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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

FORM N-3 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This is a reference copy of Form N-3. 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. 
SEC 2124 (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, D.C. 20549 

FORM N-3 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF1933

Pre-Effective Amendment No. _____ 

Post-Effective Amendment No. _____ 

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF1940

Amendment No. _____ 

 (Check appropriate box or boxes.) 

__________________________________________________________________________________ 

(Exact Name of Registrant)

__________________________________________________________________________________ 

(Name of Insurance Company) 

__________________________________________________________________________________ 

(Address of Insurance Company’s Principal Executive Offices) (Zip Code)

__________________________________________________________________________________ 

(Insurance Company’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)

 on (date) pursuant to paragraph (a)

 75 days after filing pursuant to paragraph (a)(2) on (date)

 on (date) pursuant to paragraph (a)(2) 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 2124 (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-3 is to be used by separate accounts that are management investment companies 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-3 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-3 in its regulatory, disclosure review, 

inspection, and policy making roles.

A Registrant is required to disclose the information specified by Form N-3, and the Commission will 

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

contained in Form N-3 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.

 
iv

 

 

CONTENTS OF FORM N-3 

GENERAL INSTRUCTIONS......................................................................................................................................................................... v

A. Definitions ................................................................................................................................................................................... v

B. Filing and Use of Form N-3........................................................................................................................................................vi

C. Preparation of the Registration Statement.............................................................................................................................vii

D. Incorporation by Reference........................................................................................................................................................ x

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............................................................................................................................................................. 6

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

Item 5. Principal Risks of Investing in the Contract.............................................................................................................................13

Item 6. General Description of Registrant, Insurance Company, and Investment Options...............................................................14

Item 7. Management .............................................................................................................................................................................14

Item 8. Charges......................................................................................................................................................................................15

Item 9. General Description of Contracts ..............................................................................................................................................16

Item 10. Annuity Period .........................................................................................................................................................................18

Item 11. Benefits Available Under the Contract...................................................................................................................................19

Item 12. Purchases and Contract Value...............................................................................................................................................21

Item 13. Surrenders and Withdrawals..................................................................................................................................................21

Item 14. Loans.......................................................................................................................................................................................22

Item 15. Taxes .......................................................................................................................................................................................23

Item 16. Legal Proceedings...................................................................................................................................................................23

Item 17. Financial Statements..............................................................................................................................................................23

Item 18. Investment Options Available Under the Contract................................................................................................................23

Item 19. Additional Information About Investment Options Available Under the Contract ...............................................................25

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.......................................................................31

Item 20. Cover Page and Table of Contents.........................................................................................................................................31

Item 21. General Information and History............................................................................................................................................31

Item 22. Investment Objectives and Risks...........................................................................................................................................32

Item 23. Management of the Registrant..............................................................................................................................................36

Item 24. Investment Advisory and Other Services...............................................................................................................................46

Item 25. Portfolio Managers ................................................................................................................................................................. 51

Item 26. Brokerage Allocation and Other Practices.............................................................................................................................52

Item 27. Purchase of Securities Being Offered....................................................................................................................................54

Item 28. Underwriters............................................................................................................................................................................55

Item 29. Calculation of Performance Data...........................................................................................................................................56

Item 30. Annuity Payments ...................................................................................................................................................................59

Item 31. Financial Statements..............................................................................................................................................................59

PART C - OTHER INFORMATION..............................................................................................................................................................65

Item 32. Exhibits ....................................................................................................................................................................................65

Item 33. Directors and Officers of the Insurance Company................................................................................................................67

Item 34. Persons Controlled by or Under Common Control with the Insurance Company or the Registrant...................................67

Item 35. Indemnification.......................................................................................................................................................................68

Item 36. Business and Other Connections of Investment Adviser .....................................................................................................68

Item 37. Principal Underwriters ............................................................................................................................................................68

Item 38. Location of Accounts and Records ........................................................................................................................................69

Item 39. Management Services............................................................................................................................................................69

Item 40. Fee Representation ................................................................................................................................................................69

SIGNATURES ...........................................................................................................................................................................................70

 
v

 

 

GENERAL INSTRUCTIONS 

A. Definitions 

References to sections and rules in this Form N-3 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-3 have the same meaning as in the Investment Company Act or the related rules, unless otherwise 

indicated. As used in this Form N-3, 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.

