Include the narrative explanations in the order indicated. A Registrant may modify a narrative explanation if the explanation contains
comparable information to that shown.
2. Assume that the annuity contract is owned during the accumulation period for purposes of the table (including the Example). If an annuitant
would pay different fees or be subject to different expenses, disclose this in the brief narrative and provide a cross-reference to those portions
of the prospectus describing these fees.
3. A Registrant may omit captions if the Registrant does not charge the fees or expenses covered by the captions. A Registrant may modify
or add captions if the captions shown do not provide an accurate description of the Registrant’s fees and expenses.
4.

Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one percent.
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5. In the Contractowner Transaction Expenses, [Annual] Contract Fee, and Separate Account Annual Expenses tables, the Registrant must
disclose the maximum guaranteed charge, unless a specific instruction directs otherwise. The Registrant may disclose the current charge,
in addition to the maximum charge, if the disclosure of the current charge is no more prominent than, and does not obscure or impede
understanding of, the disclosure of the maximum charge. In addition, the Registrant may include in a footnote to the table a tabular, narrative,
or other presentation providing further detail regarding variations in the charge. For example, if deferred sales charges decline over time, the
Registrant may include in a footnote a presentation regarding the scheduled reductions in the deferred sales charges.
6. Provide a separate fee table (or separate column within the table) for each contract form offered by the prospectus that has different
fees. If a Registrant uses one prospectus to offer a contract in both the group and individual variable annuity contract markets, the Registrant
may a) add narrative disclosure following the fee table identifying markets where certain fees are either inapplicable or waived or lower fees
charged to contractowners in group markets, or b) provide a separate fee table for group and individual contracts.
[Annual] Contract Fee
7.

“[Annual] Contract Fee” includes any contract, account, or similar fee imposed on all contractowner accounts on any recurring basis.
Contractowner Transaction Expenses

8. “Sales Load Imposed on Purchase Payments” includes the maximum sales load imposed upon purchase payments and may include a
tabular presentation, within the larger table, of the range of such sales loads.
9. “Deferred Sales Load” includes the maximum contingent deferred sales load, expressed as a percentage of the original purchase price
or amount surrendered, and may include a tabular presentation, within the larger table, of the range of contingent deferred sales loads over
time.
10. “Surrender Fee” includes any fee charged for any surrender or partial surrender, but does not include any sales load charged upon surrender
or partial surrender.
11. “Exchange Fee” includes the maximum fee charged for any exchange or transfer of account value from the Registrant to another investment
company or from one sub-account of the Registrant to another sub-account or the insurance company’s general account. The Registrant may
include a tabular presentation of the range of exchange fees unless such a presentation would be so lengthy as to encumber the larger table,
in which case the Registrant should only provide a cross-reference to the narrative portion of the prospectus discussing the exchange fee.
12. If the Registrant (or any other party pursuant to an agreement with the Registrant) charges any other transaction fee, add another caption
describing it and list the (maximum) amount or basis on which the fee is deducted.
Separate Account Annual Expenses
13. “Mortality and Expense Risk Fees” may be listed separately on two lines in the table.
14. “Account Fees and Expenses” include all fees and expenses (except sales loads and mortality and expense risk fees) that are deducted
from separate account assets or charged to all contractowner accounts. The Registrant may subdivide the caption into no more than three
subcategories of the Registrant’s choosing, but must also include a total of all “Other Account Fees.”
Portfolio Company Annual Expenses
15. If the Registrant (or any other party pursuant to an agreement with the Registrant) imposes any other recurring charge other than annual
portfolio company total operating expenses, add another caption describing it and list the (maximum) amount or basis on which the charge
is deducted.
Total Annual [Portfolio Company] Operating Expenses
16. “Management Fees” include investment advisory fees (including any component thereof based on the performance of the portfolio
company), any other management fees payable by the portfolio company to the investment advisor or its affiliates, and administrative fees
payable to the investment adviser or its affiliates not included as “Other Expenses.”
17. (a) If a Registrant has multiple sub-accounts, it should disclose the minimum and maximum “Total Annual [Portfolio Company] Operating
Expenses” for any portfolio company. “Total Annual [Portfolio Company] Operating Expenses” include all expenses that are deducted from
a portfolio company’s assets. The amount of expenses deducted from a portfolio company’s assets are the amounts shown as expenses in the
portfolio company’s statement of operations (including increases resulting from complying with paragraph 2(g) of rule 6-07 of Regulation
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S-X [17 CFR 210.6-07]). If any Portfolio Company invests in shares of one or more Acquired Funds, “Total Annual [Portfolio Company]
Operating Expenses” for the Portfolio Company must also include fees and expenses incurred indirectly by the Portfolio Company as a result
of investment in shares of one or more Acquired Funds, calculated in accordance with Instruction 3(f) to Item 3 of Form N-1A (17 CFR
239.15A; 17 CFR 274.11A). For purposes of this paragraph, an Acquired Fund means any company in which the Portfolio Company invests
that (i) is an investment company or (ii) would be an investment company under section 3(a) of the 1940 Act (15 U.S.C. 80a-3(a)) but for the
exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (15 U.S.C. 80a-3(c)(1) and 80a-3(c)(7)).
(b) “Total Annual [Portfolio Company] Operating Expenses” do not include extraordinary expenses as determined under generally
accepted accounting principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred by any portfolio
company that would, if included, materially affect the minimum or maximum amounts shown in the table, disclose in a footnote to the table
what the minimum and maximum “Total Annual [Portfolio Company] Operating Expenses” would have been had the extraordinary expenses
been included.
18. (a) Base the percentages of “Total Annual [Portfolio Company] Operating Expenses” on amounts incurred during the most recent
fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee waiver arrangements. If
a portfolio company has a fiscal year different from that of the Registrant, base the expenses on those incurred during either the period that
corresponds to the fiscal year of the Registrant, or the most recently completed fiscal year of the portfolio company. If the Registrant or a
portfolio company has changed its fiscal year and, as a result, the most recent fiscal year is less than three months, use the fiscal year prior to
the most recent fiscal year as the basis for determining “Total Annual [Portfolio Company] Operating Expenses.”
(b) If there have been any changes in “Total Annual [Portfolio Company] Operating Expenses” that would materially affect the information
disclosed in the table:
(i)

Restate the expense information using the current fees as if they had been in effect during the previous fiscal year; and

(ii)

In a footnote to the table, disclose that the expense information in the table has been restated to reflect current fees.

