UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This is a reference copy of Form N-4. You may not send a completed printout of this form to the SEC to satisfy a filing obligation. 

You can only satisfy an SEC filing obligation by submitting the information required by this form to the SEC in electronic format 

online at https://www.edgarfiling.sec.gov.

OMB APPROVAL

OMB Number: 3235-0318

Expires: October 31, 2024

Estimated average burden 

hours per response .............214
SEC 2125 (1/22)

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549

 

FORM N-4 

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) of rule 485 under the Securities Act.

If appropriate, check the following box: 

 this post-effective amendment designates a new effective date for a previously-filed posteffective amendment.
SEC 2125 (1/22)

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.

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 Proposed Public Offering” only where 

securities are being registered under the Securities Act of 1933.

Form N-4 is to be used by separate accounts that are unit investment trusts that offer variable 

annuity contracts to register under the Investment Company Act of 1940 and to offer their securities under 

the Securities Act of 1933. The Commission has designed Form N-4 to provide investors with information 

that will assist them in making a decision about investing in a variable annuity contract. The Commission 

also may use the information provided on Form N-4 in its regulatory, disclosure review, inspection, and 

policy making roles.

A Registrant is required to disclose the information specified by Form N-4, and the Commission will 

make this information public. A Registrant is not required to respond to the collection of information 

contained in Form N-4 unless the Form displays a currently valid Office of Management and Budget 

(“OMB”) control number. Please direct comments concerning the accuracy of the information collection 

burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange 

Commission, 100 F Street, N.E., Washington, DC 20549. The OMB has reviewed this collection of 

information under the clearance requirements of 44 U.S.C. § 3507
iii

CONTENTS OF FORM N-4 

GENERAL INSTRUCTIONS........................................................................................................................................................................iv

A. Definitions........................................................................................................................................................................................iv

B. Filing and Use of Form N-4 ..............................................................................................................................................................v

C. Preparation of the Registration Statement....................................................................................................................................vi

D. Incorporation by Reference ............................................................................................................................................................ix

PART A - INFORMATION REQUIRED IN A PROSPECTUS ..........................................................................................................................1

Item 1. Front and Back Cover Pages ......................................................................................................................................................1

Item 2. Key Information...........................................................................................................................................................................2

Item 3. Overview of the Contract.............................................................................................................................................................7

Item 4. Fee Table .....................................................................................................................................................................................7

Item 5. Principal Risks of Investing in the Contract.............................................................................................................................11

Item 6. General Description of Registrant, Depositor, and Portfolio Companies...............................................................................11

Item 7. Charges......................................................................................................................................................................................12

Item 8. General Description of Contracts .............................................................................................................................................13

Item 9. Annuity Period ...........................................................................................................................................................................15

Item 10. Benefits Available Under the Contract...................................................................................................................................16

Item 11. Purchases and Contract Value...............................................................................................................................................17

Item 12. Surrenders and Withdrawals..................................................................................................................................................18

Item 13. Loans.......................................................................................................................................................................................18

Item 14. Taxes .......................................................................................................................................................................................19

Item 15. Legal Proceedings...................................................................................................................................................................19

Item 16. Financial Statements..............................................................................................................................................................19

Item 17. Portfolio Companies Available Under the Contract...............................................................................................................20

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION......................................................................23

Item 18. Cover Page and Table of Contents.........................................................................................................................................23

Item 19. General Information and History............................................................................................................................................23

Item 20. Non-Principal Risks of Investing in the Contract...................................................................................................................24

Item 21. Services ...................................................................................................................................................................................24

Item 22. Purchase of Securities Being Offered....................................................................................................................................25

Item 23. Underwriters............................................................................................................................................................................26

Item 24. Calculation of Performance Data...........................................................................................................................................26

Item 25. Annuity Payments ...................................................................................................................................................................29

Item 26. Financial Statements..............................................................................................................................................................29

PART C - OTHER INFORMATION..............................................................................................................................................................31

Item 27. Exhibits ....................................................................................................................................................................................31

Item 28. Directors and Officers of the Depositor.................................................................................................................................33

Item 29. Persons Controlled by or Under Common Control with the Depositor or the Registrant....................................................33

Item 30. Indemnification.......................................................................................................................................................................33

Item 31. Principal Underwriters ............................................................................................................................................................33

Item 32. Location of Accounts and Records ........................................................................................................................................34

Item 33. Management Services............................................................................................................................................................35

Item 34. Fee Representation ................................................................................................................................................................35

SIGNATURES ...........................................................................................................................................................................................36

 
iv

GENERAL INSTRUCTIONS 

A. Definitions 

References to sections and rules in this Form N-4 are to the Investment Company Act of 1940 [15 

U.S.C. 80a-1 et seq.] (the “Investment Company Act”), unless otherwise indicated. Terms used in this 

Form N-4 have the same meaning as in the Investment Company Act or the related rules, unless otherwise 

indicated. As used in this Form N-4, the terms set out below have the following meanings:

“Class” means a class of a Variable Annuity Contract that varies principally with respect to 

distribution-related fees and expenses.

“Depositor” means the person primarily responsible for the organization of the Registrant and the 

person, other than the trustee or custodian, who has continuing functions or responsibilities with respect 

to the administration of the affairs of the Registrant. “Depositor” includes the sponsoring insurance 

company that establishes and maintains the Registrant. If there is more than one Depositor, the 

information called for in this Form about the Depositor shall be provided for each Depositor.

“Investor Account” means any account of a contract owner, participant, annuitant, or beneficiary to 

which (net) purchase payments under a variable annuity contract are added and from which contract or 

transaction expenses may be subtracted.

“Platform Charge” means any fee charged by the Registrant to make a Portfolio Company available 

as an investment option under the Contract, and that varies solely on the basis of the Portfolio Company 

selected.

“Portfolio Company” means any company in which the Registrant invests and which may be 

selected as an option by the investor.

“Registrant” means the separate account (as defined in section 2(a)(37) of the Investment 

Company Act [15 U.S.C. 80a-2(a)(37)] that offers the Variable Annuity Contracts. 

“SAI” means the Statement of Additional Information required by Part B of this Form.

“Securities Act” means the Securities Act of 1933 [15 U.S.C. 77a et seq.].

“Securities Exchange Act” means the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.].

“Statutory Prospectus” means a prospectus that satisfies the requirements of section 10(a) of the 

Securities Act [15 U.S.C. 77j(a)]. 

“Summary Prospectus” has the meaning provided by paragraph (a)(11) of rule 498A under the 

Securities Act [17 CFR 230.498A(a)(11)]. 

“Variable Annuity Contract” or “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, “Variable Annuity Contract” or “Contract” refers to the Variable Annuity Contracts being offered 

pursuant to the registration statement prepared on this Form.
v

B. Filing and Use of Form N-4 

1. What is Form N-4 used for? 

Form N-4 is used by all separate accounts organized as unit investment trusts and offering Variable 

Annuity Contracts to file: 

(a) An initial registration statement under the Investment Company Act and any amendments to 

the registration statement;

(b) An initial registration statement required under the Securities Act and any amendments to 

the registration statement, including amendments required by section 10(a)(3) of the 

Securities Act [15 U.S.C. 77j(a)(3)]; or 

(c) Any combination of the filings in paragraph (a) or (b).

2. What is included in the registration statement? 

(a) For registration statements or amendments filed under both the Investment Company Act

and the Securities Act or only under the Securities Act, include the facing sheet of the Form, 

Parts A, B, and C, and the required signatures.

(b) For registration statements or amendments filed only under the Investment Company Act, 

include the facing sheet of the Form, responses to all Items of Parts A (except Items 1, 4, 5,

9, and 16), B, and C (except Items 26(c), (k), (l), and (m)), and the required signatures. 

3. What are the fees for Form N-4? 

No registration fees are required for a filing on Form N-4 to register as an investment company 

under the Investment Company Act or to register securities under the Securities Act. If a filing on 

Form N-4 is made to register securities under the Securities Act and securities are sold to the 

public, registration fees must be paid on an ongoing basis after the end of the Registrant’s fiscal 

year. See section 24(f) [15 U.S.C. 80a-24(f)] and related rule 24f-2 [17 CFR 270.24f-2].

4. What rules apply to the filing of a registration statement on Form N-4? 

(a) For registration statements and amendments filed under both the Investment Company Act 

and the Securities Act or under only the Securities Act, the general rules under the Securities 

Act, particularly the rules regarding the filing of registration statements in Regulation C [17 

CFR 230.400 – 230.498A], apply to the filing of registration statements on Form N-4. 

Specific requirements concerning investment companies appear in rules 480 - 488 and 495

- 498A of Regulation C.

(b) For registration statements and amendments filed only under the Investment Company Act, 

the general rules under the Investment Company Act, particularly the provisions in rules 8b1 – 8b-31 [17 CFR 270.8b-1 to 8b-31], apply to the filing of registration statements on Form 

N-4.

(c) The plain English requirements of rule 421(d) under the Securities Act [17 CFR 230.421(d)] 

apply to prospectus disclosure in Part A of Form N-4.

(d) Regulation S-T [17 CFR 232.10 – 232.501] applies to all filings on the Commission’s 

Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).
vi

C. Preparation of the Registration Statement 

1. Administration of the Form N-4 Requirements 

(a) The requirements of Form N-4 are intended to promote effective communication between 

the Registrant and prospective investors. A Registrant’s prospectus should clearly disclose 

the fundamental features and risks of the Variable Annuity Contracts, using concise, 

straightforward, and easy to understand language. A Registrant should use document 

design techniques that promote effective communication.

(b) The prospectus disclosure requirements in Form N-4 are intended to elicit information for an 

average or typical investor who may not be sophisticated in legal or financial matters. The 

prospectus should help investors to evaluate the risks of an investment and to decide 

whether to invest in a Variable Annuity Contract by providing a balanced disclosure of 

positive and negative factors. Disclosure in the prospectus should be designed to assist an 

investor in comparing and contrasting a Variable Annuity Contract with other Contracts.