“Insurance Company” means the person primarily responsible for the organization of the 

Registrant and the person, other than the custodian, who has continuing functions or responsibilities with 

respect to the administration of the affairs of the Registrant. If there is more than one Insurance 

Company, the information called for in this Form about the Insurance Company shall be provided for each 

Insurance Company. 

“Investment Option” means any portfolio of investments in which the Registrant invests and which 

may be selected as an option by the investor. 

“Investor Account” means any account of an investor, 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. 

“Money Market Account” means an Investment Option that hold itself out to investors as a Money 

Market Fund or the equivalent of a Money Market Fund. 

“Money Market Fund” means a registered open-end management investment company, or series 

thereof, that is regulated as a money market fund pursuant to rule 2a-7 [17 CFR 270.2a-7].

“Multiple Class Fund” means an Investment Option that has more than one Class. 

“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.
vi

 

 

B. Filing and Use of Form N-3 

1. What is Form N-3 used for? 

Form N-3 is used by all separate accounts organized as management investment companies 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, 

10, and 17), B, and C (except Items 32(e), (m), (n), and (o)), and the required signatures. 

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

No registration fees are required for a filing on Form N-3 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-3 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-3? 

(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-3. 

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-3.

(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-3.

(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”). 
vii

 

 

C. Preparation of the Registration Statement 

1. Administration of the Form N-3 Requirements 

(a) The requirements of Form N-3 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-3 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-3 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-3 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-3.

2. Form N-3 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. 
viii

 

 

(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, 19, and 22.

(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-3 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. 
ix

 

 

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-3 

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 Investment Options 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. 
x

 

 

(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-3 that includes or amends information provided in response to Items 2, 4, 5, 11, 

18, or 19 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), 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 post-effective 

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, 11, 18 or 19 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-3 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. 
xi

 

 

2. Specific Rules for Incorporation by Reference in Form N-3 

(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 Insurance Company’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 Investment Options available under the contract. 

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

(6) The date of the prospectus. 

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

(8) 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. 

(9) In the case of a Registrant holding itself out as a Money Market Fund or an Investment Option 

holding itself out as a Money Market Account, a prominent statement that an investment in the 

Registrant or the Investment Option is neither insured nor guaranteed by the U.S. Government. 

(10) 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 

requirement 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

 

 

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 

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 Investments 
3

 

 

FEES AND EXPENSES 

Insurance Company 

Risks

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 
4

 

 

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.”). 

(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. 

Annual Fee Minimum Maximum 

Annual Contract expenses 

(varies by Contract Class) 

[ ]% [ ]%

Optional benefits available for an 

additional charge

(for a single optional benefit, if elected) 

[ ]% [ ]%

(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). 

(D) Annual Contract expenses should be calculated in accordance with the instructions for 

Total Annual Contract Expenses in Item 4, before any expense reimbursements or fee 

waiver arrangements that may be associated with Investment Options, and excluding 

Optional Benefit Expenses. 

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

(i.e., the least expensive Contract Class, the lowest management fees, 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 annual Contract expenses, the highest management fees, and the most 

expensive optional benefit). 

(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. This 

estimate assumes that you do not take withdrawals from the Contract, which could add 

charges for early withdrawals that substantially increase costs.” 
5

 

 

(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 

management fees 

• 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, 

management fees, and

optional benefits 

• 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 stated, the least and most expensive combination of Contract 

classes, management fees, and optional benefits should be based on the 

disclosures provided in the Example in Item 4. If a different combination of 

Contract classes, management fees, and optional benefits would result in different 

Minimum or Maximum fees in different years, use the least expensive or most 

expensive combination of Contract classes, management fees, 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 Investments. 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, that each investment (including any fixed 
6

 

 

account investment option) will have its own unique risks, and that the investor should review 

the investments available under the Contract before making an investment decision. 

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

related to the Insurance Company, including that any obligations (including under any fixed 

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

the Insurance Company. Further state that more information about the Insurance Company, 

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 Insurance Company’s financial strength rating(s) and 

omit the portion of the disclosures regarding the availability of the 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 

Investment Options. If applicable, state that the insurer reserves the right to remove or 

substitute 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 

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:
7

 

 

(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, as well as any “fixed account” (general account) investment options.

Instructions. 

1. Prominently disclose that additional information about each Investment Option is provided 

later in the prospectus, and provide cross-references as appropriate. 