(c) A change in “Total Annual [Portfolio Company] Operating Expenses” means either an increase or a decrease in expenses that occurred
during the most recent fiscal year or that is expected to occur during the current fiscal year. A change in “Total Annual [Portfolio Company]
Operating Expenses” does not include a decrease in operating expenses as a percentage of assets due to economies of scale or breakpoints in
a fee arrangement resulting from an increase in a portfolio company’s assets.
19. A Registrant may reflect minimum and maximum actual total [portfolio company] operating expenses that include expense reimbursement
or fee waiver arrangements in a footnote to the table. If the Registrant provides this disclosure, also disclose the period for which the expense
reimbursement or fee waiver arrangement is expected to continue, or whether it can be terminated at any time at the option of a portfolio
company.
20. A Registrant may include additional tables showing annual operating expenses separately for each portfolio company immediately following
the required table of “Total Annual [Portfolio Company] Operating Expenses.” The additional tables should be prepared in the format, and
in accordance with the Instructions, prescribed in Item 3 of Form N-1A [17 CFR 239.15A; 17 CFR 274.11A] for disclosing “Annual Fund
Operating Expenses.”
Example
21. For purposes of the Example in the table:
(a) Assume that the percentage amounts listed under “Separate Account Annual Expenses” remain the same in each year of the 1-, 3-, 5-,
and 10-year periods, except that an adjustment may be made to reflect reduced annual expenses resulting from completion of the amortization
of initial organization expenses;
(b) Assume deduction of the maximum percentage amount of expenses shown under “Total Annual [Portfolio Company] Operating
Expenses,” and that this amount remains the same in each year of the 1-, 3-, 5-, and 10-year periods, except that an adjustment may be made
to reflect reduced annual expenses resulting from completion of the amortization of initial organization expenses. An additional example that
assumes deduction of the minimum percentage amount of expenses shown under “Total Annual [Portfolio Company] Operating Expenses”
may also be provided, immediately following the required expense example based on maximum portfolio company expenses. In lieu of
providing the required example based on maximum portfolio company expenses, a Registrant may include separate expense examples based
on the expenses of each portfolio company;
(c) Assume the maximum sales load that may be deducted from purchase payments is deducted;
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(d) For any breakpoint in any fee, assume that the amount of the Registrant’s (and the portfolio company’s) assets remains constant as
of the level at the end of the most recently completed fiscal year;
(e) Assume no exchanges or other transactions;
(f) Reflect any [annual] contract fee by dividing the total amount of [annual] contract fees collected during the year that are attributable
to the contract offered by the prospectus by the total average net assets that are attributable to the contract offered by the prospectus. Add the
resulting percentage to “Separate Account Annual Expenses,” and assume that it remains the same in each year of the 1-, 3-, 5-, and 10-year
periods;
(g) Reflect any contingent deferred sales load by assuming a complete surrender on the last day of the year;
(h) Provide the information required in the third section of the Example only if a sales load or other fee is charged upon a complete
surrender; and
(i) Include in the Example the information provided by the caption “If you annuitize at the end of the applicable time period” only if
the Registrant charges fees upon annuitization that are different from those charged upon surrender.
22. New Registrants. For purposes of this Item, a “New Registrant” is a Registrant that does not include in Form N-4 financial statements
reporting operating results or that includes financial statements for the Registrant’s initial fiscal year reporting operating results for a period
of 6 months or less. The following Instructions apply to New Registrants:
(a) Base the percentages in “Total Annual [Portfolio Company] Operating Expenses” on payments that will be made, but include in
expenses amounts that will be incurred without reduction for expense reimbursement or fee waiver arrangements, estimating amounts of
expenses that are not established pursuant to contract. Disclose in a footnote to the table that “Total Annual [Portfolio Company] Operating
Expenses” are based, in part, on estimated amounts for the current fiscal year.
(b) A New Registrant may reflect in a footnote to the table expense reimbursement or fee waiver arrangements that are expected to
reduce the minimum and/or maximum total [portfolio company] operating expenses shown in the table. If the New Registrant provides this
disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is expected to continue, or whether it
can be terminated at any time at the option of a portfolio company.
(c) Complete only the 1- and 3-year period portions of the Example, and estimate any [annual] contract fees collected.
Item 4. Condensed Financial Information
(a) Furnish the following information for each class of accumulation units of the Registrant.
ACCUMULATION UNIT VALUES
(for an accumulation unit outstanding throughout the period)
1. accumulation unit value at beginning of period;
2. accumulation unit value at end of period;
3. number of accumulation units outstanding at the end of period.
Instructions:
1.

The above information must be provided for each class of accumulation units of the Registrant derived from contracts offered
by means of this prospectus and each class derived from contracts no longer offered for sale, but for which registrant may
continue to accept payments. Information need not be provided for any class of accumulation units of the Registrant derived
from contracts that are currently offered for sale by means of a different prospectus. Also, information need not be provided
for any class of accumulation units that is no longer offered for sale but for which Registrant may continue to accept payments,
if the information is provided in a different, but current prospectus of the Registrant.

2.

The information shall be presented in comparative columns for each of the last ten fiscal years of the Registrant (or for life of
the Registrant and its immediate predecessors, if less) but only from the later of the effective date of Registrant’s or the relevant
portfolio company’s first 1933 Act Registration Statement. In addition, the information shall be presented for the period between
the end of the latest fiscal year and the date of the latest balance sheet or statement of assets and liabilities furnished.

3.

Accumulation unit amounts shall be given at least to the nearest cent. If the computation of the offering price is extended to
tenths of a cent or more, then the amounts on the table should be given in tenths of a cent.

9

4.

Accumulation unit values should only be given for sub-accounts that fund obligations of the Registrant under variable annuity
contracts offered by means of this prospectus.

(b) If all the required financial statements of the Registrant and the depositor (see Item 23) are not in the prospectus, state, under a
separate caption, where the financial statements may be found. Briefly explain how any financial statements not in the Statement of
Additional Information may be obtained.
Item 5. General Description of Registrant, Depositor, and Portfolio Companies
Concisely discuss the organization and operation or proposed operation of the Registrant. Include the information specified below.
(a) Briefly describe each depositor, including:
(i)

its name, address, and a description of the general nature of its business;
Instruction:
The description of the depositor’s business should be short and need not list all of the businesses in which the depositor
engages or identify the jurisdictions where it does business, if a general description (e.g., “life insurance” or “reinsurance”) is
provided.

(ii)

the date and form of organization of the depositor and the name of the state or other jurisdiction under whose laws it is organized;
and

(iii) if the depositor is controlled by another person, the name of that person and the general nature of its business. (If the depositor
is subject to more than one level of control, simply give the name of the ultimate control person).
(b) Briefly describe the Registrant, including:
(i)

the date and form of organization of the Registrant and the Registrant’s classification pursuant to Section 4 of the 1940 Act [15
U.S.C. 80a-4] (i.e., a separate account and a unit investment trust);

(ii)

a statement indicating
(A) that income, gains, and losses, whether or not realized, for assets allocated to the Registrant, are, in accordance with the
applicable annuity contracts, credited to or charged against the Registrant without regard to other income, gains, or losses
of the depositor; and
(B) that the assets of the Registrant may not be charged with liabilities arising out of any other business of the depositor;
and
(C) whether the obligations under the variable annuity contracts are obligations of the depositor.

(iii) whether there are sub-accounts of the Registrant (i.e., for qualified and non-qualified contracts or for different portfolio
companies).
Instruction:
Sub-accounts that fund obligations of the Registrant under contracts that are not offered by means of this prospectus need not
be described.
(c) Briefly describe each portfolio company, including:
(i)

its name;

(ii)

its type (e.g., money market fund, bond fund, balanced fund, etc.) or a brief statement concerning its investment objectives;
and

(iii) its investment adviser.
(d) State conspicuously from whom a prospectus containing more complete information on each portfolio company may be obtained,
and that an investor should read the prospectus carefully before investing.
10

(e) Concisely discuss the rights of contractowners, annuitants, participants, or beneficiaries to instruct the Registrant on the voting of
portfolio company securities underlying their interest in the Registrant, including the manner in which votes will be allocated.
(f) Identify and state the principal business address of any person who provides significant administrative or business affairs management
services (e.g., an “Administrator,” “Sub-Administrator,” “Servicing Agent”), and briefly describe the services provided.
Instruction:
Information need not be given in response to this Item about any services described in response to Item 6(a).
Item 6. Deductions
(a) Briefly describe all deductions from purchase payments, contractowner accounts, or assets of the Registrant (e.g., sales loads,
administrative and transaction charges, risk charges, and premium taxes). Specify the amount of any such deduction as a percentage
or dollar figure (e.g., .95% of the average daily net assets or $5 per exchange). Except for the deduction for premium taxes, identify
the person who receives the amount deducted, briefly describe what is provided in consideration for the deduction, and explain the
extent to which the deduction can be modified.
Instruction:
1.

Identification of the range of current premium taxes is sufficient.

2.

If proceeds from explicit sales loads will not cover the expected costs of distributing the contracts, identify from what source
the shortfall, if any, will be paid. If any shortfall is to be made from assets from the depositor’s general account, disclose, if
applicable, that any amounts paid by the depositor may consist, among other things, of proceeds derived from mortality and
expense risk charges deducted from the account.