(c) Responses to the Items in Form N-4 should be as simple and direct as reasonably possible 

and should include only as much information as is necessary to enable an average or typical 

investor to understand the particular characteristics of the Variable Annuity Contracts. The 

prospectus should avoid including lengthy legal and technical discussions and simply 

restating legal or regulatory requirements to which Contracts generally are subject. Brevity 

is especially important in describing the practices or aspects of the Registrant’s operations 

that do not differ materially from those of other separate accounts. Avoid excessive detail, 

technical or legal terminology, and complex language, including the use of formulas as the 

primary means of communicating certain terms or features of the Contract. Also avoid 

lengthy sentences and paragraphs that may make the prospectus difficult for investors to 

understand and detract from its usefulness.

(d) The requirements for prospectuses included in registration statements on Form N-4 will be 

administered by the Commission in a way that will allow variances in disclosure or 

presentation if appropriate for the circumstances involved while remaining consistent with 

the objectives of Form N-4.

2. Form N-4 is divided into three parts: 

(a) Part A. Part A includes the information required in a Registrant’s prospectus under section 

10(a) of the Securities Act. The purpose of the prospectus is to provide essential 

information about the Registrant and the Contracts in a way that will help investors to make 

informed decisions about whether to purchase the securities described in the prospectus. 

In responding to the Items in Part A, avoid cross-references to the SAI. Cross-references 

within the prospectus are most useful when their use assists investors in understanding the 

information presented and does not add complexity to the prospectus.

(b) Part B. Part B includes the information required in a Registrant’s SAI. The purpose of the 

SAI is to provide additional information about the Registrant and the Contracts that the 

Commission has concluded is not necessary or appropriate in the public interest or for the 

protection of investors to be in the prospectus, but that some investors may find useful. 

Part B affords the Registrant an opportunity to expand discussions of the matters described 

in the prospectus by including additional information that the Registrant believes may be of 

interest to some investors. The Registrant should not duplicate in the SAI information that is 

provided in the prospectus, unless necessary to make the SAI comprehensible as a 

document independent of the prospectus.
vii

(c) Part C. Part C includes other information required in a Registrant’s registration statement.

3. Additional Matters 

(a) Organization of Information. Organize the information in the prospectus and SAI to make it 

easy for investors to understand. Notwithstanding rule 421(a) under the Securities Act [17 

CFR 230.421(a)] regarding the order of information required in a prospectus, disclose the 

information required by Item 2 (Key Information), Item 3 (Overview of the Contract), and 

Item 4 (Fee Table) in numerical order at the front of the prospectus. Do not precede Items 

2, 3, and 4 with any other Item except the Cover Page (Item 1), a glossary, if any (General 

Instruction C.3.(d)), or a table of contents meeting the requirements of rule 481(c) under the 

Securities Act [17 CFR 230.481(c)]. If the discussion of the information required by Items 2

or 3 also responds to disclosure requirements in other items of the prospectus, a Registrant 

need not include additional disclosure in the prospectus that repeats the information 

disclosed in response to Items 2 and 3.

(b) Other Information. A Registrant may include, except in response to Items 2 and 3, 

information in the prospectus or the SAI that is not otherwise required so long as 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 the information 

that is required to be included. For example, Registrants are free to include in the 

prospectus financial statements required to be in the SAI, and may include in the SAI 

financial statements that may be placed in Part C. However, information regarding nonprincipal risks that is not otherwise required to be in the prospectus must be disclosed in the 

SAI and not the prospectus, in accordance with Items 5 and 20.

(c) Presentation of Information. To aid investor comprehension, Registrants are encouraged to 

use, as appropriate, question-and-answer formats, tables, side-by-side comparisons, 

captions, bullet points, numeric examples, illustrations or similar presentation methods. For 

example, such presentation methods would be appropriate when presenting disclosure for 

similar Contract features, prospectuses describing multiple Variable Annuity Contracts, or 

the operation of optional benefits or annuitization.

(d) Use of Terms. 

(i) Definitions. Define the special terms used in the prospectus (e.g., accumulation unit, 

participant, sub-account, etc.) in any presentation that clearly conveys meaning to 

investors. If the Registrant elects to include a glossary or list of definitions, only special 

terms used throughout the prospectus must be defined or listed. If a special term is 

used in only one section of the prospectus, it may be defined there (and need not be 

included in any glossary or list of definitions that the Registrant includes).

(ii) Alternate Terminology. A Registrant may use alternate terminology other than that used 

in the form so long as the terminology used by the Registrant clearly conveys the 

meaning of, or provides comparable information as, the terminology included in the 

form.

(e) Use of Form N-4 to Register Multiple Contracts

(i) A single prospectus may describe multiple Contracts that are essentially 

identical. Whether the prospectus describes Contracts that are “essentially identical” 

will depend on the facts and circumstances. For example, a Contract that does not offer 

optional benefits would not be essentially identical to one that does for a charge. 
viii

Similarly, group and individual Contracts would not be essentially identical. However, 

Contracts that vary only due to state regulatory requirements would be essentially 

identical. 

(A) Paragraph (a) of General Instruction C.3 requires Registrants to disclose the 

information required by Items 2, 3, and 4 in numerical order at the front of the 

prospectus and generally not to precede the Items with other information. As a 

general matter, Registrants providing disclosure in a single prospectus for more 

than one Contract, may depart from the requirement of paragraph (a) as necessary 

to present the required information clearly and effectively (although the order of 

information required by each Item must remain the same). For example, the 

prospectus may present all of the Item 2 information for several Contracts (e.g., by 

providing several Key Information Tables sequentially or by providing a single Key 

Information Table containing separate disclosures for each Contract to the extent 

that such disclosures would vary by Contract), followed by all of the Item 3

information for the Contracts, and followed by all of the Item 4 information for the 

Contracts. Alternatively, the prospectus may present Items 2, 3, and 4 for each of 

several Contracts sequentially. Other presentations also would be acceptable if 

they are consistent with the Form’s intent to disclose the information required by 

Items 2, 3, and 4 in a standard order at the beginning of the prospectus. 

Registrants that present Items 2, 3, and 4 for each of several Contracts 

sequentially or that utilize another presentation should consider whether investors 

might benefit from a brief explanation about how the information in the prospectus 

is presented, such as headings for each contract in the prospectus’ table of 

contents and/or a brief narrative at the beginning of the prospectus explaining the 

presentation. Registrants are encouraged to present information in a manner that 

limits repetition.

(B) The Registrant should generally include appropriate titles, headings, or any other 

information to promote clarity and facilitate understanding regarding which 

disclosures apply to which Contract, if such disclosures would vary based on the 

Contract.

(ii) Multiple prospectuses may be combined in a single registration statement on Form N-4 when 

the prospectuses describe Contracts that are substantially similar. For example, a Registrant 

could determine it is appropriate to include multiple prospectuses in a registration statement 

in the following situations: (i) the prospectuses describe the same Contract that is sold through 

different distribution channels; (ii) the prospectuses describe Contracts that differ only with 

respect to Portfolio Companies offered; or (iii) the prospectuses describe both the original and 

a modified version of the same Contract (where the “modified” version differs in the features 

or options that the Registrant offers under that Contract). 

(f) Dates. Rule 423 under the Securities Act [17 CFR 230.423] applies to the dates of the 

prospectus and the SAI. The SAI should be made available at the same time that the 

prospectus becomes available for purposes of rules 430 and 460 under the Securities Act 

[17 CFR 230.430 and 230.460].

(g) Sales Literature. A Registrant may include sales literature in the prospectus so long as the 

amount of this information does not add substantial length to the prospectus and its 

placement does not obscure essential disclosure.
ix

(h) Interactive Data File 

(i) An Interactive Data File (see rule 232.11 of Regulation S-T [17 CFR 232.11]) is required 

to be submitted to the Commission in the manner provided by rule 405 of Regulation S-T 

[17 CFR 232.405] for any registration statement or post-effective amendment thereto on 

Form N-4 that includes or amends information provided in response to Items 2, 4, 5, 10, 

or 17 with regards to Contracts that are being sold to new investors. 

(A) Except as required by paragraph (h)(i)(B), the Interactive Data File must be 

submitted as an amendment to the registration statement to which the Interactive 

Data File relates. The amendment must be submitted on or before the date the 

registration statement or post-effective amendment that contains the related 

information becomes effective.

(B) In the case of a post-effective amendment to a registration statement filed 

pursuant to paragraphs (b)(1)(i), (ii), (v), (vi), or (vii) of rule 485 under the Securities 

Act [17 CFR 230.485(b)], the Interactive Data File must be submitted either with 

the filing, or as an amendment to the registration statement to which the 

Interactive Data Filing relates that is submitted on or before the date the posteffective amendment that contains the related information becomes effective.

(ii) An Interactive Data File is required to be submitted to the Commission in the manner 

provided by rule 405 of Regulation S-T for any form of prospectus filed pursuant to 

paragraphs (c) or (e) of rule 497 under the Securities Act [17 CFR 230.497(c) or (e)] that 

includes information provided in response to Items 2, 4, 5, 10, or 17 that varies from the 

registration statement with regards to Contracts that are being sold to new investors. 

The Interactive Data File must be submitted with the filing made pursuant to rule 497.

(iii) The Interactive Data File must be submitted in accordance with the specifications in the 

EDGAR Filer Manual, and in such a manner that will permit the information for each 

Contract, and, for any information that does not relate to all of the Classes in a filing, 

each Class of the Contract to be separately identified.

(i) Website Addresses. Any website address included in an electronic version of the Statutory 

Prospectus must include an active hyperlink or other means of facilitating access that leads 

directly to the relevant website address. This requirement does not apply to an electronic

Statutory Prospectus filed on the EDGAR system.

D. Incorporation by Reference 

1. General Requirements 

All incorporation by reference must comply with the requirements of this Form and the following 

rules on incorporation by reference: rule 411 under the Securities Act [17 CFR 230.411] (general 

rules on incorporation by reference in a prospectus); rule 303 of Regulation S-T [17 CFR 232.303] 

(specific requirements for electronically filed documents); and rule 0-4 under the Investment 

Company Act [17 CFR 270.0-4] (additional rule on incorporation by reference for investment 

companies). 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.
x

2. Specific Rules for Incorporation by Reference in Form N-4: 

(a) A Registrant may not incorporate by reference into a prospectus information that Part A of 

this Form requires to be included in a prospectus, except as specifically permitted by Part A

of the Form.

(b) A Registrant may incorporate by reference any or all of the SAI into the prospectus (but not 

to provide any information required by Part A to be included in the prospectus) without 

delivering the SAI with the prospectus. 