2. A detailed explanation of the separate account, Investment Options, 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, 

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

Options. State premium taxes may also be deducted. 
8

 

 

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) 

__% 

 Redemption Fee (as a percentage of amount redeemed, if applicable) __% 

 Exchange Fee __% 

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

Contract. 

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) __% 

 Management Fees __% 

 Other Expenses 

 ___________________________________ 

 ___________________________________ 

 ___________________________________ 

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

average account value)) 

__% 

__% 

__% 

__% 

__% 

 Total Annual Contract 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 Investment Option operating 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 Investment Option operating 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 

$___ 

 

Portfolio Turnover 

The Investment Option pays transaction costs, such as commissions, when it buys and sells securities 

(or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. 

These costs, which are not reflected in annual Contract expenses or in the example, affect the 

Investment Option’s performance. During the most recent fiscal year, the Investment Option’s portfolio 

turnover rate was ______% of the average value of its portfolio. 

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. 
10

 

 

6. Provide a separate fee table (or separate column within the table) for each Contract form offered 

by the prospectus that has different fees. 

7. If the Registrant offers more than one Investment Option, provide a separate response for each 

Investment Option. In addition, for a Contract with more than one Class, provide a separate 

response for each Class. 

Transaction Expenses

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 Investment Option of the 

Registrant to another Investment Option or the insurance company’s general account. The 

Registrant may include a tabular presentation of the range of exchange fees unless such a 

presentation would be so lengthy as to encumber the larger table, in which case the Registrant 

should only provide a cross-reference to the narrative portion of the prospectus discussing the 

exchange fee. 

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, Management Fees, Other Expenses, and optional benefit 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.Other Annual Expenses

(a) “Management Fees” include investment advisory fees (including any component thereof 

based on the performance of the Registrant), any other management fees payable to the 

investment adviser or its affiliates and administrative fees payable to the investment adviser 

or its affiliates not included as “Other Expenses.” 
11

 

 

(b) (i) “Other Expenses” includes all expenses (except fees and expenses reported in other 

items in the table) that are deducted from separate account assets and are reflected as 

expenses in the Registrant’s statement of operations (including increases resulting from 

complying with paragraph 2(g) of rule 6-07 of Regulation S-X [17 CFR 210.6-07]). 

(ii) “Other Expenses” do not include extraordinary expenses. “Extraordinary expenses” 

refers to expenses that are distinguished by their unusual nature and by the infrequency 

of occurrence. Unusual nature means the expense has a high degree of abnormality and 

is clearly unrelated to, or only incidentally related to, the ordinary and typical activities of 

the fund, taking into account the environment in which the fund operates. Infrequency 

of occurrence means the expense is not reasonably expected to recur in the foreseeable 

future, taking into consideration the environment in which the fund operates. The 

environment of a fund includes such factors as the characteristics of the industry or 

industries in which it operates, the geographical location of its operations, and the 

nature and extent of governmental regulation. If extraordinary expenses were incurred 

that materially affected the Registrant’s “Other Expenses,” the Registrant should 

disclose in the narrative following the table what the “Other Expenses” would have been 

had extraordinary expenses been included. 

(iii) The Registrant may subdivide this caption into no more than three subcategories of 

the Registrant’s choosing, but must also include a total of all “Other Expenses.” 

(c) The percentages expressing annual expenses should be based on amounts incurred during 

the most recent fiscal year. However, if the Registrant has changed its fiscal year, and as a 

result the most recent fiscal year is less than three months, the Registrant should use the 

fiscal year prior to the most recent fiscal year as the basis for determining annual expenses. 

(d) If there have been any changes in the annual expenses that would materially affect the 

information disclosed in the table:

(i) Restate the expense information using the current fees that would have been applicable 

had they been in effect during the previous fiscal year; and 

(ii) In the narrative following the table, disclose that the expense information in the table has 

been restated to reflect current fees. 

Instruction. A change in annual expenses means either an increase or a decrease in expenses 

that occurred during the most recent fiscal year or that is expected to occur during the current 

fiscal year. It includes the elimination of any expense reimbursement or fee waiver arrangement, 

in which case the expenses that would have been incurred had there been no reimbursement or 

waiver should be listed, but does not include circumstances where separate account expenses 

decrease in relation to the size of the separate account so as to make any waiver or 

reimbursement arrangement inoperative. An expected decrease in expenses as a percentage of 

assets due to economies of scale or breakpoints in a fee arrangement for a separate account 

whose assets have increased is an example of a change that should not be treated as a change 

requiring restatement. 