(b) State the sales load as a percentage of each purchase payment, if it is so calculated, and as a percentage of the net amount invested for
each breakpoint. For contracts with a deferred sales load, state the sales load as a percentage of the amount withdrawn or surrendered.
The percentages should be shown in a table.
(c) Unless set forth in response to paragraph (b), list any special purchase plans or methods established pursuant to a rule or an exemptive
order that reflect scheduled variations in, or elimination of, the sales load (e.g., group discounts, waiver of sales load upon annuitization
or attainment of a certain age, waiver of deferred sales load for a certain percentage of contract value (“free corridor”), investment of
proceeds from another policy, exchange privileges, employee benefit plans, or the terms of a merger, acquisition or exchange offer
made pursuant to a plan of reorganization); identify each class of individuals or transactions to which such plans apply; state each
different sales charge available as a percentage of the public offering price and as a percentage of the net amount invested; and state
from whom additional information may be obtained. Describe any other special purchase plans or methods established pursuant
to a rule that reflect other variations in, or elimination of, the sales load or in any administrative charge or other deductions from
purchase payments, and generally describe the basis for the variation or elimination in the sales load or other deduction (i.e., the size
of the purchaser, a prior or existing relationship with the purchaser, the purchaser’s assumption of certain administrative functions,
or other characteristics that result in differences in costs or services).
(d) State the commissions paid to dealers as a percentage of purchase payments.
(e) State that there are deductions from and expenses paid out of the assets of the portfolio companies that are described in the prospectuses
for those companies.
(f) Describe the type of operating expenses for which the Registrant is responsible. If organizational expenses of the Registrant are to
be paid out of its assets, explain how the expenses will be amortized and the period over which the amortization will occur.
Item 7. General Description of Variable Annuity Contracts
(a) Identify the person or persons (e.g., the contractowner, participant, annuitant, or beneficiary) who have material rights under the
variable annuity contracts, and the nature of those rights, (1) during the accumulation period, (2) during the annuity period, or (3)
after the death of the annuitant or contractowner.
Instruction:
The Registrant need not repeat rights that are described elsewhere in the prospectus.
(b) Briefly describe any provisions and limitations for:
11

(i)

allocation of purchase payments among sub-accounts of the Registrant;

(ii)

transfer of contract values between sub-accounts of the Registrant; and

(iii) exchanges of variable annuity contracts, including interests or participations therein.
(c) Briefly describe the changes that can be made in the variable annuity contracts or the operations of the Registrant by the Registrant
or the depositor, including:
(i)

why a change may be made (e.g., changes in applicable law or interpretations of law);

(ii)

who, if anyone, must approve any change (e.g., the contractowner or the Securities and Exchange Commission); and

(iii) who, if anyone, must be notified of any change.
Instruction:
Describe only those changes that would be material to a purchaser of the variable annuity contracts, such as a reservation of the right
to deregister the separate account under the 1940 Act. Do not describe possible non-material changes, such as changing the time of
day at which accumulation unit values are determined.
(d) Describe how contractowner inquiries should be made.
(e) (i) Describe the risks, if any, that frequent transfers of contract value among sub-accounts of the Registrant may present for other
contractowners and other persons (e.g., participants, annuitants, or beneficiaries) who have material rights under the variable
annuity contracts.
(ii)

State whether or not the Registrant or depositor has policies and procedures with respect to frequent transfers of contract value
among sub-accounts of the Registrant.

(iii) If neither the Registrant nor the depositor has any such policies and procedures, provide a statement of the specific basis for
the view of the depositor that it is appropriate for the Registrant and depositor not to have such policies and procedures.
(iv) If the Registrant or depositor has any such policies and procedures, describe those policies and procedures, including:
(A) whether or not the Registrant or depositor discourages frequent transfers of contract value among sub-accounts of the
Registrant;
(B) whether or not the Registrant or depositor accommodates frequent transfers of contract value among sub-accounts of the
Registrant; and
(C) any policies and procedures of the Registrant or depositor for deterring frequent transfers of contract value among subaccounts of the Registrant, including any restrictions imposed by the Registrant or depositor to prevent or minimize
frequent transfers. Describe each of these policies, procedures, and restrictions with specificity. Indicate whether each of
these restrictions applies uniformly in all cases or whether the restriction will not be imposed under certain circumstances,
including whether each of these restrictions applies to trades that occur through omnibus accounts at intermediaries,
such as investment advisers, broker-dealers, transfer agents, and third party administrators. Describe with specificity
the circumstances under which any restriction will not be imposed. Include a description of the following restrictions, if
applicable:
(1) any restrictions on the volume or number of transfers that may be made within a given time period;
(2) any transfer fee;
(3) any costs or administrative or other fees or charges that are imposed on persons deemed to be engaged in frequent
transfers of contract value among sub-accounts of the Registrant, together with a description of the circumstances under
which such costs, fees, or charges will be imposed;
(4) any minimum holding period that is imposed before a transfer may be made from a sub-account into another sub-account
of the Registrant;
(5) any restrictions imposed on transfer requests submitted by overnight delivery, electronically, or via facsimile or telephone;
and
12

(6) any right of the Registrant or depositor to reject, limit, delay, or impose other conditions on transfers or to terminate
or otherwise limit contracts based on a history of frequent transfers among sub-accounts, including the circumstances
under which such right will be exercised.
(v)

If applicable, include a statement, adjacent to the disclosure required by paragraphs (e)(i) through (e)(iv) of this Item, that the
Statement of Additional Information includes a description of all arrangements with any person to permit frequent transfers of
contract value among sub-accounts of the Registrant.

Item 8. Annuity Period
Briefly describe the annuity options available. The discussion should include:
(a) Material factors that determine the level of annuity benefits;
(b) The annuity commencement date (give the earliest and latest possible dates);
(c) Frequency and duration of annuity payments, and the effect of these on the level of payment;
(d) The effect of assumed investment return;
(e) Any minimum amount necessary for an annuity option and the consequences of an insufficient amount; and
(f) Rights, if any, to change annuity options or to effect a transfer of investment base after the annuity commencement date.
Instructions:
1.

Describe the choices, if any, available to a prospective annuitant, and the effect of not specifying a choice. Where an annuitant is
given a choice in assumed investment return, explain the effect of choosing a higher, as opposed to a lower, assumed investment
return.

2.

Detailed disclosure on the method of calculating annuity payments should be placed in the Statement of Additional Information,
Item 22.

Item 9. Death Benefit
Briefly describe the death benefit available under a variable annuity contract during the accumulation and the annuity periods.
Include:
(a) when the death benefit is calculated and payable and the effect of choosing a specific method of payment on calculation of the death
benefit, and
(b) the forms the benefit may take, including the effect of not choosing a payment option and the period, if any, during which payments
must begin under any annuity option.
Item 10. Purchases and Contract Value
(a) Briefly describe the procedures for purchasing a variable annuity contract. Include a concise explanation of:
(i)

the minimum initial and subsequent purchase payments required and any limitations on the amount of purchase payments that
will be accepted (if there are separate limits for each sub-account, state these limits);

(ii)

a statement of when initial and subsequent purchase payments are credited;

(iii) the way in which purchase payments are credited, including: (A) an explanation that purchase payments are credited on the
basis of accumulation unit value; (B) how accumulation unit value is determined; and (C) how the number of accumulation
units credited to a contract is determined.
(b) Explain that investment performance of the portfolio company, expenses, and deduction of certain charges affect accumulation unit
value.
(c) Describe when calculations of accumulation unit value are made and that purchase payments are credited to a contract on the basis
of accumulation unit value next determined after receipt of a purchase payment.
(d) Identify each principal underwriter (other than the depositor) of the variable annuity contracts and state its principal business address.
If the principal underwriter is affiliated with the Registrant, the depositor, or any affiliated person of the Registrant or the depositor,
identify how they are affiliated (e.g., the principal underwriter is controlled by the depositor).