(c) A Registrant may incorporate by reference into the SAI or its response to Part C information 

that Parts B and C require to be included in the Registrant’s registration statement.
1

 

PART A - INFORMATION REQUIRED IN A PROSPECTUS 

Item 1. Front and Back Cover Pages 

(a) Front Cover Page. Include the following information on the outside front cover page of the 

prospectus:

(1) The Registrant’s name.

(2) The Depositor’s name. 

(3) The types of Variable Annuity Contracts offered by the prospectus (e.g., group, individual, single 

premium immediate, flexible premium deferred).

(4) The name of the Contract and the Class or Classes, if any, to which the Contract relates. 

(5) The date of the prospectus.

(6) The statement required by rule 481(b)(1) under the Securities Act [17 CFR 230.481(b)(1)]. 

(7) The statement that additional information about certain investment products, including variable 

annuities, has been prepared by the Securities and Exchange Commission’s staff and is available 

at Investor.gov.

(8) If applicable, the legend: “If you are a new investor in the Contract, you may cancel your Contract

within 10 days of receiving it without paying fees or penalties. In some states, this cancellation 

period may be longer. Upon cancellation, you will receive either a full refund of the amount you 

paid with your application or your total Contract value. You should review this prospectus, or 

consult with your investment professional, for additional information about the specific 

cancellation terms that apply.”

Instruction. A Registrant may include on the front cover page any additional information, subject to the 

requirements of General Instruction C.3.(b) and (c).

(b) Back Cover Page. Include the following information on the outside back cover page of the 

prospectus:

(1) A statement that the SAI includes additional information about the Registrant. Explain that the 

SAI is available, without charge, upon request, and explain how investors may make inquiries 

about their Contracts. Provide a toll-free (or collect) telephone number for investors to call to 

request the SAI, to request other information about the Contracts, and to make investor inquiries. 

Instructions.

1. A Registrant may indicate, if applicable, that the SAI and other information are available on its 

website and/or by email request.

2. A Registrant may indicate, if applicable, that the SAI and other information are available from 

an insurance agent or financial intermediary (such as a broker-dealer or bank) through which 

the Contracts may be purchased or sold.

3. When a Registrant (or an insurance agent or financial intermediary through which Contracts 

may be purchased or sold) receives a request for the SAI, the Registrant (or insurance agent 
2

or financial intermediary) must send the SAI within 3 business days of receipt of the request, 

by first-class mail or other means designed to ensure equally prompt delivery.

(2) A statement whether and from where information is incorporated by reference into the prospectus 

as permitted by General Instruction D. Unless the information is delivered with the prospectus, 

explain that the Registrant will provide the information without charge, upon request (referring to 

the telephone number provided in response to paragraph (b)(1)). 

Instruction. The Registrant may combine the information about incorporation by reference with the 

statements required under paragraph (b)(1).

(3) A statement that reports and other information about the Registrant are available on the 

Commission’s website at http://www.sec.gov, and that copies of this information may be 

obtained, upon payment of a duplicating fee, by electronic request at the following email address: 

publicinfo@sec.gov.

(4) The EDGAR contract identifier for the Contract on the bottom of the back cover page in type size 

smaller than that generally used in the prospectus (e.g., 8-point modern type).

Item 2. Key Information 

Include the following information:

Important Information You Should Consider About the [Contract] 

FEES AND EXPENSES

Charges for Early 

Withdrawals

Transaction 

Charges 

Ongoing Fees and 

Expenses (annual 

charges)

RISKS 

Risk of Loss

Not a Short-Term 

Investment

Risks Associated 

with Investment 

Options

Insurance 

Company Risks
3

RESTRICTIONS 

Investments

Optional Benefits

TAXES 

Tax Implications

CONFLICTS OF INTEREST 

Investment 

Professional 

Compensation

Exchanges

Instructions.

1. General.

(a) Disclose the required information in the tabular presentation(s) reflected herein, in the order 

specified. A Registrant may exclude any disclosures that are not applicable, or modify any of 

the statements required to be included, so long as the modified statement contains 

comparable information. Notwithstanding this instruction and General Instruction C.3.(d)(ii), 

the title, headings, and sub-headings for this tabular presentation may not be modified or 

substituted with alternate terminology unless otherwise provided.

(b) Provide cross-references to the location in the Statutory Prospectus where the subject matter 

is described in greater detail. Cross-references in electronic versions of the Summary 

Prospectus and/or Statutory Prospectus should link directly to the location in the Statutory 

Prospectus where the subject matter is discussed in greater detail, or should provide a means 

of facilitating access to that information through equivalent methods or technologies. The 

cross-reference should be adjacent to the relevant disclosure, either within the table row, or

presented in an additional table column.

(c) All disclosures provided in response to this Item should be short and succinct, consistent with 

the limitations of a tabular presentation. 

2. Fees and Expenses.

(a) Charges for Early Withdrawals. Include a statement that if the investor withdraws money from 

the Contract within [x] years following his or her last purchase payment, he or she will be 

assessed a surrender charge. Include in this statement the maximum surrender charge (as a 

percentage of [purchase payment or amount surrendered]), and the maximum number of 

years that a surrender charge may be assessed since the last purchase payment under the 

Contract. Provide an example of the maximum surrender charge an investor could pay (in 

dollars) under the Contract assuming a $100,000 investment (e.g., “[i]f you make an early 

withdrawal, you could pay a surrender charge of up to $9,000 on a $100,000 investment.”).
4

(b) Transaction Charges. State that in addition to surrender charges (if applicable), the investor 

may also be charged for other transactions, and provide a brief narrative description of the 

types of such charges (e.g., front-end loads, charges for transferring cash value between 

investment options, charges for wire transfers, etc.). 

(c) Ongoing Fees and Expenses (annual charges). 

Include the following information, in the order specified:

(i) Minimum and Maximum Annual Fee Table.

(A) The legend: “The table below describes the fees and expenses that you may pay each 

year, depending on the options you choose. Please refer to your Contract 

specifications page for information about the specific fees you will pay each year based 

on the options you have elected.”

(B) Provide Minimum and Maximum Annual Fees in substantially the following tabular 

format, in the order specified.

(C) Explain, in a parenthetical or footnote to the table or each caption, the basis for each 

percentage (e.g., % of separate account value or benefit base, or % of net asset value). 

(D) Calculate Base Contract fees by dividing the total amount of Base Contract fees 

(including dollar-based Contract expenses) collected during the year that are 

attributable to the Contract by the total average net assets that are attributable to the 

Contract.

(E) If a Registrant offers multiple Portfolio Companies under the Contract, it should 

disclose the minimum and maximum “Annual Portfolio Company Expenses” calculated 

in accordance with Item 3 of Form N-1A [17 CFR §§ 239.15A and 274.11A] (before 

expense reimbursements or fee waiver arrangements). If the Registrant charges a 

Platform Charge to make any of the Portfolio Companies available as investment 

options under the Contract, the Registrant should include the maximum Platform 

Charge associated with each Portfolio Company when calculating minimum and 

maximum Annual Portfolio Company Expenses.

(F) The Minimum Annual Fee means the lowest current fee for each annual fee category 

(i.e., the least expensive Contract Class, the lowest Portfolio Company Total Annual 

Operating Expenses, and the least expensive optional benefit available for an 

additional charge). The Maximum Annual Fee means the highest current fee for each 

annual fee category (i.e., the most expensive Contract Class, the highest Portfolio 

Annual Fee Minimum Maximum 

Base Contract

(varies by Contract Class)

[ ]% [ ]%

Investment options

(Portfolio Company fees and 

expenses)

[ ]% [ ]%

Optional benefits available for an 

additional charge

(for a single optional benefit, if 

elected) 

[ ]% [ ]%
5

Company Total Annual Operating Expenses, and the most expensive optional benefit 

available for an additional charge).

(ii) Lowest and Highest Annual Cost Table.

(A) The legend: “Because your Contract is customizable, the choices you make affect how 

much you will pay. To help you understand the cost of owning your Contract, the 

following table shows the lowest and highest cost you could pay each year, based on 

current charges. This estimate assumes that you do not take withdrawals from the 

Contract, which could add surrender charges that substantially increase costs.”

(B) Provide Lowest and Highest Annual Costs in substantially the following tabular format, 

in the order specified. 

Lowest Annual Cost: 

$[ ] 

Highest Annual Cost: 

$[ ]

Assumes:

• Investment of $100,000

• 5% annual appreciation 

• Least expensive combination 

of Contract Classes and 

Portfolio Company fees and 

expenses

• No optional benefits

• No sales charges 

• No additional purchase 

payments, transfers or 

withdrawals

Assumes:

• Investment of $100,000

• 5% annual appreciation

• Most expensive combination 

of Contract Classes, optional 

benefits, and Portfolio 

Company fees and expenses

• No sales charges 

• No additional purchase 

payments, transfers or 

withdrawals

(C) Calculate the Lowest and Highest Annual Cost estimates in the following manner:

a. Calculate the dollar amount of fees that would be assessed based on the 

assumptions described in the table above for each of the first 10 Contract years. 

b. Total each year’s fees (discounted to the present value using a 5% annual discount 

rate) and divide by 10 to calculate the estimated dollar amounts that are required 

to be set forth in the table above.

c. Sales loads, other than ongoing sales charges, should be excluded from the Lowest 

and Highest Annual Cost estimates.

d. Amounts of any bonus payment should be excluded from the Lowest and Highest 

Annual Cost estimates.

e. Unless otherwise provided, the least and most expensive combination of Contract 

Classes, Portfolio Company fees and expenses, and optional benefits should be 

based on the disclosures provided in the Example in Item 4. If a different 

combination of Contract Classes, Annual Portfolio Company Expenses, and/or 

optional benefits would result in different Minimum or Maximum fees in different 
6

years, use the least expensive and most expensive combination of Contract 

Classes, Annual Portfolio Company Expenses, and optional benefits each year.

3. Risks.

(a) Risk of Loss. State that an investor can lose money by investing in the Contract.

(b) Not a Short-Term Investment. State that a Contract is not a short-term investment and is not 

appropriate for an investor who needs ready access to cash, accompanied by a brief 

explanation.