(e) If there are expense reimbursements or fee waiver arrangements that will reduce any 

operating expenses for no less than one year from the effective date of the Registrant’s 

registration statement: (i) revise the appropriate caption by adding “After Expense 

Reimbursements” or some similar phrase; (ii) state the amount of the actual expenses 

incurred, (i.e., net of the amount reimbursed or waived); and (iii) disclose in the narrative 
12

 

 

following the table the amount the expenses would have been absent the reimbursement or 

waiver. 

(f) (i) If an Investment Option invests in shares of one or more Acquired Funds, add a subcaption 

to the “Annual Expenses” portion of the table directly above the subcaption titled “Total 

Annual Contract Expenses.” Title the additional subcaption: “Acquired Fund Fees and 

Expenses.” Disclose in the subcaption fees and expenses incurred indirectly by the 

Investment Option as a result of investment in shares of one or more Acquired Funds. For 

purposes of this Item, an “Acquired Fund” means any company in which the Investment 

Option invests that (i) is an investment company or (ii) would be an investment company 

under section 3(a) of the Investment Company Act [15 U.S.C. 80a3(a)] but for the 

exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment 

Company Act [15 U.S.C. 80a3(c)(1) and 80a-3(c)(7)]. If a Registrant uses another term in 

response to other requirements of this Form to refer to Acquired Funds, it may include that 

term in parentheses following the subcaption title. 

(ii) Determine the “Acquired Fund Fees and Expenses” according to the following formula:

AFFE = [(F1 /FY)*AI1 * D1]+[(F2 /FY)*AI2 * D2]+[(F3/FY)*AI3 * D3] + Transaction Fees + 

Incentive Allocations Average Net Assets of the Registrant 

Where: 

AFFE = Acquired Fund fees and expenses;

F1, F2, F3, . . . = Total annual operating expense ratio for each Acquired Fund;

FY = Number of days in the relevant fiscal year; 

AI1, AI2, AI3, . . . = Average invested balance in each Acquired Fund; 

D1, D2, D3, . . . = Number of days invested in each Acquired Fund; 

“Transaction Fees” = The total amount of sales loads, redemption fees, or other 

transaction fees paid by the Investment Option in connection 

with acquiring or disposing of shares in any Acquired Funds 

during the most recent fiscal year. 

(iii) Calculate the average net assets of the Investment Option for the most recent fiscal year 

based on the value of the net assets determined no less frequently than the end of each 

month. 

(iv) The total annual operating expense ratio used for purposes of this calculation (F1) is the 

annualized ratio of operating expenses to average net assets for the Acquired Fund’s most 

recent fiscal period as disclosed in the Acquired Fund’s most recent shareholder report. If 

the ratio of expenses to average net assets is not included in the most recent shareholder 

report or the Acquired Fund is a newly formed fund that has not provided a shareholder 

report, then the ratio of expenses to average net assets of the Acquired Fund is the ratio of 

total annual operating expenses to average annual net assets of the Acquired Fund for its 

most recent fiscal period as disclosed in the most recent communication from the 

Acquired Fund to the Registrant. For purposes of this instruction, Acquired Fund expenses 

include increases resulting from brokerage service and expense offset arrangements and 

reductions resulting from fee waivers or reimbursements by the Acquired Funds’ 

investment advisers or sponsors.
13

 

 

(v) To determine the average invested balance (AI1), the numerator is the sum of the amount 

initially invested in an Acquired Fund during the most recent fiscal year (if the investment 

was held at the end of the previous fiscal year, use the amount invested as of the end of 

the previous fiscal year) and the amounts invested in the Acquired Fund no less frequently 

than monthly during the period the investment is held by the Investment Option (if the 

investment was held through the end of the fiscal year, use each month-end through and 

including the fiscal year-end). Divide the numerator by the number of measurement points 

included in the calculation of the numerator (i.e., if an investment is made during the fiscal 

year and held for 3 succeeding months, the denominator would be 4). 

Total Annual Contract Expenses 

16. If optional benefit expenses are calculated on a basis other than account value, Registrants 

should prominently indicate that those optional benefit expenses are not included in Total 

Annual Contract Expenses (which are calculated as a percentage of account value). 