13

Item 11. Redemptions
(a) Briefly describe how a contractowner or annuitant (if the annuity option chosen by the annuitant is not based on a life contingency)
can redeem a variable annuity contract, including how the proceeds are calculated and when they are payable.
(b) If the Registrant offers the variable annuity contracts in connection with the Texas Optional Retirement Program, describe the
restrictions on redemption that apply.
Instruction:
Registrants can satisfy this Item by describing the applicable restrictions on redemption on a supplement attached to prospectuses
delivered to participants in the Texas Optional Retirement Program.
(c) If a request for redemption may not be honored for a period of time after a contractowner’s investment, describe briefly.
(d) Briefly describe any provision for lapse or involuntary redemptions under the contract and the reasons for it, such as the size of the
account or infrequency of purchase payments.
(e) Briefly describe any revocation rights (e.g., “ten-day free look” provisions).
Item 12. Taxes
(a) Briefly describe the tax consequences to investors of an investment in the variable annuity contracts being offered.
Instruction:
This disclosure need not include detailed description of applicable law. The discussion should include the taxation of annuity payments,
death proceeds, periodic and nonperiodic withdrawals, pledges and assignments of the contract (if permitted), and any other method
by which taxable income may be received by the investor under the variable annuity contract, as well as the tax benefits accorded
annuities during the accumulation period. If the tax consequences vary depending on the use of the variable annuity contract (i.e.,
to fund an individual retirement annuity or corporate plan), the variations should be briefly described.
(b) Identify the types of qualified plans for which the variable annuity contracts are intended to be used.
Instructions:
1.

Identify the types of persons who may use the plans (e.g., corporations, self-employed individuals) and disclose, if applicable,
that the terms of the plan may limit the rights otherwise available under the contracts.

2.

Do not describe the Internal Revenue Code requirements for qualifications of plans or the non-annuity tax consequences of
qualification (e.g., the effect on employer taxation).

(c) Briefly describe the impact, if any, of taxation on the determination of account or sub-account values.
Item 13. Legal Proceedings
Briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the
Registrant, any subsidiary of the Registrant, or the Registrant’s principal underwriter or depositor is a party. Include the name of the court
where the case is pending, the date filed, and the principal parties. Include similar information for any proceedings instituted by governmental
authorities.
Instruction:
Legal proceedings are material only to the extent that they are likely to have a material adverse effect upon: (1) the ability of the principal
underwriter to perform its contract with the Registrant or of the depositor to meet its obligations under the variable annuity contracts; or (2)
the Registrant.
Item 14. Table of Contents of the Statement of Additional Information
List the contents of the Statement of Additional Information.

14

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15. Cover Page
(a) The outside cover page must contain the following information:
(i) the Registrant’s name;
(ii) the depositor’s name;
(iii) a statement or statements (A) that the Statement of Additional Information is not a prospectus; (B) that the Statement of
Additional Information should be read with the prospectus; and (C) how a copy of the prospectus may be obtained;
(iv) the date of the Statement of Additional Information; and
(v) the date of the related prospectus and any other identifying information that the Registrant deems appropriate.
(b) The cover page may include other information, provided that it does not by its nature, quantity, or manner of presentation, impede
understanding of required information.
Item 16. Table of Contents
List the contents of the Statement of Additional Information and, where useful, provide cross-references to the prospectus.
Item 17. General Information and History
(a) If the depositor’s name was changed during the past five years, state its former name and the approximate date on which it was
changed. If, at the request of any state, sales of contracts offered by the Registrant have been suspended at any time, or if sales of
contracts offered by the depositor have been suspended during the past five years, briefly describe the reasons for and results of the
suspension.
(b) If 10 percent or more of the assets of any sub-account are not attributable to variable annuity contracts or to accumulated deductions
or reserves (e.g., initial capital contributed by the depositor), state what percentage those assets are of the total assets of the separate
account. If the depositor, or any other person controlling the assets, has any present intention of removing the assets from the subaccount, so state.
(c) If the depositor is controlled by another person that, in turn, is controlled by another person, give the name of each control person
and the nature of its business.
Item 18. Services
(a) Describe all fees, expenses, and costs of the Registrant which are to be paid by persons other than the depositor or the Registrant,
and identify such persons.
(b) Give a summary of any contract for the provision of management-related services to the Registrant that may be of interest to a
purchaser of Registrant’s securities, unless the contract is described in response to some other item of this form. Identify the parties
to the contract, and show, for the past three years, the total dollars paid and by whom.
Instructions:
1.

A contract for “management-related services” includes any agreement whereby another person agrees to keep, prepare, or file such
accounts, books, records, or other documents as the Registrant may be required to keep under federal or state law, or to provide
any similar services with respect to the daily operations of the Registrant, but does not include the following: (i) any agreement to
act as custodian or agent to administer purchases and redemptions under the contracts, or (ii) bona fide contracts for outside legal
or auditing services, or bona fide contracts for personal employment entered into in the ordinary course of business.

2.

In summarizing a management-related service contract, include: the name of the person providing the service; any direct or
indirect relationships between such person and the Registrant, its depositor, or its principal underwriter; the nature of the services
provided; and the basis of the compensation paid for the last three fiscal years.

(c) Give the name and principal business address of the Registrant’s custodian and independent public accountant and provide a general
description of the services they perform.
(d) If the assets of the Registrant are held by a person other than the depositor, a commercial bank, trust company, or depository registered
with the Commission as custodian, state the nature of the business of each such person.
(e) If an affiliated person of the Registrant or the depositor, or an affiliated person of such an affiliated person, acts as administrative
or servicing agent for the Registrant, furnish a description of the services performed by that person and the basis for remuneration.
State, for the past three years, the total dollars paid for the services, and by whom.
15

Instruction:
No disclosure need be given in response to paragraph (e) of this Item for an administrative or servicing agent who is also the
depositor.
(f) If the depositor is the principal underwriter of the variable annuity contracts, so state.
Item 19. Purchase of Securities Being Offered
(a) Describe the manner in which Registrant’s securities are offered to the public. Include a description of any special purchase plans
and any exchange privileges not described in the prospectus.
Instruction:
Address exchange privileges between sub-accounts, between the Registrant and other separate accounts, and between the Registrant
and contracts offered through the depositor’s general account.
(b) Describe the method that will be used to determine the sales load on the variable annuity contracts offered by the Registrant.
Instruction:
Explain fully any difference in the price at which variable annuity contracts are offered to members of the public, as individuals
or as groups, and the prices at which the contracts are offered for any class of transactions or to any class of individuals, including
officers, directors, members of the board of managers, or employees of the Registrant’s depositor, underwriter, portfolio company,
or investment adviser to the portfolio company.
(c) Describe any arrangements with any person to permit frequent transfers of contract value among sub-accounts of the Registrant,
including the identity of the persons permitted to engage in frequent transfers pursuant to such arrangements, and any compensation
or other consideration received by the Registrant, the depositor, or any other party pursuant to such arrangements.
Instructions:
1.

The consideration required to be disclosed by Item 19(c) includes any agreement to maintain assets in the Registrant or in other
investment companies or accounts managed or sponsored by the depositor, any investment adviser of a portfolio company, or
any affiliated person of the depositor or of any such investment adviser.

2.

If the Registrant has an arrangement to permit frequent transfers of contract value among sub-accounts of the Registrant by a
group of individuals, such as the participants in a defined contribution plan that meets the requirements for qualification under
Section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), the Registrant may identify the group rather than identifying
each individual group member.

Item 20. Underwriters
(a) If the depositor or an affiliate of the depositor is the principal underwriter of the variable annuity contracts, so state.
(b) State whether the offering is continuous.
(c) State the aggregate dollar amount of underwriting commissions paid to, and the amount retained by, the principal underwriter for
each of the last three fiscal years.
(d) If during the Registrant’s last fiscal year any payments were made by the Registrant to an underwriter of or dealer in the variable
annuity contracts that is unaffiliated with the Registrant or the depositor, other than payments made through deduction from the
purchase payments at the time of sale of the variable annuity contracts or from contract values upon redemption, give the following
information:
(i)

the name and address of the underwriter or dealer;

(ii)

the circumstances surrounding the payments;

(iii) the amount paid; and
(iv) how the amount of the payment was determined and the consideration received for it.

16

Instructions:
1.

Information need not be given about the service of mailing proxies or periodic reports of the Registrant.

2.

Information need not be given about any service for which total payments of less than $5,000 were made during each of the
last three fiscal years.

3.

Information need not be given about payments made under any contract to act as administrative or servicing agent.

4.

If the payments were made under an arrangement or policy applicable to dealers generally, simply describe the arrangement
or policy.