(c) Risks Associated with Investment Options. State that an investment in the Contract is subject 

to the risk of poor investment performance and can vary depending on the performance of the 

investment options available under the Contract (e.g., Portfolio Companies), that each 

investment option (including any fixed account investment option) will have its own unique 

risks, and that the investor should review these investment options before making an 

investment decision.

(d) Insurance Company Risks. State that an investment in the Contract is subject to the risks 

related to the Depositor, including that any obligations (including under any fixed account 

investment options), guarantees, or benefits are subject to the claims-paying ability of the 

Depositor. Further state that more information about the Depositor, including if applicable its 

financial strength ratings, is available upon request, and indicate how such requests can be 

made (e.g., via toll-free telephone number).

Instruction. A Registrant may include the Depositor’s financial strength rating(s) and omit the 

portion of the disclosures regarding the availability of the Depositor’s financial strength ratings 

specified by the last sentence of Instruction 3.(d).

4. Restrictions.

(a) Investments. State whether there are any restrictions that may limit the investments that an 

investor may choose, as well as any limitations on the transfer of Contract value among 

Portfolio Companies. If applicable, state that the insurer reserves the right to remove or 

substitute Portfolio Companies as investment options.

(b) Optional Benefits. State whether there are any restrictions or limitations relating to optional 

benefits, and/or whether an optional benefit may be modified or terminated by the Registrant. 

If applicable, state that withdrawals that exceed limits specified by the terms of an optional 

benefit may affect the availability of the benefit by reducing the benefit by an amount greater 

than the value withdrawn, and/or could terminate the benefit.

5. Taxes—Tax Implications. State that an investor should consult with a tax professional to 

determine the tax implications of an investment in and purchase payments received under the 

Contract, and that there is no additional tax benefit to the investor if the Contract is purchased 

through a tax-qualified plan or individual retirement account (IRA). Explain that withdrawals will 

be subject to ordinary income tax, and may be subject to tax penalties. 

6. Conflicts of Interest. 

(a) Investment Professional Compensation. State that some investment professionals may 

receive compensation for selling the Contract to investors, and briefly describe the basis upon 
7

which such compensation is typically paid (e.g., commissions, revenue sharing, compensation 

from affiliates and third parties). State that these investment professionals may have a 

financial incentive to offer or recommend the Contract over another investment. 

(b) Exchanges. State that some investment professionals may have a financial incentive to offer 

an investor a new contract in place of the one he or she already owns, and that an investor 

should only exchange his or her Contract if he or she determines, after comparing the 

features, fees, and risks of both contracts, that it is preferable for him or her to purchase the 

new contract rather than continue to own the existing Contract.

Instruction. A Registrant may omit these line-items if neither the Registrant nor any of its related 

companies pay financial intermediaries for the sale of the Contract or related services.

Item 3. Overview of the Contract 

Provide a concise description of the Contract including the following information:

(a) Purpose. Briefly describe the purpose(s) of the Contract (e.g., to help the investor accumulate assets 

through an investment portfolio, to provide or supplement the investor’s retirement income, to 

provide death and/or other benefits). State for whom the Contract may be appropriate (e.g., by 

discussing a representative investor’s time horizon, liquidity needs, and financial goals). 

(b) Phases of Contract. Briefly describe the accumulation (savings) phase and annuity (income) phase of 

the Contract. 

(1) This discussion should include a brief overview of the investment options available under the 

Contract (e.g., any Portfolio Companies, as well as any “fixed account” (general account)

investment options). 

Instructions. 

1. Prominently disclose that additional information about each Portfolio Company is provided in 

an appendix to the prospectus, and provide a cross-reference to the appendix.

2. A detailed explanation of the separate account, sub-accounts, Portfolio Companies, and any 

“fixed account” (general account) investment options is not necessary and should be avoided.

(2) State, if applicable, that if an investor annuitizes, he or she will receive a stream of income 

payments, however (i) he or she will be unable to make withdrawals, and (ii) death benefits and 

living benefits will terminate.

(c) Contract Features. Summarize the Contract’s primary features, including death benefits, withdrawal 

options, loan provisions, and any available optional benefits. If applicable, state that the investor will 

incur an additional fee for selecting a particular benefit.

Item 4. Fee Table 

Include the following information:

The following tables describe the fees and expenses that you will pay when buying, owning, and 

surrendering or making withdrawals from the Contract. Please refer to your Contract specifications page 

for information about the specific fees you will pay each year based on the options you have elected. 

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, 
8

surrender or make withdrawals from the Contract, or transfer Contract value between investment 

options. State premium taxes may also be deducted. 

Transaction Expenses 

 Sales Load Imposed on Purchases (as a percentage of purchase payments) __%

 Deferred Sales Load (or Surrender Charge) (as a percentage of purchase 

payments or amount surrendered, as applicable) 

__% 

 Exchange Fee __% 

 

The next table describes the fees and expenses that you will pay each year during the time that you own 

the Contract (not including Portfolio Company fees and expenses). 

If you choose to purchase an optional benefit, you will pay additional charges, as shown below. 

Annual Contract Expenses 

 Administrative Expenses $__

 Base Contract Expenses (as a percentage of average account value) __% 

 Optional Benefit Expenses (as a percentage of benefit base or other (e.g., 

average account value)) 

__% 

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. [These amounts 

also include applicable Platform Charges if you choose to invest in certain Portfolio Companies.] A 

complete list of Portfolio Companies available under the Contract, including their annual expenses, may 

be found at the back of this document. 

Annual Portfolio Company Expenses Minimum Maximum 

 (expenses that are deducted from Portfolio Company assets, 

including management fees, distribution and/or service 

(12b-1) fees, and other expenses)

__% __%

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 transaction expenses, annual 

Contract expenses, and Annual Portfolio Company Expenses. 

 

The Example assumes that you invest $100,000 in the Contract for the time periods indicated. The 

Example also assumes that your investment has a 5% return each year and assumes the most 

expensive combination of Annual Portfolio Company Expenses and optional benefits available for an 

additional charge. Although your actual costs may be higher or lower, based on these assumptions, 

your costs would be: 
9

 

If you surrender 

your Contract at 

the end of the 

applicable time 

period: 

 

1 year

$___ 

3 years

$___

5 years

$___

10 years

$___

If you annuitize 

at the end of the 

applicable time 

period: 

 

1 year

$___

3 years

$___

5 years

$___

10 years

$___

If you do not 

surrender your 

Contract: 

 1 year

$___

3 years

$___

5 years

$___

10 years

$___

 

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 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 a 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 or reserve the right to charge the 

fees or expenses covered by the captions. 

4. Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one 

percent.

5. In the Transaction Expenses and Annual Contract Expenses tables, the Registrant must disclose 

the maximum guaranteed charge, unless a specific instruction directs otherwise. If a fee is 

calculated based on a benchmark (e.g., a fee that varies according to volatility levels or Treasury 

yields), the Registrant must also disclose the maximum guaranteed charge as a single number. 

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 offered by 

the prospectus that has different fees. 

7. For a Contract with more than one Class, provide a separate response for each Class. 

Transaction Expenses
10

8. “Sales Load Imposed on Purchases” 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 (or surrender 

charge), 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.“Exchange Fee” includes the maximum fee charged for any exchange or transfer of Contract 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 crossreference to the narrative portion of the prospectus discussing the exchange fee.

11.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.

Annual Contract Expenses

12.Administrative Expenses include any Contract, account, or similar fee imposed on all Investor

Accounts on a dollar basis and charged on any recurring basis (e.g., $50 per year).

13.Base Contract Expenses include mortality and expense risk fees, and account fees and expenses. 

Account fees and expenses include all fees and expenses (except sales loads, mortality and 

expense risk fees, and optional benefits expenses) that are deducted from separate account 

assets or charged to all Investor Accounts on a percentage basis. 

14.Optional Benefits Expenses include any optional features (e.g., enhanced death benefits and 

living benefits) offered under the Contract for an additional charge.

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 Expenses), add another caption 

describing it and list the (maximum) amount or basis on which the charge is deducted.

Annual Portfolio Company Expenses

16.If a Registrant offers multiple Portfolio Companies, it should disclose the minimum and maximum 

“Annual Portfolio Company Expenses” for any Portfolio Company calculated in accordance with 

Item 3 of Form N-1A [17 CFR §§ 239.15A and 274.11A (before expense reimbursements or fee 

waiver arrangements). If the Registrant charges a Platform Charge to make any of the Portfolio 

Companies available as investment options under the Contract, the Registrant should include the 

maximum Platform Charge associated with each Portfolio Company when calculating minimum

and maximum Annual Portfolio Company Expenses.

17.A Registrant may also reflect, in an additional line-item to the range of Annual Portfolio Company 

Expenses, minimum and maximum Annual Portfolio Company Expenses calculated in accordance 

with Item 3 of Form N-1A that include expense reimbursements or fee waiver arrangements that 

are in place and reflected in the Portfolio Company’s registration statement pursuant to Item 3 of 

Form N-1A. If the Registrant provides this disclosure, also disclose the period for which the 

expense reimbursements or fee waiver arrangement is expected to continue, and, if applicable, 

that it can be terminated at any time at the option of a Portfolio Company. If the Registrant 
11

charges a Platform Charge to make any of the Portfolio Companies available as investment 

options under the Contract, the Registrant should include the current Platform Charge associated 

with each Portfolio Company when calculating minimum and maximum Annual Portfolio Company 

Expenses that include expense reimbursements or fee waiver arrangements.

Example

18.For purposes of the Example(s) in the table, provide the following for each Contract Class:

(a) Assume that the percentage amounts listed under “Annual Contract Expenses” remain the 

same in each year of the 1-, 3-, 5-, and 10-year periods;

(b) The most expensive combination of Contract features must be shown first. Additional 

expense presentations are permitted, but not required;

(c) Assume the maximum sales load that may be deducted from purchase payments is deducted;

(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 Contract expenses by dividing the total amount of Contract expenses (including 

dollar-based Contract expenses) collected during the year that are attributable to the Contract

by the total average net assets that are attributable to the Contract. Add the resulting 

percentage to Base Contract expenses and assume that it remains the same in each year of 

the 1-, 3-, 5-, and 10-year periods;

(g) Reflect any deferred sales load (or surrender charge) by assuming a complete surrender on 

the last day of the year;

(h) Provide the information required in the second section of the Example only if the Registrant 

charges fees upon annuitization that are different from those charged upon surrender; and

(i) 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.