Example

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

Investment Option: 

(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 

Investment Option’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 
14

 

 

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, Insurance Company, and Investment Options 

Concisely discuss the organization and operation or proposed operation of the Registrant. Include the 

information specified below.

(a) Insurance Company. Provide the name and address of the Insurance Company. 

(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 Insurance Company’s other 

assets;

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

than those arising from the Contracts; and

(3) the Insurance Company is obligated to pay all amounts promised to investors under the 

Contracts. 

(c) Investment Options. State that information regarding each Investment Option, including (i) its name, 

(ii) its type (e.g., Money Market Account, 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 elsewhere in the prospectus, and provide crossreferences as appropriate. 

(d) Portfolio Holdings. State that a description of the Registrant’s policies and procedures with respect 

to the disclosure of the Registrant’s portfolio securities is available (i) in the Registrant’s SAI; and (ii) 

on the Registrant’s website, if applicable. 

(e) Voting. Concisely discuss the rights of investors to instruct the Insurance Company on the voting of 

shares of the Registrant, including the manner in which votes will be allocated. 

Item 7. Management 

(a) Investment Adviser. Provide the name and address of each investment adviser of the Registrant, 

including sub advisers. Describe the investment adviser’s experience as an investment adviser and 

the advisory services that it provides to the Registrant. 

(1) Describe the compensation of each investment adviser of the Registrant as follows:

(i) If the Registrant has operated for a full fiscal year, state the aggregate fee paid to the adviser 

for the most recent fiscal year as a percentage of average net assets. If the Registrant has 

not operated for a full fiscal year, state what the adviser’s fee is as a percentage of average 

net assets, including any breakpoints.

(ii) If the adviser’s fee is not based on a percentage of average net assets (e.g., the adviser 

receives a performance- based fee), describe the basis of the adviser’s compensation. 

(2) Include a statement, adjacent to the disclosure required by paragraph (a)(1) of this Item, that a 

discussion regarding the basis for the board of directors approving any investment advisory 
15

 

 

contract of the Registrant is available in the Registrant’s annual or semi-annual report to 

investors, as applicable, and providing the period covered by the relevant annual or semi-annual 

report. 

Instructions 

1. If the Registrant changed advisers during the fiscal year, describe the compensation and the 

dates of service for each adviser. 

2. Explain any changes in the basis of computing the adviser’s compensation during the fiscal year.

3. If a Registrant has more than one investment adviser, disclose the aggregate fee paid to all of the 

advisers, rather than the fees paid to each adviser, in response to this Item. 

(b) Portfolio Manager. State the name, title, and length of service of the person or persons employed by 

or associated with the Registrant or an investment adviser of the Registrant who are primarily 

responsible for the day-to-day management of the Registrant’s portfolio (“Portfolio Manager”). For 

each Portfolio Manager identified, state the Portfolio Manager’s business experience during the past 

5 years. Include a statement, adjacent to the foregoing disclosure, that the SAI provides additional 

information about the Portfolio Manager’s compensation, other accounts managed by the Portfolio 

Manager, and the Portfolio Manager’s ownership of securities in the Registrant. If a Portfolio 

Manager is a member of a committee, team, or other group of persons associated with the Registrant 

or an investment adviser of the Registrant that is jointly and primarily responsible for the day-to-day 

management of the Registrant’s portfolio, provide a brief description of the person’s role on the 

committee, team, or other group (e.g., lead member), including a description of any limitations on the 

person’s role and the relationship between the person’s role and the roles of other persons who have 

responsibility for the day-to-day management of the Registrant’s portfolio.

Item 8. 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 
16

 

 

should include how the deduction will be allocated among Investment Options 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 

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 Insurance Company’s general account, disclose, if applicable, that any amounts 

paid by the Insurance Company 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) Investment Option Charges. State that charges are deducted from and expenses paid out of the 

assets of the Investment Options. 

(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 9. 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; 
17

 

 

(2) allocation of purchase payments among Investment Options of the Registrant; 

(3) transfer of Contract value between Investment Options 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.

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

(c) General Account. Describe the obligations under the Contract that are funded by the Insurance 

Company’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 Insurance Company’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 Insurance Company, 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 Investment Option 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 Investment Options of the Registrant

(1) Describe the risks, if any, that frequent transfers of Contract value among Investment Options 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 Insurance Company has adopted policies and procedures 

with respect to frequent transfers of Contract value among Investment Options of the Registrant. 