Item 21. Calculation of Performance Data
(a) Money Market Funded Sub-Accounts. Yield quotation(s) included in the prospectus for an account or sub-account that holds itself
out as a “money market” account or sub-account should be calculated according to paragraphs (a)(i) - (ii).
(i)

Yield Quotation. Based on the 7 days ended on the date of the most recent balance sheet of the Registrant included in the
registration statement, calculate the yield by determining the net change, exclusive of capital changes and income other than
investment income, in the value of a hypothetical pre-existing account having a balance of one accumulation unit of the account
or sub-account at the beginning of the period, subtracting a hypothetical charge reflecting deductions from contractowner
accounts, and dividing the difference by the value of the account at the beginning of the base period to obtain the base period
return, and then multiplying the base period return by (365/7) with the resulting yield figure carried to at least the nearest
hundredth of one percent.

(ii)

Effective Yield Quotation. Based on the 7 days ended on the date of the most recent balance sheet of the Registrant included in
the registration statement, calculate the effective yield, carried to at least the nearest hundredth of one percent, by determining
the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical pre-existing
account having a balance of one accumulation unit of the account or sub-account at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from contractowner accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return, and then compounding the base period return by adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula:
EFFECTIVE YIELD = [(BASE PERIOD RETURN +1)365/7]-1.

Instructions:
1.

When calculating the yield or effective yield quotations, the calculation of net change in account value must include all
deductions that are charged to all contractowner accounts in proportion to the length of the base period. For any account fees
that vary with the size of the account, assume an account size equal to the sub-account’s mean (or median) account size.

2.

Deductions from purchase payments and sales loads assessed at the time of redemption or annuitization should not be reflected
in the computation of yield and effective yield. However, the amount or specific rate of such deductions must be disclosed.

3.

Exclude realized gains and losses from the sale of securities and unrealized appreciation and depreciation from the calculation
of yield and effective yield. Exclude income other than investment income.

4.

The Registrant may furnish separate yield quotations for individual and group contracts.

(b) Other Sub-Accounts. Performance information included in the prospectus should be calculated according to paragraphs (b)(i) – (iii).
(i)

Average Annual Total Return Quotation. For the 1-, 5-, and 10-year periods ended on the date of the most recent balance sheet
of the Registrant included in the registration statement, calculate the average annual total return by finding the average annual
compounded rates of return over the 1-, 5-, and 10-year periods that would equate the initial amount invested to the ending
redeemable value, according to the following formula:
P(1+T)n = ERV
Where:
P= a hypothetical initial payment of $1,000
T= average annual total return
n= number of years
ERV= ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods
at the end of the 1-, 5-, or 10- year periods (or fractional portion).
17

Instructions:

(ii)

1.

Assume the maximum sales load (or other charges deducted from payments) is deducted from the initial $1,000
payment.

2.

Include all recurring fees that are charged to all contractowner accounts. For any account fees that vary with the size of the
account, assume an account size equal to the sub-account’s mean (or median) account size. If recurring fees charged to
contractowner accounts are paid other than by redemption of accumulation units, they should be appropriately reflected.

3.

Determine the ending redeemable value by assuming a complete redemption at the end of the 1, 5, or 10 year periods and
the deduction of all nonrecurring charges deducted at the end of each period.

4.

If the Registrant’s registration statement has been in effect less than one, five, or ten years, the time period during which
the registration statement has been in effect should be substituted for the period stated.

5.

Carry the total return quotation to the nearest hundredth of one percent.

6.

Total return information in the prospectus need only be current to the end of the Registrant’s most recent fiscal year.

Yield Quotation. Based on a 30-day (or one month) period ended on the date of the most recent balance sheet of the Registrant
included in the registration statement, calculate yield by dividing the net investment income per accumulation unit earned
during the period by the maximum offering price per unit on the last day of the period, according to the following formula:
YIELD = 2[( a± b +1)6-1]

FG
Where:
a= net investment income earned during the period by the portfolio company attributable to shares owned by the subaccount.
b= expenses accrued for the period (net of reimbursements).
c= the average daily number of accumulation units outstanding during the period.
d= the maximum offering price per accumulation unit on the last day of the period.

Instructions:
1.

Include among the expenses accrued for the period all recurring fees that are charged to all contractowner accounts. For
any account fees that vary with the size of the account, assume an account size equal to the sub-account’s mean (or median)
account size.

2.

If a broker-dealer or an affiliate (as defined in paragraph (b) of Rule 1-02 [17 CFR 210.1-02(b) of Regulation S-X) of
the broker-dealer has, in connection with directing the portfolio company’s brokerage transactions to the broker-dealer,
provided, agreed to provide, paid for, or agreed to pay for, in whole or in part, services provided to the portfolio company
(other than brokerage and research services as these terms are defined in Section 28(e) of the Securities Exchange Act of
1934 [15 U.S.C. 78bb(e)]), add to expenses accrued for the period an estimate of additional amounts that would have been
accrued for the period if the portfolio company had paid for the services directly in an arms-length transaction.

3.

Net investment income must be calculated by the portfolio company as prescribed by Item 26(b)(4) of Form N-1A.
Note: (a-b) = net investment income in the Item 26(b)(4) equation.

4.

Disclose the amount or specific rate of any nonrecurring account or sales charges.

(iii) Non-Standardized Performance Quotation. A Registrant may calculate performance using any other historical measure of
performance (not subject to any prescribed method of computation) if the measurement reflects all elements of return.
Item 22. Annuity Payments
Describe the method for determining the amount of annuity payments if not described in the prospectus. In addition, describe how any
change in the amount of a payment after the first payment is determined.

18

Item 23. Financial Statements
(a) Provide financial statements of the Registrant.
Instruction:
The financial statements and schedules required by Regulation S-X [17 CFR 210] shall be provided in a separate section. Financial
statements of the Registrant may be limited to:
(i)

An audited balance sheet or statement of assets and liabilities as of the end of the most recent fiscal year;

(ii)

An audited statement of operations of the most recent fiscal year conforming to the requirements of Rule 6-07 of Regulation
S-X [17 CFR 210.6-07];

(iii) An audited statement of cash flows for the most recent fiscal year if necessary to comply with generally accepted accounting
principles; and
(iv) Audited statements of changes in net assets conforming to the requirements of Rule 6-09 of Regulation S-X [17 CFR 210.6-09]
for the two most recent fiscal years.
(b) Provide financial statements of the depositor.
Instructions:
1.

The financial statements and schedules of the depositor required by Regulation S-X shall be provided in a separate section
following the response to paragraph (a) of this Item. If the Insurance Company would not have to prepare financial statements
in accordance with generally accepted accounting principles except for use in this registration statement or other registration
statements filed on Forms N-3 or N-4, its financial statements may be prepared in accordance with statutory requirements.

2.

Notwithstanding Instruction 1 above, all statements and schedules required by Regulation S-X, except for the consolidated
balance sheets described in Rule 3-01 of Regulation S-X [17 CFR 210.3-01], and any notes thereto, may be omitted from Part
B and instead included in Part C of the Registration Statement.

3.

Notwithstanding Rule 3-12 of Regulation S-X [17 CFR 210.3-12], the financial statements of the depositor need not be more
current than as of the end of the most recent fiscal year of the depositor unless:
(i)

the depositor’s financial statements have never been included in an effective registration statement under the Securities
Act of 1933 of a separate account which offers variable annuity contracts or funds variable life insurance contracts; or

(ii)

the balance sheet of the depositor at the end of either of the two most recent fiscal years included in response to this Item
shows a combined capital and surplus, if a stock company, or an unassigned surplus, if a mutual company, of less than
$1,000,000; or

(iii) the balance sheet of the depositor at the end of a fiscal quarter within 135 days of the expected date of effectiveness under
the 1933 Act (or a fiscal quarter within 90 days of filing if the registration statement is filed solely under the 1940 Act) would
show a combined capital surplus, if a stock company, or an unassigned surplus, if a mutual company, of less than $1,000,000.
If two fiscal quarters end within the 135 day period, the depositor may choose either for purposes of this test.
Any interim financial statements required by this Item need not be comparative with financial statements for the same interim period of
an earlier year.