Item 5. Principal Risks of Investing in the Contract 

Summarize the principal risks of purchasing a Contract, including the risks of poor investment 

performance, that Contracts are unsuitable as short-term savings vehicles, limitations on access to cash 

value through withdrawals, and the possibility of adverse tax consequences.

Item 6. 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) Depositor. Provide the name and address of the Depositor.

(b) Registrant. Briefly describe the Registrant. Include a statement indicating that:

(1) income, gains, and losses credited to, or charged against, the Registrant reflect the Registrant’s 

own investment experience and not the investment experience of the Depositor’s other assets;
12

(2) the assets of the Registrant may not be used to pay any liabilities of the Depositor other than 

those arising from the Contracts; and

(3) the Depositor is obligated to pay all amounts promised to investors under the Contracts.

(c) Portfolio Companies. State that information regarding 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, (iii) its investment adviser and any sub-investment adviser, (iv) current 

expenses, and (v) performance is available in the appendix to the prospectus, and provide crossreferences. State that each Portfolio Company has issued a prospectus that contains more detailed 

information about the Portfolio Company, and provide instructions regarding how investors may 

obtain paper or electronic copies. 

(d) Voting. Concisely discuss the rights of investors to instruct the Depositor on the voting of shares of 

the Portfolio Companies, including the manner in which votes will be allocated. 

Item 7. Charges 

(a) Description. Briefly describe all current charges deducted from purchase payments, Investor 

Accounts, or assets of the Registrant, or any other source (e.g., sales loads, premium taxes and other 

taxes, administrative and transaction charges, risk charges, Contract loan charges, and optional 

benefit charges). Indicate whether each charge will be deducted from purchase payments, Investor 

Accounts, or the Registrant’s assets, the proceeds of withdrawals or surrenders, or some other 

source. When possible, specify the amount of any charge as a percentage or dollar figure (e.g., 

0.95% of average daily net assets or $5 per exchange). For recurring charges, specify the frequency 

of the deduction (e.g., daily, monthly, annually). Identify the person who receives the amount 

deducted, briefly explain what is provided in consideration for the charges, and explain the extent to 

which any charge can be modified. Where it is possible to identify what is provided in consideration 

for a particular charge (e.g., use of sales load to pay distribution costs), explain what is provided in 

consideration for that charge separately.

Instructions.

1. Describe the sales loads applicable to the Contract and how sales loads are charged and 

calculated, including the factors affecting the computation of the amount of the sales load. If the 

Contract has a front-end sales load, describe the sales load as a percentage of the applicable 

measure of purchase payments and as a percentage of the net amount invested for each 

breakpoint. For Contracts with a deferred sales load, describe the sales load as a percentage of 

the applicable measure of purchase payments (or other basis) that the deferred sales load may 

represent. Percentages should be shown in a table. Identify any events on which a deferred 

sales load is deducted (e.g., surrender or withdrawal). The description of any deferred sales load 

should include how the deduction will be allocated among sub-accounts of the Registrant and 

when, if ever, the sales load will be waived (e.g., if the Contract provides a free withdrawal 

amount).

2. Unless set forth in response to Instruction 1, 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 
13

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).

3. If proceeds from 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 Base Contract Expenses

deducted from the account.

4. If the Contract’s charge for premium or other taxes varies according to jurisdiction, identification 

of the range of current premium or other taxes is sufficient.

(b) Commissions Paid to Dealers. State the commissions paid to dealers as a percentage of purchase 

payments.

(c) Portfolio Company Charges. State that charges are deducted from and expenses paid out of the 

assets of the Portfolio Companies that are described in the prospectuses for those companies.

(d) Operating Expenses. Describe any 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 8. General Description of Contracts 

(a) Contract Rights. Identify the person or persons (e.g., the investor, participant, annuitant, or 

beneficiary) who have material rights under the Contracts, and the nature of those rights, (1) during 

the accumulation period, (2) during the annuity period, and (3) after the death of the annuitant or 

investor.

Instruction. Disclose all material state variations and intermediary-specific variations (e.g., variations 

resulting from different brokerage channels) to the offering.

(b) Contract Provisions and Limitations. Briefly describe any provisions and limitations for:

(1) minimum Contract value, and the consequences of falling below that amount; 

(2) allocation of purchase payments among sub-accounts of the Registrant;

(3) transfer of Contract value between sub-accounts of the Registrant, including transfer programs 

(e.g., dollar cost averaging, portfolio rebalancing, asset allocation programs, and automatic 

transfer programs); 

(4) conversion or exchange of Contracts for another contract, including a fixed or variable annuity or 

life insurance contract; and

Instruction. In discussing conversion or exchange of Contracts, the Registrant should include any 

time limits on conversion or exchange, the name of the company issuing the other contract and 

whether that company is affiliated with the issuer of the Contract, and how the cash value of the 

Contract will be affected by the conversion or exchange.
14

(5) buyout offers, including interests or participations therein.

(c) General Account. Describe the obligations under the Contract that are funded by the Depositor’s 

general account (e.g., death benefits, living benefits, or other benefits available under the Contract), 

and state that these amounts are subject to the Depositor’s claims-paying ability and financial 

strength.

(d) Contract or Registrant Changes. Briefly describe the changes that can be made in the Contracts or 

the operations of the Registrant by the Registrant or the Depositor, including:

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

(2) who, if anyone, must approve any change (e.g., the investor or the Commission); and

(3) who, if anyone, must be notified of any change.

Instruction. Describe only those changes that would be material to a purchaser of the Contracts, such as 

a reservation of the right to deregister the Registrant under the Investment Company Act or to substitute 

one Portfolio Company for another. Do not describe possible non-material changes, such as changing 

the time of day at which accumulation unit values are determined.

(e) Class of Purchasers. Disclose any limitations on the class or classes of purchasers to whom the 

Contract is being offered.

(f) Frequent Transfers among Sub-accounts of the Registrant.

(1) Describe the risks, if any, that frequent transfers of Contract value among sub-accounts of the 

Registrant may present for other investors and other persons (e.g., participants, annuitants, or 

beneficiaries) who have material rights under the Contract.

(2) State whether or not the Registrant or Depositor has adopted policies and procedures with 

respect to frequent transfers of Contract value among sub-accounts of the Registrant.

(3) If neither the Registrant nor the Depositor has adopted 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.

(4) If the Registrant or Depositor has any such policies and procedures, describe those policies and 

procedures, including:

(i) whether or not the Registrant or Depositor discourages frequent transfers of Contract value 

among sub-accounts of the Registrant;

(ii) whether or not the Registrant or Depositor accommodates frequent transfers of Contract 

value among sub-accounts of the Registrant; and

(iii) any policies and procedures of the Registrant or Depositor for deterring frequent transfers of 

Contract value among sub-accounts 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, brokerdealers, transfer agents, and third party administrators. Describe with specificity the 
15

circumstances under which any restriction will not be imposed. Include a description of the 

following restrictions, if applicable:

(A) any restrictions on the volume or number of transfers that may be made within a given 

time period;

(B) any transfer fee;

(C) 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;

(D) any minimum holding period that is imposed before a transfer may be made from a subaccount into another sub-account of the Registrant;

(E) any restrictions imposed on transfer requests submitted by overnight delivery, 

electronically, or via facsimile or telephone; and

(F) 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.

(5) If applicable, include a statement, adjacent to the disclosure required by paragraphs (f)(1) 

through (f)(4) 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 subaccounts of the Registrant.

Item 9. 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 SAI in 

response to Item 25.
16

(g) If applicable, state that the investor will not be able to withdraw any Contract value amounts after the 

annuity commencement date. 

Item 10. Benefits Available Under the Contract 

(a) Include the following information:

The following table[s] summarize information about the benefits available under the contract. 

 

Name of Benefit Purpose Is Benefit 

Standard or 

Optional 

Maximum Fee Brief Description 

of Restrictions/ 

Limitations 

 [ ]%

 [ ]%

Instructions.

1. General.

(a) The table required by paragraph (a) of this Item is meant to provide a tabular summary 

overview of the benefits described in paragraph (b) of this Item (e.g., standard or optional

death benefits, standard or optional living benefits, etc.) 

(b) If the Contract offers multiple benefits of the same type (e.g., death benefit, accumulation 

benefit, withdrawal benefit, long-term care benefit), the Registrant may include multiple tables 

in response to paragraph (a) of this Item, if doing so might better permit comparisons of 

different benefits of the same type. Registrants that choose to use a single table should 

consider whether grouping together multiple benefits of the same type, with appropriate 

headings, might similarly permit better comparisons of those benefits. 

(c) The Registrant should include appropriate titles, headings, or any other information to

promote clarity and facilitate understanding of the table(s) presented in response to 

paragraph (a) of this Item. For example, if certain optional benefits are only available to 

certain investors (e.g., investors who invested during specific time periods), the table could

include footnotes or headings to identify which optional benefits are affected and to whom 

those optional benefits are available.

2. Name of Benefit. State the name of each benefit included in the table(s). 

3. Purpose. Briefly describe the purpose of each benefit included in the table(s).

4. Is Benefit Standard or Optional. State whether the benefit is standard or optional. If the 

Registrant includes titles or headings for the table(s) specifying whether the benefit is standard or 

optional, the Registrant does not need to include the “Is Benefit Standard or Optional” column in 

the table(s).

5. Maximum Fee. State the maximum fee associated with each benefit included in the table(s). 

Include parentheticals providing information about what the stated percentage refers to (e.g., 

percentage of Contract value, percentage of benefit base, etc.).

6. Current Fee. The Registrant may disclose the current charge in a separate column titled “Current 

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. 
17

7. Brief Description of Restrictions/Limitations. Briefly describe the restriction(s) or limitation(s) 

associated with each benefit. Registrants are encouraged to use short phrases (e.g., “benefit 

limits investment options available,” “withdrawals could terminate benefit”) to describe the 

restriction(s) or limitation(s).

(b) Briefly describe any benefits (e.g., death benefits, living benefits, etc.) offered under a Contract, 

including:

(1) Whether the benefit is standard or optional;

(2) The operation of the benefit, including the amount of the benefit and how the benefit amount may 

vary, the circumstances under which the value of the benefit may increase or be reduced 

(including the effect of withdrawals), and how the benefit may be terminated; 

(3) Fees and costs, if any, associated with the benefit; and

(4) How the benefit amount is calculated and payable and the effect of choosing a specific method of 

payment on calculation of the benefit.