(3) If neither the Registrant nor Insurance Company has adopted any such policies and procedures, 

provide a statement of the specific basis for the view of the board that it is appropriate for the 

Registrant not to have such policies and procedures. 
18

 

 

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

policies and procedures, including:

(i) whether or not the Registrant or Insurance Company discourages frequent transfers of 

Contract value among Investment Options of the Registrant; 

(ii) whether or not the Registrant or Insurance Company accommodates frequent transfers of 

Contract value among Investment Options of the Registrant; and 

(iii) any policies and procedures of the Registrant or Insurance Company for deterring frequent 

transfers of Contract value among Investment Options of the Registrant, including any 

restrictions imposed by the Registrant or Insurance Company to prevent or minimize frequent 

transfers. Describe each of these policies, procedures, and restrictions with specificity. 

Indicate whether each of these restrictions applies uniformly in all cases or whether the 

restriction will not be imposed under certain circumstances, including whether each of these 

restrictions applies to trades that occur through omnibus accounts at intermediaries, such as 

investment advisers, broker-dealers, transfer agents, and third party administrators. Describe 

with specificity the circumstances under which any restriction will not be imposed. Include a 

description of the following restrictions, if applicable: 

(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 Investment Options 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 an 

Investment Option into another Investment Option 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 Insurance Company 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 Investment Options, 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 

Investment Options of the Registrant. 

Item 10. Annuity Period 

Briefly describe the annuity options available. The discussion should include: 

(a) Material factors that determine the level of annuity benefits; 
19

 

 

(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 30. 

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

annuity commencement date.

Item 11. 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 
20

 

 

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. 

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 Investment Options 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. 
21

 

 

Item 12. 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 

Investment Option, 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 Investment Options, expenses, and deduction of certain 

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

(d) Identify the method used to value the Registrant’s assets (e.g., market value, good faith 

determination, amortized cost).

Instruction. A Registrant (other than a Money Market Fund) must provide a brief explanation of the 

circumstances under which it will use fair value pricing and the effects of using fair value pricing. With 

respect to any portion of a Registrant’s assets that are invested in one or more open-end management 

investment companies that are registered under the Investment Company Act, the Registrant may briefly 

explain that the Registrant’s net asset value is calculated based upon the net asset values of the 

registered open-end management investment companies in which the Registrant invests, and that the 

prospectuses for these companies explain the circumstances under which those companies will use fair 

value pricing and the effects of using fair value pricing. 

(e) 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.

(f) Identify each principal underwriter (other than the Insurance Company) of the Contracts and state its 

principal business address. If the principal underwriter is affiliated with the Registrant, the Insurance 

Company, or any affiliated person of the Registrant or the Insurance Company, identify how they are 

affiliated (e.g., the principal underwriter is controlled by the Insurance Company). 

Item 13. 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. 
22

 

 

(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) Investment Option 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 14. 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. 

(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. 
23

 

 

Item 15. 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 16. Legal Proceedings 

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

business, to which the Registrant, or the Registrant’s investment adviser, principal underwriter, or 

Insurance Company 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 investment adviser or 

principal underwriter to perform its contract with the Registrant, or the ability of the Insurance Company 

to meet its obligations under the Contracts.

Item 17. Financial Statements 

If all of the required financial statements of the Registrant and the Insurance Company are not in the 

prospectus (see Item 31 and General Instruction C.3.(b)), 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.

Item 18. Investment Options Available Under the Contract 

Include as an Appendix under the heading “Appendix: Investment Options Available Under the Contract” 

the following legend, in the format specified below: 
24

 

 

The following is a list of Investment Options available under the Contract. More information about the 

Investment Options is available in the Statutory Prospectus for the Contract, which can be requested at 

no cost by following the instructions on [the front cover page or beginning of the Summary Prospectus]. 

The current expenses and performance information below reflects contract fees and expenses that are 

paid by each investor. Each Investment Option’s past performance is not necessarily an indication of 

future performance. 

Type/ 

Investment 

Objective 

Investment 

Option and 

Adviser/ 

Subadviser 

Current Expenses 

(excluding optional 

benefit expenses) 

Average Annual Total Returns 

(excluding optional benefit expenses

(as of 12/31/_) 

1 year 5 year 10 year 

[Insert] [Names of 

Investment 

Option and 

adviser/ 

subadviser] 

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

 

Instructions.

1. General. 

(a) Only include Investment Options under the Contract. Indicate if investments in any of the 

Investment Options are restricted (e.g., because of a “hard” or “soft” close). 