19

PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
List all financial statements and exhibits filed as part of the Registration Statement.
(a) Financial statements.
Instruction:
Designate those financial statements which are included in Part A and Part B of the Registration Statement.
(b) Exhibits:
(1)

copies of the resolution of the board of directors of the depositor authorizing the establishment of the Registrant;

(2)

copies of all agreements for custody of securities and similar investments of the Registrant, including the schedule of
remuneration;

(3)

copies of each underwriting or distribution contract between the Registrant and the principal underwriter or the depositor and
the principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers;

(4)

the form of each variable annuity contract;

(5)

the form of application used with any variable annuity contract provided in response to (4) above;

(6)

copies of the certificate of incorporation or other instrument of organization and the by-laws of the depositor;

(7)

a copy of any contract of reinsurance in connection with the variable annuity contracts being offered;

(8)

copies of all other material contracts not made in the ordinary course of business which are to be performed in whole or in part
on or after the date of filing the Registration Statement;

(9)

an opinion of counsel and consent to its use as to the legality of the securities being registered, indicating whether they will be
legally issued and will represent binding obligations of the depositor;

(10) copies of any other opinions, appraisals, or rulings, and consents of their use relied on in preparing this Registration Statement
and required by Section 7 of the 1933 Act;
(11) all financial statements omitted from Item 23; and
(12) copies of any agreements or understandings made in consideration for providing the initial capital between or among the Registrant,
the depositor, underwriter, or initial contractowners and written assurances from the depositor or initial contractowners that the
purchases were made for investment purposes without any present intention of redeeming.
Instructions:
1.

Subject to the Rules regarding incorporation by reference and Instruction 2 below, the foregoing exhibits shall be filed as part
of the Registration Statement. Exhibits numbered 3, 9, 10, and 11 above need to be filed only as part of a 1933 Act Registration
Statement. Exhibits shall be lettered or numbered for convenient reference. Exhibits incorporated by reference may bear the
designation given in a previous filing. Where exhibits are incorporated by reference, the reference shall be made in the list of
exhibits.

2.

A Registrant need not file an exhibit as part of a post-effective amendment if the exhibit has been filed in the Registrant’s initial
registration statement or in a previous post-effective amendment, unless there has been a change in the exhibit or unless the
exhibit is a copy of a consent required by Section 7 of the 1933 Act or is a financial statement omitted from Item 23.

Item 25. Directors and Officers of the Depositor
Give the following information about each director or officer of the depositor:
Name and Principal
Business Address

Positions and Offices
with Depositor

20

Instruction:
Registrants need only provide the above information for officers or directors who are engaged directly or indirectly in activities relating to the
Registrant or the variable annuity contracts offered by the Registrant, and for executive officers including the depositor’s president, secretary,
treasurer, and vice presidents who have authority to act as president in his or her absence.
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
Provide a list or diagram of all persons directly or indirectly controlled by or under common control with the depositor or Registrant
and for each such person indicate (1) if a company, the state or other sovereign power under whose laws it is organized, (2) the percentage of
voting securities owned or other basis of control by the person, if any, immediately controlling it, and (3) its principal business unless such
principal business is implicit in its name.
Instructions:
1. The list or diagram shall include the Registrant and the depositor and shall show clearly the relationships between each company
named. If a company is controlled by direct ownership of its securities by two or more persons, so indicate by appropriate cross-reference.
2. Designate: (i) subsidiaries for which separate financial statements are filed; (ii) subsidiaries included in the respective consolidated
financial statements; (iii) subsidiaries included in the respective group financial statements filed for unconsolidated subsidiaries; and (iv) other
subsidiaries, indicating briefly why statements of such subsidiaries are not filed.
Item 27. Number of Contractowners
State as of a specified date within 90 days prior to the date of filing the number of contract owners of qualified and non-qualified contracts
offered by Registrant.
Item 28. Indemnification
State the general effect of any contract, arrangements, or statute under which any underwriter or affiliated person of the Registrant is
insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any
underwriter or affiliated person for his own protection.
Instruction:
In responding to this Item the Registrant should note the requirements of Rules 461 and 484 under the 1933 Act [17 CFR 230.461, 230.484]
and Section 17 of the 1940 Act [15 U.S.C. 80a-17].
Item 29. Principal Underwriters
(a) Give the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal underwriter, depositor, sponsor, or investment adviser.
(b) Give the information required by the following table with respect to each director, officer, or partner of each principal underwriter
named in the answer to Item 10(d):
(1)
Name and Principal
Business Address

(2)
Positions and Offices
with Underwriter

Instruction:
If a principal underwriter is the depositor or an affiliate thereof, and is also an insurance company, the above information for officers or
directors need only be provided for officers or directors who are engaged directly or indirectly in activities relating to the Registrant or the
variable annuity contracts offered by the Registrant, and for executive officers, including the depositor’s or its affiliate’s president, secretary,
treasurer, and vice presidents who have authority to act as president in his or her absence.
(c) Give the following information about all commissions and other compensation received by each principal underwriter, directly or
indirectly, from the Registrant during the Registrant’s last fiscal year:
(1)
Name of Principal
Underwriter

(2)
Net Underwriting
Discounts and
Commissions

(3)
Compensation on
Redemption
21

(4)
Brokerage
Commissions

(5)

Compensation

Instructions:
1.

Show in a note, or otherwise, the nature of the services provided in return for the compensation shown in column (5).

2. Information need not be given about bona fide contracts with the Registrant or its depositor for outside legal or auditing services, or bona
fide contracts for personal employment entered into with the Registrant or its depositor in the ordinary course of business.
3. Information need not be given about any service for which total payments of less than $5,000 were made during each of the last three
fiscal years.
4. Information need not be given about payments made under any agreement whereby another person contracts with the Registrant or its
depositor to perform as custodian or administrative or servicing agent.
Item 30. Location of Accounts and Records
Give the name and address of each person who maintains physical possession of each account, book, or other document, required to be
maintained by Section 31(a) of the 1940 Act [15 U.S.C. 80a-30(a)] and the Rules under it [17 CFR 270.31a-1 to 31a-3].
Item 31. Management Services
Give a summary of any contract not discussed in Part A or Part B of this Form under which management-related services are provided
to the Registrant, showing the parties to the contract and the total dollars paid and by whom, for the last three fiscal years.
Instructions:
1.

The instructions to Item 18(b) of this Form shall also apply to this Item.

2. Information need not be given about any service for which total payments of less than $5,000 were made during each of the last three
fiscal years.
Item 32. Undertakings
Give the following undertakings in substantially this form in all initial registration statements filed under the 1933 Act:
(a) An undertaking to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than 16 months old for so long as payments under the variable
annuity contracts may be accepted;
(b) An undertaking to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to
or included in the prospectus that the applicant can remove to send for a Statement of Additional Information;
(c) An undertaking to deliver any Statement of Additional Information and any financial statements required to be made available under
this Form promptly upon written or oral request.

22

SIGNATURES
As required by (the Securities Act of 1933 and) the Investment Company Act of 1940, the Registrant (certifies that it meets the requirements
of Securities Act Rule 485(b) for effectiveness of this Registration Statement and) has caused this Registration Statement to be signed on
its behalf, in the City of __________________________, and State of __________________________ on this ________________ day of
__________________________ , ________.
______________________________________________
(Registrant)
By

______________________________________________
(Signature)
_____________________________________________
(Title)

By

______________________________________________
(Depositor)

By

______________________________________________
(Name of officer of depositor)
______________________________________________
(Title)

Instruction:
If the registration statement is being filed only under the Securities Act or under both the Securities Act and the Investment Company Act, it
should be signed by both the Registrant and its depositor. If the registration statement is being filed only under the Investment Company Act,
it should be signed only by the Registrant.
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on
the duties indicated.
_______________________________________________________________________________________________________________
(Signature)
(Title)
(Date)