(c) Briefly describe any limitations, restrictions and risks associated with any benefit offered under the 

Contract (e.g., restrictions on which Portfolio Companies may be selected; risk of reduction or 

termination of benefit or of additional costs resulting from excess withdrawals).

Instruction. In responding to paragraphs (b) and (c) of this Item, provide one or more examples 

illustrating the operation of each benefit in a clear, concise, and understandable manner. 

Item 11. Purchases and Contract Value 

(a) Briefly describe the procedures for purchasing a Contract. Include a concise explanation of:

(1) 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 subaccount, state these limits); and

(2) a statement of when initial and subsequent purchase payments are credited.

(b) Describe the manner 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; (C) how the number of accumulation units credited to a Contract is determined, 

and (D) how accumulation unit value is allocated to the investment options, including how such 

allocation would take place in the absence of instructions from the investor.

(c) Explain that investment performance of the Portfolio Companies, expenses, and deduction of certain 

charges affect accumulation unit value and/or the number of accumulation units.

(d) 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.

(e) Identify each principal underwriter (other than the Depositor) of the 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).
18

Item 12. Surrenders and Withdrawals 

(a) Surrender and Withdrawal. Briefly describe how surrenders and withdrawals can be made from a 

Contract, including any limits on the ability to surrender, how the proceeds are calculated, and when 

they are payable. Briefly describe the potential effect of such surrenders and withdrawals.

(b) Additional Information Regarding Surrender and Withdrawal. Indicate generally whether and under 

what circumstances surrenders and withdrawals are available under a Contract, including the 

minimum and maximum amounts that may be surrendered or withdrawn, any limits on their 

availability, how the proceeds are calculated, and when the proceeds are payable.

(c) Effect of Surrender and Withdrawal. Indicate generally whether and under what circumstances 

surrenders or withdrawals will affect a Contract’s cash value, death benefit(s), and/or any living 

benefits, and whether any charge(s) will apply.

(d) Sub-Account Allocation. Describe how surrenders and withdrawals will be allocated to the 

investment options, including how such allocation would take place in the absence of instructions 

from the investor.

Instruction. The Registrant should generally describe the terms and conditions that apply to surrender 

and withdrawal transactions. Technical information regarding the determination of amounts available to 

be surrendered or withdrawn should be included in the SAI.

(e) Involuntary Redemption. Briefly describe any provision for involuntary redemptions under the 

Contract and the reasons for it, such as the size of the account or infrequency of purchase payments.

(f) Revocation Rights. Briefly describe any revocation rights (e.g., “free look” provisions), including a 

description of how the amount refunded is determined, the method for crediting earnings to 

purchase payments during the free look period, and whether investment options are limited during 

the free look period.

Item 13. Loans 

Briefly describe the loan provisions of the Contract, including any of the following that are applicable.

(a) Availability of Loans. State that a portion of the Contract’s cash surrender value may be borrowed.

State how the amount available for a loan is calculated.

(b) Limitations. Describe any limits on availability of loans (e.g., a prohibition on loans during the first 

Contract year). 

(c) Interest. Describe how interest accrues on the loan, when it is payable, and how interest is treated if 

not paid. Explain how interest on the amount in the collateral account is credited to the Contract and 

allocated to the investment options.

(d) Effect on Contract Value and Death Benefit. Describe how loans and loan repayments affect 

Contract value and how they are allocated among the investment options, including, if applicable,

how such allocation would take place in the absence of instructions from the investor. Include (i) a

brief explanation that amounts borrowed under a Contract do not participate in a Registrant’s 

investment experience and that loans, therefore, can affect the Contract value and death benefit 

whether or not the loan is repaid, and (ii) a brief explanation that the Contract value at surrender and 

the death proceeds payable will be reduced by the amount of any outstanding Contract loan plus 

accrued interest.
19

(e) Other Effects. Describe any other effect that a loan could have on the Contract (e.g., the effect of a 

Contract loan in excess of Contract value).

(f) Procedures. Describe the loan procedures, including how and when amounts borrowed are 

transferred out of the Registrant and how and when amounts repaid are credited to the Registrant.

Item 14. Taxes 

(a) Tax Consequences. Describe the material tax consequences to the investor and beneficiary of 

buying, holding, exchanging, or exercising rights under the Contract.

Instruction. Discuss the taxation of annuity payments, death benefit proceeds, periodic and non-periodic 

withdrawals, loans, and any other distribution that may be received under the Contract, as well as the tax 

benefits accorded the Contract, and other material tax consequences. Describe, if applicable, whether 

the tax consequences vary with different uses of the Contract.

(b) Qualified Plans. Identify the types of qualified plans for which the 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 nonannuity tax consequences of qualification (e.g., the effect on employer taxation).

(c) Effect. Describe the effect, if any, of taxation on the determination of cash values or sub-account 

values.

Item 15. Legal Proceedings 

Describe any material pending legal proceedings, other than ordinary routine litigation incidental to the 

business, to which the Registrant, the Registrant’s principal underwriter or the Depositor is a party. 

Include the name of the court where the case is pending, the date instituted, the principal parties

involved, a description of the factual basis alleged to underlie the proceeding, and the relief sought. 

Include similar information as to any proceedings instituted, or known to be contemplated, by a

governmental authority.

Instruction. For purposes of this requirement, legal proceedings are material only to the extent that they 

are likely to have a material adverse effect on the Registrant, the ability of the principal underwriter to 

perform its contract with the Registrant, or the ability of the Depositor to meet its obligations under the 

Contracts.

Item 16. Financial Statements 

If all of the required financial statements of the Registrant and the Depositor (see Item 26 and General 

Instruction C.3.(b)) are not in the prospectus, state, under a separate caption, where the financial 

statements may be found. Briefly explain how investors may obtain any financial statements not in the 

Statement of Additional Information. 
20

Item 17. Portfolio Companies Available Under the Contract 

Include as an Appendix under the heading “Appendix: Portfolio Companies Available Under the Contract” 

the following legend, in the format specified below:

The following is a list of Portfolio Companies available under the Contract. More information about the 

Portfolio Companies is available in the prospectuses for the Portfolio Companies, which may be 

amended from time to time and can be found online at [___]. You can also request this information at 

no cost by calling [____] or by sending an email request to [___]. 

The current expenses and performance information below reflects fee and expenses of the Portfolio 

Companies, but do not reflect the other fees and expenses that your Contract may charge [, such as

Platform Charges]. Expenses would be higher and performance would be lower if these other charges

were included. Each Portfolio Company’s past performance is not necessarily an indication of future 

performance.

Type/Investment 

Objective 

Portfolio Company 

and Adviser/ 

Subadviser 

Current Expenses Average Annual Total Returns

(as of 12/31/_) 

1 year 5 year 10 year 

[Insert] [Names of Portfolio 

Company and 

adviser/subadviser]

[_]% [_]% [_]% [_]%

 

Instructions.

1. General.

(a) Only include Portfolio Companies that are investment options under the Contract. Indicate if 

investments in any of the Portfolio Companies are restricted (e.g., because of a “hard” or 

“soft” close).

(b) The introductory legend to the table must provide a website address, other than the address 

of the Commission’s electronic filing system; toll free telephone number; and email address 

that investors can use to obtain the prospectuses of the Portfolio Companies and to request 

other information about the Portfolio Companies. The website address must be specific 

enough to lead investors directly to the prospectuses of the Portfolio Companies, rather than 

to the home page or other section of the website on which the materials are posted. The 

website could be a central site with prominent links to each document. 

(c) The legend may indicate, if applicable, that the prospectuses and other information are 

available from a financial intermediary (such as an insurance sales agent or broker-dealer) 

through which the Contract may be purchased or sold.

(d) Registrants not relying upon rule 498A(j) under the Securities Act [17 CFR 230.498A(j)] with 

respect to the Portfolio Companies that are investment options under the Contract may, but 

are not required to, provide the next-to-last sentence of the first paragraph of the introductory 

legend to the table regarding online availability of the prospectuses.
21

(e) If applicable, include a statement explaining that updated performance information is 

available and providing a website address and/or toll-free (or collect) telephone number 

where the updated information may be obtained.

(f) If the availability of one or more Portfolio Companies as investment options under the 

Contract varies by benefit offered under the Contract:

(1) The following sentence should be added to the first paragraph of the legend preceding the 

table: “Depending on the optional benefits you choose, you may not be able to invest in 

certain Portfolio Companies.”; and 

(2) Indicate which Portfolio Companies are available (or are restricted) under the benefits 

offered under the Contract. The Appendix could incorporate a separate table that is 

structured pursuant to the following example, or could use any other presentation that might 

promote clarity and facilitate understanding:

[Portfolio Company] [Benefit #1] [Benefit #2] [Benefit #3] [Benefit #4] 

Portfolio Company A    

Portfolio Company B   

Portfolio Company C  

Portfolio Company D 

2. Type/Investment Objective. Briefly describe each Portfolio Company’s type (e.g., money market 

fund, bond fund, balanced fund, etc.), or include a brief statement describing the Portfolio 

Company’s investment objectives.

3. Portfolio Company and Adviser/Subadviser. State the name of each Portfolio Company and its

adviser/subadviser, as applicable. The adviser’s/sub-adviser’s name may be omitted if it is 

incorporated into the name of the Portfolio Company. A Registrant also need not identify a subadviser whose sole responsibility for the Portfolio Company is limited to day-to-day management 

of the Portfolio Company’s holdings of cash and cash equivalent instruments, unless the Portfolio 

Company is a money market fund or other Portfolio Company with a principal investment strategy 

of regularly holding cash and cash equivalent instruments. If the Portfolio Company has three or 

more sub-advisers, each of which manages a portion of the Portfolio Company’s portfolio, the 

Registrant need not identify each such sub-adviser, except that the Registrant must identify any 

sub-adviser that is (or is reasonably expected to be) responsible for the management of a 

significant portion of the Portfolio Company’s net assets. For purposes of this paragraph, a 

significant portion of a Portfolio Company’s net assets generally will be deemed to be 30% or 

more of the Portfolio Company’s net assets.