(b) 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.

(c) A Statutory Prospectus may omit the appendix described in this Item if the appendix is not 

included in a Summary Prospectus. The last sentence of the first paragraph of the legend 

preceding the table is only required in the case of a Summary Prospectus. 

(d) 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.

(e) If the availability of one or more Investment Options varies by benefit offered under the 

Contract: 

(i) 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 Investment Options.”; and 

(ii) Indicate which Investment Options 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: 
25

 

 

[Investment 

Option] 

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

Investment Option 

A 

   

Investment Option 

B 

  

Investment Option 

C 

 

Investment Option 

D 



2. Type/Investment Objective. Briefly describe each Investment Option’s type (e.g., Money Market 

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

Option’s investment objectives.

3. Investment Option and Adviser/Subadviser. State the name of each Investment Option 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 Investment Option. A Registrant also need not identify a subadviser whose sole responsibility for the Investment Option is limited to day-to-day management

of the Investment Option’s holdings of cash and cash equivalent instruments, unless the 

Investment Option is a Money Market Fund or other Investment Option with a principal 

investment strategy of regularly holding cash and cash equivalent instruments. If the Investment 

Option has three or more sub-advisers, each of which manages a portion of the Investment 

Option’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 Investment Option’s net assets. For purposes of 

this paragraph, a significant portion of an Investment Option’s net assets generally will be 

deemed to be 30% or more of the Investment Option’s net assets.

4. Current Expenses. Report “Total Annual Contract Expenses” as calculated pursuant to Item 4, 

excluding Optional Benefit Expenses, and reflecting any expense reimbursements or fee waiver 

arrangements that are in place and reported in the prospectus for the Investment Option. If 

applicable, identify each Investment Option subject to an expense reimbursement or fee waiver 

arrangement and provide a footnote stating that their annual expenses reflect temporary fee 

reductions. If the Registrant is a Multiple Class Fund, disclosures need only be made for one 

Class (i.e., the Class referenced in Instruction 5 to this item). 

5. 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 19(c)(3) of this 

Form. If the Registrant is a Multiple Class Fund, disclosures need only be made for one Class 

pursuant to Instruction 3.(a) to Item 19(c).

Item 19. Additional Information About Investment Options Available Under the Contract 

(a) Investment Objectives. Provide the following information for each Investment Option. 

(1) Investment Objectives. State the Investment Option’s investment objectives and, if applicable, 

state that those objectives may be changed without shareholder approval. 

(2) Implementation of Investment Objectives. Describe how the Investment Option intends to 

achieve its investment objectives. In the discussion: 
26

 

 

(i) Describe the Investment Option’s principal investment strategies, including the particular type 

or types of securities in which the Investment Option principally invests or will invest. 

Instructions

1. A strategy includes any policy, practice, or technique used by the Investment Option to 

achieve its investment objectives. 

2. Whether a particular strategy, including a strategy to invest in a particular type of security, 

is a principal investment strategy depends on the strategy’s anticipated importance in 

achieving the Registrant’s investment objectives, and how the strategy affects the 

Investment Option’s potential risks and returns. In determining what is a principal 

investment strategy, consider, among other things, the amount of the Investment Option’s 

assets expected to be committed to the strategy, the amount of the Investment Option’s 

assets expected to be placed at risk by the strategy, and the likelihood of the Investment 

Option losing some or all of those assets from implementing the strategy. 

3. A negative strategy (e.g., a strategy not to invest in a particular type of security or not to 

borrow money) is not a principal investment strategy.

4. Disclose any policy to concentrate in securities of issuers in a particular industry or group 

of industries (i.e., investing more than 25% of an Investment Option’s net assets in a 

particular industry or group of industries).

5. Disclose any other policy specified in Item 22(b)(1) that is a principal investment strategy 

of the Investment Option. 

6. Disclose, if applicable, that the Investment Option may, from time to time, take temporary 

defensive positions that are inconsistent with the Investment Option’s principal investment 

strategies in attempting to respond to adverse market, economic, political, or other 

conditions. Also disclose the effect of taking such a temporary defensive position (e.g., 

that the Registrant may not achieve its investment objective). 