23

GUIDELINES FOR FORM N-4
This release contains Guidelines prepared by the Division of Investment Management for registration statements on Form N-4 for separate
accounts organized as unit investment trusts. The Guidelines are based on Commission releases and staff interpretations. Adherence to these
Guidelines should speed the examination by the Division’s staff of registration statements on Form N-4.
The Guidelines are not rules of the Commission and, except as noted, represent only the views of the staff of the Division, not the
Commission. The Guidelines should be read with the Investment Company Act Releases cited in them. The policies stated in the Guidelines
may be changed if necessary.
TABLE OF CONTENTS
Guide 1
Guide 2
Guide 3
Guide 4
Guide 5
Guide 6
Guide 7
Guide 8
Guide 9
Guide 10
Guide 11
Guide 12

—
—
—
—
—
—
—
—
—
—
—
—

Name of Registrant
Business History
Redemption
Distribution Expenses
Financial Statements
Performance Data
The Synopsis
Administrative Charges
Deferred Sales Loads
Annuity Payments
Crediting of Contract Values
Automatic Annuity Options

Guide 1. Name of Registrant
The registrant’s name must be consistent with section 35 of the Investment Company Act of 1940 (“1940 Act”), which prohibits, among
other things, use of a name or title that may be deceptive or misleading.
In the Division’s view, the discussion in Investment Company Act Release No. 5510 (October 8, 1968) about the proprietary rights of an
investment company in its name is not applicable to separate accounts.
Guide 2. Business History
The registrant should list in the Statement of Additional Information all prior names of its depositor for the past five years. For a newly
organized insurance company, registrant should state that the company has no prior history.
Guide 3. Redemption
Section 22(e) of the 1940 Act prohibits suspension of the right of redemption or the postponement of payment upon redemption of a
redeemable security of a separate account organized as a unit investment trust, for more than seven days after the proper tender of the security
for redemption, with certain limited exceptions. The staff has taken the position, however, that redemption payments can be withheld for
more than seven days if necessary to prevent the loss or dilution of net asset value that can occur when purchase checks are dishonored.1 The
procedures for obtaining payment upon redemption shortly after purchase must be disclosed in the prospectus, as should any procedures an
investor can follow to avoid delays in redemption payments, such as use of a certified check to purchase the variable annuity contracts.
To accommodate contracts that provide for variable annuity options based on life contingencies, rules 22e-1 and 27c-1 under the 1940
Act [17 CFR 270.22e-1 and 27c-1] grant exemptions from the redemption requirements of sections 22(e) and 27(c)(1). Rule 27c-1 exempts
registered separate accounts, their depositors and underwriters from the requirement in section 27(c)(1) of the 1940 Act that a periodic payment
plan certificate be a redeemable security (and from the surrender provisions of section 27(d) of the 1940 Act) with respect to the annuity
payment period of variable annuity contracts under which payments are based on life contingencies.
If there is a synopsis in the prospectus, it should show where in the prospectus investors can find a description of redemption
procedures.2
Redemption procedures are frequently confusing to investors. Therefore, special care should be given to explaining when signature
guarantees are necessary, and who can make such guarantees.3
1

For a discussion of the conditions under which an investment company can delay redemption for more than seven days pending clearance of purchase checks, see Investment
Company Institute (Pub. avail. May 3, 1975).
2
See Guide 7: The Synopsis.
3
Investment Company Act Release No. 7220 (June 9, 1972) [37 FR 12790 (June 24, 1972)].

24

Guide 4. Distribution Expenses
Many registrants are exempted from sections 26(a)(2)(C) and 27(c)(2) of the 1940 Act to permit them to deduct a charge for the assumption
of mortality and/or expense risks from the separate account. In furtherance of requests for this exemptive relief, where proceeds from explicit
sales loads will not be sufficient to cover expected distribution costs, many registrants represent that there is a reasonable likelihood that the
separate account’s distribution financing arrangement will benefit the separate account and contractowners, among other requirements.4 These
representations should be disclosed in the Statement of Additional Information.
When special arrangements will be made to sell variable annuity contracts to customers of depository institutions, possible applicability
of the Glass-Steagall Act should be discussed in the prospectus. The legal issues raised by payments to depository institutions for their services
in this connection should be identified, and the consequences for the separate account, if these issues are resolved adversely, should also be
discussed.
Guide 5. Financial Statements
The form, content, and presentation of financial statements are prescribed by Regulation S-X [17 CFR 210]. If financial statements of
the registrant are not provided because the registrant does not have any assets, a statement to that effect should be placed before the financial
statements of the depositor.
Guide 6. Performance Data
Item 4(b) requires a brief explanation of how the registrant calculates its historical performance for purposes of advertising this data.
Algebraic equations and detailed, intricate explanations should be avoided in favor of a more general, concise description of the essential
features of the data and how it is computed. For example, a registrant advertising its money market sub-account’s yield and effective yield
might describe these two yields in the following manner:
From time to time the Account advertises its money market sub-account’s “yield” and “effective yield.” Both yield figures
are based on historical earnings and are not intended to indicate future performance. The “yield” of the sub-account refers
to the income generated by an investment in the sub-account over a seven-day period (which period will be stated in the
advertisement). This income is then “annualized.” That is, the amount of income generated by the investment during that week
is assumed to be generated each week over a 52-week period and is shown as a percentage of the investment. The “effective
yield” is calculated similarly but, when annualized, the income earned by an investment in the sub-account is assumed to be
reinvested. The “effective yield” will be slightly higher than the “yield” because of the compounding effect of this assumed
reinvestment.
For guidance in responding to Item 21, the registrant should refer to Investment Company Act Release No. 13049 (February 28, 1983)
[48 FR 10297 (March 11, 1983)]; Investment Company Act Release No. 11028 (January 28, 1980) [45 FR 7578 (February 4, 1980)]; and
Investment Company Act Release No. 11379 (September 30, 1980) [45 FR 67079 (October 9, 1980)].
Deductions should be prorated among the sub-accounts of the separate account. If the deduction is a flat fee charged to all contractowner
accounts (e.g., $25.00 per contractowner account per year), the deduction should be prorated by multiplying the flat fee by a fraction the
numerator of which is the average number of contractowner accounts that have money allocated to the sub-account and the denominator of
which is the sum of the average number of contractowner accounts that have money allocated to each of the sub-accounts for the same kind
of contract.
Where the registrant issues more than one contract form and the performance for each is materially different (due, for example, to different
sales loads, fees, or other charges), the registrant should quote the performance relating to the contract form containing the highest level of
charges or calculate and quote separate performance figures for each contract form advertised. Where the charge structure among or between
different contract forms is so different that none can be determined to possess the “highest level” of charges, performance figures for all forms
should be quoted. Where separate performance figures are quoted for different contract forms, the omitting prospectus advertisement should
clearly disclose the trade name or other appropriate identification of each form and, if relevant, the particular category of investor who may
purchase each form (e.g., groups or individuals), or type of retirement plan.
Guide 7. The Synopsis
A synopsis provided pursuant to Item 3 of Form N-4 should clearly and concisely describe the key features of the offering and the registrant.
The information in the synopsis need not be in the order or the manner described in this Guide, and it may be presented in a question-andanswer format.
The synopsis should include: (i) a cross-reference to the description in the prospectus of how to purchase the variable annuity contracts
being offered; (ii) cross-references to the descriptions in the prospectus of how a contractowner (or annuitant) may effect a redemption and
4

For a discussion of representations by applicants seeking this exemptive relief, see Investment Company Act Release No. 14190 (October 11, 1984) [49 FR 40879
(October 8, 1984)].