4. Current Expenses. Report “Total Annual Fund Operating Expenses” as calculated pursuant to 

Item 3 of Form N-1A [17 CFR §§ 239.15A and 274.11A], reflecting any expense reimbursements

or fee waiver arrangements that are in place and reported in the Portfolio Company’s registration 

statement pursuant to Item 3 of Form N-1A. If applicable, identify each Portfolio Company subject 

to an expense reimbursement or fee waiver arrangement and provide a footnote stating that their

annual expenses reflect temporary fee reductions.

5. Platform Charge. If the Registrant charges a Platform Charge to make any of the Portfolio 

Companies available as investment options under the Contract, add a column titled “Platform 

Charge” disclosing the current Platform Charge for each Portfolio Company. If applicable, also 

provide a footnote indicating the highest level to which any relevant Platform Charge may be 

increased.
22

6. Current Expenses + Platform Charge. If the Registrant charges a Platform Charge to make any of 

the Portfolio Companies available as investment options under the Contract, add a column titled

“Current Expenses + Platform Charge.” The column contemplated by this Instruction must be 

presented in a manner reasonably calculated to draw investor attention to that column.

7. Average Annual Total Returns. For purposes of this Item, “average annual total returns” means 

the “average annual total return” (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form 

N-1A.

 
23

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION 

Item 18. Cover Page and Table of Contents 

(a) Front Cover Page. Include the following information on the outside front cover page of the SAI:

(1) The Registrant’s name.

(2) The Depositor’s name.

(3) The name of the Contract and the Class or Classes, if any, to which the Contract relates.

(4) A statement or statements:

(i) That the SAI is not a prospectus; 

(ii) How the prospectus may be obtained; and

(iii) Whether and from where information is incorporated by reference into the SAI, as permitted 

by General Instruction D.

Instruction. Any information incorporated by reference into the SAI must be delivered with the SAI.

(5) The date of the SAI and the prospectus to which the SAI relates.

(b) Table of Contents. Include under appropriate captions (and subcaptions) a list of the contents of the 

SAI and, when useful, provide cross-references to related disclosure in the prospectus.

Item 19. General Information and History 

(a) Depositor. Provide the date and form of organization of the Depositor, the name of the state or other 

jurisdiction in which the Depositor is organized, and a description of the general nature of the 

Depositor’s 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 in which it does business if a 

general description (e.g., “variable annuity” or “reinsurance”) is provided.

(b) Registrant. Provide the date and form of organization of the Registrant and the Registrant’s 

classification pursuant to section 4 of the Investment Company Act [15 U.S.C. 80a-4] (i.e., a separate 

account and a unit investment trust).

(c) History of Depositor and Registrant. 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. Briefly describe the nature and results of any 

bankruptcy, receivership, or similar proceeding, or any other material reorganization, readjustment, 

or succession of the Depositor during the past five years.

(d) Ownership of Sub-Account Assets. If 10 percent or more of the assets of any sub-account are not 

attributable to 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 Registrant. If the 

Depositor, or any other person controlling the assets, has any present intention of removing the 

assets from the sub-account, so state.
24

(e) Control of Depositor. State the name of each person who controls the Depositor and the nature of its 

business.

Instruction. 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 20. Non-Principal Risks of Investing in the Contract 

Summarize the non-principal risks of purchasing a Contract to the extent not disclosed in the prospectus.

Item 21. Services 

(a) Expenses Paid by Third Parties. Describe all fees, expenses, and costs of the Registrant that are to 

be paid by persons other than the Depositor or the Registrant, and identify those persons.

(b) Service Agreements. Summarize the substantive provisions of any management-related service 

contract that may be of interest to a purchaser of the Registrant’s securities, under which services 

are provided to the Registrant, unless the contract is described in response to some other item of the 

form. Indicate the parties to the contract, and the total dollars paid and by whom for each of the past 

three years. 

Instructions:

1. The term “management-related service contract” includes any contract with the Registrant to 

keep, prepare, or file accounts, books, records, or other documents required under federal or 

state law, or to provide any similar services with respect to the daily administration of the 

Registrant, but does not include the following: 

(a) Any agreement with the Registrant to act as custodian or agent to administer purchases and 

redemptions under the Contracts, and 

(b) Any contract with the Registrant for outside legal or auditing services, or contract for personal 

employment entered into with the Registrant in the ordinary course of business.

2. In summarizing the substantive provisions of any management-related service contract, include

the following: 

(a) The name of the person providing the service; 

(b) The direct or indirect relationships, if any, of the person with the Registrant, its Depositor, or 

its principal underwriter; and

(c) The nature of the services provided, and the basis of the compensation paid for the services 

for the Registrant’s last three fiscal years.

(c) Other Service Providers.

(1) Unless disclosed in response to paragraph (b) or another item of this form, identify and state the 

principal business address of any person who provides significant administrative or business 

affairs management services for the Registrant (e.g., an “Administrator,” “Sub-Administrator,” 

“Servicing Agent”), describe the services provided, and the compensation paid for the services.

(2) State the name and principal business address of the Registrant’s custodian and independent 

public accountant and describe generally the services performed by each.
25

(3) If the Registrant’s assets 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.

(4) 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, describe the 

services the person performs and the basis for remuneration. State, for the past three years, the 

total dollars paid for the services, and by whom.

Instruction. No disclosure need be given in response to paragraph (c)(4) of this Item for an 

administrative or servicing agent who is also the Depositor.

(5) If the Depositor is the principal underwriter of the Contracts, so state.

Item 22. 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 Contracts offered by the 

Registrant.

Instruction. Explain fully any difference in the price at which 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 Depositor, underwriter, Portfolio Company, or investment adviser to the 

Portfolio Company. 

(c) Frequent Transfer Arrangements. 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 paragraph (c) of this Item 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 subaccounts 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.
26

Item 23. Underwriters 

(a) Identification. Identify each principal underwriter (other than the Depositor) of the 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). 

(b) Offering and Commissions. For each principal underwriter distributing Contracts of the Registrant, 

state: 

(1) whether the offering is continuous; and

(2) the aggregate dollar amount of underwriting commissions paid to, and the amount retained by, 

the principal underwriter for each of the Registrant’s last three fiscal years.

(c) Other Payments. With respect to any payments made by the Registrant to an underwriter of or dealer 

in the Contracts during the Registrant’s last fiscal year, disclose the name and address of the 

underwriter or dealer, the amount paid and basis for determining that amount, the circumstances 

surrounding the payments, and the consideration received by the Registrant. Do not include 

information about:

(1) Payments made through deduction from purchase payments made at the time of sale of the 

Contracts; or

(2) Payments made from Contract values upon surrender of or withdrawal from the Contracts 

Instructions.

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

Registrant.

2. Exclude information 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 $15,000 

were made during each of the Registrant’s last three fiscal years.

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

or servicing agent.

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

describe only the arrangement or policy.

Item 24. 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)(1) - (2).

(1) 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 
27

sub-account at the beginning of the period, subtracting a hypothetical charge reflecting 

deductions from Investor 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.

(2) 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 preexisting 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 Investor 

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 Investor 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. If applicable, disclose that the performance information may not reflect all Contract charges

(contracts may impose certain charges that are not reflected in the performance of the subaccount, but reduce the value of an investment in the sub-account, such as optional benefit 

charges). Performance would be lower if these charges were included.

(b) Other Sub-Accounts. Performance information included in the prospectus should be calculated 

according to paragraphs (b)(i) – (iii).

(1) 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 purchase payment of $1,000 
28

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 purchase 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).

Instructions:

1. Assume the maximum sales load (or other charges deducted from purchase payments) is 

deducted from the initial $1,000 purchase payment.

2. Include all recurring fees that are charged to all Investor 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 Investor 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.

7. If applicable, disclose that the performance information may not reflect all Contract charges

and provide one or more examples of such charges (contracts may impose certain charges 

that are not reflected in the performance of the sub-account, but reduce the value of an 

investment in the sub-account, such as optional benefit charges). State that performance 

would be lower if these charges were included.

(2) 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[(

aa−bb

cccc + 1)6 – 1]

Where: 

a = net investment income earned during the period by the Portfolio Company attributable 

to shares owned by the sub-account

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.
29

Instructions:

1. Include among the expenses accrued for the period all recurring fees that are charged to all 

Investor 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 of Regulation S-X [17 

CFR 210.1-02(b)]) 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 [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.

5. If applicable, disclose that the performance information may not reflect all Contract charges 

(contracts may impose certain charges that are not reflected in the performance of the subaccount, but reduce the value of an investment in the sub-account, such as optional benefit 

charges). State that performance would be lower if these charges were included.

(3) 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 25. 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.

Item 26. Financial Statements 

(a) Registrant. Provide financial statements of the Registrant.

Instructions. Include, in a separate section, the financial statements and schedules required by 

Regulation S-X [17 CFR 210]. 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.
30

(b) Depositor. Provide financial statements of the Depositor.

Instructions:

1. Include, in a separate section, the financial statements and schedules of the Depositor required 

by Regulation S-X. If the Depositor 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, N-4, or N-6, its financial statements may be 

prepared in accordance with statutory requirements. The Depositor’s financial statements must 

be prepared in accordance with generally accepted accounting principles if the Depositor 

prepares financial information in accordance with generally accepted accounting principles for 

use by the Depositor’s parent, as defined in rule 1-02(p) of Regulation S-X [17 CFR 210.1-02(p)], 

in any report under sections 13(a) and 15(d) of the Securities Exchange Act [15 U.S.C. 78m(a) 

and 78o(d)] or any registration statement filed under the Securities Act.

2. All statements and schedules of the Depositor 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 to these statements or schedules, may be omitted from Part B and instead included in Part 

C of the registration statement. If any of this information is omitted from Part B and included in 

Part C, the consolidated balance sheets included in Part B should be accompanied by a 

statement that additional financial information about the Depositor is available, without charge, 

upon request. When a request for the additional financial information is received, the Registrant 

should send the information within 3 business days of receipt of the request, by first-class mail or 

other means designed to ensure equally prompt delivery.