25

any penalty taxes that may be assessed upon redemption; (iii) the maximum percentage load that may be assessed against any given amount
redeemed or annuitized and a cross-reference to the description in the prospectus of the deductions and expenses; and (iv) either a full
description of or a cross-reference to the description in the prospectus of any “ten-day free look” or similar provisions.
The synopsis may include additional information, provided that it does not, by its nature, quantity, or manner of presentation, impede
understanding of required information.
Guide 8. Administrative Charges
The discussion of any administrative charge deducted from the value of the contractowner’s account should (1) concisely describe how
the charge is deducted in both the accumulation and annuity periods, (2) explain whether the charge is deducted at the beginning of the
contract year for the coming year or deducted at the end of the contract year for the prior year, (3) describe whether the charge is prorated for
any period (e.g., between the contract anniversary date and the date of redemption or the date of annuitization), and (4) if the administrative
charge is a percentage of assets, disclose that there is no necessary relationship between the amount of administrative charge imposed on a
given contract and the amount of expenses that may be attributable to that contract.
Any administrative charge that is deducted from contractowner accounts and is not a charge or expense of the registrant should not be
accounted for as an expense or otherwise included in the determination of net investment income of the registrant. Rather, the amount of the
administrative charges should be accounted for, and presented in financial statements of the registrant, as a reduction of ownership units.
Whether the amount of such administrative charges is separated in the registrant’s financial statements from other withdrawal or redemption
amounts that result in a reduction of ownership units depends upon individual facts.
Guide 9. Deferred Sales Loads
Item 6 of Form N-4 requires the registrant to describe any sales loads. A sales load not subject to any contingency should be described
as a deferred sales load, not a “contingent” deferred sales load. A deferred sales load does not become contingent solely because the sales
load is waived in the event of an annuitant’s death or if the registrant provides that a given percentage of contract value may be withdrawn
without imposition of sales load (a “free corridor”).
The description of any deferred sales load (contingent or not) should include how the deduction will be allocated among sub-accounts of
the Registrant; when, if ever, the sales load will be waived (for example, as part of the death benefit or upon redemptions by contractowners
who are also employees of the depositor); and the maximum amount of the sales load as a percentage of purchase payments received. See
rule 6c-8 under the 1940 Act [17 CFR 270.6c-8] which limits the amount of a deferred sales load to no more than nine percent of the purchase
payments received. If the deferred sales load varies according to the length of time a particular purchase payment has been invested, the
description should indicate whether withdrawals will be attributed to purchase payments in the order in which they were invested in the
separate account (FIFO) or in the reverse order of investment (LIFO).
The description of a deferred sales load should also explain whether, in the case of a partial redemption, the amount deducted will be a
percentage of the amount requested by the contractowner or the total amount withdrawn, and whether the sales load will be deducted from
the amount requested or the amount remaining after the contractowner has received the amount requested. For example, if the sales load is
7% and the contractowner has requested $100, the description should make plain whether:
(a) the contractowner receives $93 and the sales load is $7 for a total withdrawal of $100 (i.e., the sales load is 7% of both the amount
requested and the total withdrawal and is deducted from the amount requested);
(b) the contractowner receives $100 and the sales load is $7 for a total withdrawal of $107 (i.e., the sales load is 7% of the amount
requested and is deducted from the contract value remaining after the contractowner is paid the amount requested); or
(c) the contractowner receives $100 and the sales load is $7.53 for a total withdrawal of $107.53 (i.e., the sales load is 7% of the total
withdrawal and is deducted from the contract value remaining after the contractowner is paid the amount requested).
Additionally, if the registrant allows withdrawal of a given percentage of contract value without imposing a deferred sales load (e.g., a
10% free withdrawal each year), the description of this privilege should indicate when the contract value will be computed to determine the
amount of the permitted free withdrawal (e.g., at the beginning of the contract year or the date of the requested withdrawal).
Guide 10. Annuity Payments
Item 8 of Form N-4 requires registrants to describe in the prospectus the annuity options available under a contract and the material
factors that determine the level of annuity benefits. Registrants should discuss variables that impact the level of payments such as the age at
which payments begin, the form of annuity, the frequency of payments, annuity purchase rates, and assumed investment return. The discussion
should include any options on the form of annuity such as life annuities, term certain annuities, joint and survivor life annuities, and any other
variations. In general, responses to this item should include practical narrative disclosure. Mathematical illustrations and the mechanics of
determining annuity payments should be placed in the Statement of Additional Information, Item 22.
26

Item 8 also calls for disclosure of the effect of assumed investment return. Registrants should explain that annuity payments will vary to
reflect the investment experience of the portfolio company and that the assumed investment return is a fulcrum rate around which variable
annuity payments will fluctuate to reflect whether investment experience of the portfolio company is better or worse than the assumed investment
return. Where annuitants are given a choice in assumed investment return, registrants should explain that a higher assumed investment return
will result in a higher initial payment, a more slowly rising series of subsequent payments when actual investment performance (minus any
deductions and expenses) exceeds the assumed investment return, and a more rapid drop in subsequent payments when actual investment
performance (minus any deductions and expenses) is less than the assumed investment return.
Item 22 requires registrants to disclose in the Statement of Additional Information the method for determining the amount of annuity payments.
Registrants should disclose how the initial annuity payment is determined, and if subsequent payments differ from the first, an explanation
of how the subsequent payments are determined. Generally, registrants should explain that the amount of the initial payment is determined
by applying the value of the annuitant’s contract as of the date of annuitization (adjusted for any deductions) to the annuity purchase rate for
the annuitant’s annuity option, sex, and adjusted age. The specific time when the calculation will be made and the particular deductions that
will be made at that time also should be disclosed. Registrants should disclose that the amount of subsequent annuity payments is determined
by multiplying the number of annuity units credited to an annuitant’s account by the value of an annuity at the time of each payment where
(1) the number of annuity units credited to an annuitant’s account is determined by dividing the amount of the first annuity payment by the
value of an annuity unit at the time of that payment, and (2) the value of an annuity unit changes to reflect investment performance of the
underlying portfolio company, adjusted by a factor to neutralize the assumed investment return. Registrants should disclose any deductions
affecting the amount of annuity payments, and, where applicable, that changes in the value of an annuity unit reflect deductions of mortality
and expense risk charges.
Guide 11. Crediting of Contract Values
Item 10 of Form N-4 requires disclosure about when initial and subsequent purchase payments are credited. Section 22(c) of the 1940
Act [15 U.S.C. 80a-22(c)] and rule 22c-1 [17 CFR 270.22c-1] establish standards for crediting purchase payments for securities of registered
investment companies. However, the staff has not objected to disclosure that an initial purchase payment under a variable annuity contract
would be credited within two business days of receipt if the contract application and other necessary information were complete as received
by the office issuing the contract, and within five business days of receipt if the application and other information were incomplete when
received. Registrants following this practice must disclose it and also disclose that, if the initial purchase payment is not credited within
five business days, the purchase payment will be immediately returned unless the prospective purchaser has been informed of the delay and
specifically requests that the purchase payment not be returned.5
Additionally, registrants should disclose any special procedures for crediting initial purchase payments in the case of incomplete
applications (e.g., allocation of an initial purchase payment to the sub-account which invests in the money market fund if no sub-account has
been specified).
Guide 12. Automatic Annuity Options
Item 8 of Form N-4 calls for disclosure about annuity option choices available to a prospective annuitant and the effect of not specifying
a choice. Registrants should disclose any automatic purchase of a fixed annuity (i.e., the annuity selection that will be made by the company
if the prospective annuitant has not chosen an option.) The staff has taken the position that an automatic annuity involving a fixed pay out of
amounts that have accumulated on a variable basis is not consistent with Section 27(c)(1) of the 1940 Act [15 U.S.C. 80a-27(c)(1)]. However,
the staff does not object to an automatic fixed annuity purchase if the only options available under the variable annuity contract are fixed
annuities.
Guide 13. Fee Table
Item 3 requires inclusion of a fee table in the front of the prospectus. The amounts listed in the Example should represent
cumulative expenses. Therefore, the Registrant should aggregate any sales load or other fee deducted from payments, together
with cumulative annual expenses, and any sales load or other fee deducted upon surrender. The Registrant may compute annual
expenses by multiplying average annual assets of the hypothetical $1,000 account for each year by total annual expenses (a
percentage taken from the second part of the table). Compute the account’s average annual assets by adding the beginning account
value to the ending account value and dividing by two. Determine the ending account value by multiplying the beginning account
value by the assumed growth rate less total annual expenses (5% x X%) and adding the result to the beginning account value.
Determine the beginning account value in the first year by subtracting the maximum amount of any sales load deducted from
payments from the hypothetical $1000 payment; in each subsequent year, the beginning account value is the previous year’s ending
account value.

5

The Commission proposed codifying these standards in an amendment to rule 22c-1 under the Act. See Investment Company Act Release No. 13913 (May 1, 1984) [49
FR 19320 (May 7, 1984)].

27