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. In addition, when the anticipated effective date of a registration statement falls within 

90 days subsequent to the end of the fiscal year of the Depositor, the registration statement need 

not include financial statements of the Depositor more current than as of the end of the third 

fiscal quarter of the most recently completed fiscal year of the Depositor unless the audited 

financial statements for such fiscal year are available. The exceptions to rule 3-12 of Regulation 

S-X contained in this Instruction 3 do not apply when:

(a) The Depositor’s financial statements have never been included in an effective registration 

statement under the Securities Act of a separate account that offers variable annuity 

contracts or variable life insurance contracts; or

(b) 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 $2,500,000; or

(c) The balance sheet of the Depositor at the end of a fiscal quarter within 135 days of the 

expected date of effectiveness under the Securities Act (or a fiscal quarter within 90 days of 

filing if the registration statement is filed solely under the Investment Company Act) would 

show a combined capital surplus, if a stock company, or an unassigned surplus, if a mutual 

company, of less than $2,500,000. 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.
31

PART C - OTHER INFORMATION

Item 27. Exhibits 

Subject to General Instruction D regarding incorporation by reference and rule 483 under the Securities 

Act [17 CFR 230.483], file the exhibits listed below as part of the registration statement. Letter or 

number the exhibits in the sequence indicated and file copies rather than originals, unless otherwise 

required by rule 483. Reflect any exhibit incorporated by reference in the list below and identify the 

previously filed document containing the incorporated material.

(a) Board of Directors Resolution. The resolution of the board of directors of the Depositor authorizing 

the establishment of the Registrant.

(b) Custodian Agreements. All agreements for custody of securities and similar investments of the 

Registrant, including the schedule of remuneration.

(c) Underwriting Contracts. Underwriting or distribution contracts between the Registrant or Depositor 

and a principal underwriter and agreements between principal underwriters or the Depositor and 

dealers.

(d) Contracts. The form of each Contract, including any riders or endorsements.

(e) Applications. The form of application used with any Contract provided in response to (d) above.

(f) Depositor’s Certificate of Incorporation and By-Laws. The Depositor’s current certificate of 

incorporation or other instrument of organization and by-laws and any related amendment.

(g) Reinsurance Contracts. Any contract of reinsurance related to a Contract.

(h) Participation Agreements. Any participation agreement or other contract relating to the investment 

by the Registrant in a Portfolio Company.

(i) Administrative Contracts. Any contract relating to the performance of administrative services in 

connection with administering a Contract.

(j) Other Material Contracts. Other material contracts not made in the ordinary course of business to be 

performed in whole or in part on or after the filing date of the registration statement.

(k) Legal Opinion. An opinion and consent of counsel regarding the legality of the securities being 

registered, stating whether the securities will, when sold, be legally issued and represent binding 

obligations of the Depositor.

(l) Other Opinions. 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 Securities Act [15 U.S.C. 

77g].

(m)Omitted Financial Statements. Financial statements omitted from Item 26.

(n) Initial Capital Agreements. Any agreements or understandings made in consideration for providing 

the initial capital between or among the Registrant, Depositor, underwriter, or initial investors and 

written assurances from the Depositor or initial investors that purchases were made for investment 

purposes and not with the intention of redeeming or reselling. 
32

(o) Form of Initial Summary Prospectuses. The form of any Initial Summary Prospectus that the 

Registrant intends to use on or after the effective date of the registration statement, pursuant to rule 

498A under the Securities Act [17 CFR 230.498A].

Instructions. 

1. Schedules (or similar attachments) to the exhibits required by this Item are not required to be 

filed provided that they do not contain information material to an investment or voting decision 

and that information is not otherwise disclosed in the exhibit or the disclosure document. Each 

exhibit filed must contain a list briefly identifying the contents of all omitted schedules. 

Registrants need not prepare a separate list of omitted information if such information is 

already included within the exhibit in a manner that conveys the subject matter of the omitted 

schedules and attachments. In addition, the Registrant must provide a copy of any omitted 

schedule to the Commission or its staff upon request.

2. The Registrant may redact information from exhibits required to be filed by this Item if 

disclosure of such information would constitute a clearly unwarranted invasion of personal 

privacy (e.g., disclosure of bank account numbers, social security numbers, home addresses 

and similar information).

3. The Registrant may redact specific provisions or terms of exhibits required to be filed by 

paragraphs (g) and (j) of this Item if the Registrant customarily and actually treats that 

information as private or confidential and if the omitted information is not material. If it does 

so, the Registrant should mark the exhibit index to indicate that portions of the exhibit or 

exhibits have been omitted and include a prominent statement on the first page of the 

redacted exhibit that certain identified information has been excluded from the exhibit 

because it is both not material and the type that the Registrant treats as private or 

confidential. The Registrant also must include brackets indicating where the information is 

omitted from the filed version of the exhibit. If requested by the Commission or its staff, the 

Registrant must promptly provide on a supplemental basis an unredacted copy of the exhibit 

and its materiality and privacy or confidentiality analyses. Upon evaluation of the Registrant’s 

supplemental materials, the Commission or its staff may require the Registrant to amend its 

filing to include in the exhibit any previously redacted information that is not adequately

supported by the Registrant’s analyses. The Registrant may request confidential treatment of 

the supplemental material submitted under this Instruction 3 pursuant to Rule 83 of the 

Commission’s Organizational Rules [17 CFR 200.83] while it is in the possession of the 

Commission or its staff. After completing its review of the supplemental information, the 

Commission or its staff will return or destroy it, if the Registrant complies with the procedures 

outlined in Rule 418 under the Securities Act [17 CFR 230.418].

4. Each exhibit identified in the exhibit index (other than an exhibit filed in eXtensible Business 

Reporting Language) must include an active link to an exhibit that is filed with the registration 

statement or, if the exhibit is incorporated by reference, an active hyperlink to the exhibit 

separately filed on EDGAR. If the registration statement is amended, each amendment must 

include active hyperlinks to the exhibits required with the amendment. 

5. Registrants are required to provide the Initial Summary Prospectus exhibits, as required by 

paragraph (o) of this Item, only in connection with the filing of an initial registration statement, 

or in connection with a pre-effective amendment or a post-effective amendment filed in 

accordance with paragraph (a) of rule 485 under the Securities Act [17 CFR 230.485(a)].

Registrants should add a legend clearly identifying the document as a form of Initial Summary 

Prospectus the Registrant intends to use on or after the effective date of the registration 

statement.
33

Item 28. Directors and Officers of the Depositor 

Provide the following information about each director or officer of the Depositor:

(1)

Name and Principal Business Address

(2)

Positions and Offices with Depositor

Instruction. Registrants are required to provide the above information only for officers or directors who are 

engaged directly or indirectly in activities relating to the Registrant or the Contracts, 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 29. Persons Controlled by or Under Common Control with the Depositor or the Registrant 

Provide a list or diagram of all persons directly or indirectly controlled by or under common control with 

the Depositor or the Registrant. For any person controlled by another person, disclose the percentage 

of voting securities owned by the immediately controlling person or other basis of that person’s control. 

For each company, also provide the state or other sovereign power under the laws of which the 

company is organized.

Instructions:

1. Include the Registrant and the Depositor in the list or diagram and show the relationship of each 

company to the Registrant and Depositor and to the other companies named, using crossreferences if a company is controlled through direct ownership of its securities by two or more 

persons.

2. Indicate with appropriate symbols subsidiaries that file separate financial statements, 

subsidiaries included in consolidated financial statements, or unconsolidated subsidiaries 

included in group financial statements. Indicate for other subsidiaries why financial statements 

are not filed.

Item 30. 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 against any liability incurred in his or her 

official capacity, other than insurance provided by any underwriter or affiliated person for his or her own 

protection.

Item 31. Principal Underwriters 

(a) Other Activity. State the name of each investment company (other than the Registrant) for which 

each principal underwriter currently distributing the Registrant’s securities also acts as a principal 

underwriter, depositor, sponsor, or investment adviser.

(b) Management. Provide the information required by the following table for each director, officer, or 

partner of each principal underwriter named in the response to Item 23:
34

(1)

Name and Principal Business Address

(2)

Positions and Offices with Underwriter

Instruction. If a principal underwriter is the Depositor or an affiliate of the Depositor, 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 Contracts, 

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) Compensation From the Registrant. Provide the information required by the following table for all 

commissions and other compensation received, directly or indirectly, from the Registrant during the 

Registrant’s last fiscal year by each principal underwriter:

(1)

Name of 

Principal 

Underwriter

(2)

Net Underwriting 

Discounts

(3)

Compensation on 

Redemption

(4)

Brokerage 

Commission

(5)

Other 

Compensation

Instructions:

1. Disclose the type of services rendered in consideration for the compensation listed under column 

(5).

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

Registrant.

3. Exclude information 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.

4. Exclude information about any service for which total payments of less than $15,000 were made 

during each of the Registrant’s last three fiscal years.

5. Exclude information 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 32. Location of Accounts and Records 

State the name and address of each person maintaining physical possession of each account, book, or 

other document, required to be maintained by section 31(a) of the Investment Company Act [15 U.S.C. 

80a-30(a)] and the rules under that section.

Instruction. The Registrant may omit this information to the extent it is provided in its most recent report 

on Form N-CEN [17 CFR 274.101].
35

Item 33. Management Services 

Provide a summary of the substantive provisions of any management-related service contract not 

discussed in Part A or Part B, disclosing the parties to the contract and the total amount paid and by 

whom for the Registrant’s last three fiscal years.

Instructions:

1. The instructions to Item 21(b) shall also apply to this Item.

2. Exclude information about any service provided for payments totaling less than $15,000 during 

each of the Registrant’s last three fiscal years.

Item 34. Fee Representation 

Provide a representation of the Depositor that the fees and charges deducted under the Contracts, in the 

aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, 

and the risks assumed by the Depositor.
36

 

SIGNATURES 

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the 

Registrant (certifies that it meets all of the requirements for effectiveness of this registration statement 

under rule 485(b) under the Securities Act and) has duly caused this registration statement to be signed 

on its behalf by the undersigned, duly authorized, in the City of , and State of , 

on this day of , .

________________________________________________

(Registrant)

By _____________________________________________

(Signature)

________________________________________________

(Title)

________________________________________________

(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 the Depositor. If 

the registration statement is being filed only under the Investment Company Act, it should be signed 

only by the Registrant.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been 

signed by the following persons in the capacities and on the dates indicated.

_________________ ________________________________________ __________________

Signature Title Date