7. Disclose whether the Investment Option (if not a Money Market Account) may engage in 

active and frequent trading of portfolio securities to achieve its principal investment 

strategies. If so, explain the tax consequences to investors of increased portfolio turnover, 

and how the tax consequences of, or trading costs associated with, an Investment Option’s 

portfolio turnover may affect the Investment Option’s performance. 

(ii) Explain in general terms how the Investment Option decides which securities to buy and sell 

(e.g., for an equity fund, discuss, if applicable, whether the Investment Option emphasizes 

value or growth or blends the two approaches). 

 

(b) Risks. Disclose the principal risks of investing in the Investment Option(s), including the risks to 

which the Investment Option’s particular portfolio as a whole is expected to be subject and the 

circumstances reasonably likely to affect adversely the Investment Option’s accumulation unit 

values, yield, or total return. 

 

(c) Performance. Provide the following for each Investment Option. 
27

 

 

(1) Include the bar chart and table required by paragraphs (c)(2) and (3) of this Item. Provide a brief 

explanation of how the information illustrates the variability of the Investment Option’s returns 

(e.g., by stating that the information provides some indication of the risks of investing in the 

Registrant by showing changes in the Investment Option’s performance from year to year and by 

showing how the Investment Option’s average annual returns for 1, 5, and 10 years compare with 

those of a broad measure of market performance). Provide a statement to the effect that the 

Registrant’s past performance is not necessarily an indication of how the Investment Option will 

perform in the future. If applicable, include a statement explaining that updated performance 

information is available and providing a web site address and/or toll-free (or collect) telephone 

number where the updated information may be obtained. 

(2) If the Investment Option has annual returns for at least one calendar year, provide a bar chart 

showing the Investment Option’s annual total returns for each of the last 10 calendar years (or for 

the life of the Investment Option if less than 10 years), but only for periods subsequent to the 

effective date of the Registrant’s registration statement. Present the corresponding numerical 

return adjacent to each bar. If the Registrant’s fiscal year is other than a calendar year, include 

the year-to-date return information as of the end of the most recent quarter in a footnote to the 

bar chart. Following the bar chart, disclose the Investment Option’s highest and lowest return for 

a quarter during the 10 years or other period of the bar chart. 

(3) If the Investment Option has annual returns for at least one calendar year, provide a table 

showing the Investment Option’s average annual total return. All returns should be shown for 1-, 

5-, and 10- calendar year periods ending on the date of the most recently completed calendar 

year (or for the life of the Investment Option, if shorter), but only for periods subsequent to the 

effective date of the Registrant’s registration statement. The table also should show the returns 

of an appropriate broad-based securities market index for the same periods. An Investment 

Option that has been in existence for more than 10 years also may include returns for the life of 

the Investment Option. A Money Market Account may provide the Investment Option’s 7-day yield 

ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone 

number that investors can use to obtain the Investment Option’s current 7-day yield. For each

Investment Option, provide the information in the following table with the specified captions: 

Performance reflects Contract fees and expenses that are paid by each investor. This performance does 

not reflect optional benefit expenses. 

 

AVERAGE ANNUAL TOTAL RETURNS 

(For the period ended December 31, ___) 

1 year 5 years 

(or Life of 

Investment Option) 

10 years 

(or Life of Investment 

Option) 

Average Annual Total Returns % % % 

Index (reflects no deduction for 

[fees, expenses, or taxes])

% % % 

Instructions

1. Bar Chart.
28

 

 

(a) Provide annual total returns beginning with the earliest calendar year. 

(i) Assume an initial investment made at the net asset value calculated on the last business 

day before the first day of each period shown.

(ii) Do not reflect sales loads or account fees in the initial investment, but, if sales loads or 

account fees are imposed, note that they are not reflected in total return. 

(iii) Reflect any sales load assessed upon reinvestment of dividends or distributions.

(iv) Assume a redemption at the price calculated on the last business day of each period 

shown.

(v) For a period less than a full calendar year, state the total return for the period and disclose 

that total return is not annualized in a note to the chart. 

(vi) If a Registrant’s units are sold subject to a sales load or account fees, state that sales 

loads or account fees are not reflected in the bar chart and that, if these amounts were 

reflected, returns would be less than those shown. 

(b) For an Investment Option that provides annual total returns for only one calendar year or for 

an Investment Option that does not include the bar chart because it does not have annual 

returns for a full calendar year, modify, as appropriate, the narrative explanation required by 

paragraph (c)(1) of this Item (e.g., by stating that the information gives some indication of the 

risks of an investment in the Investment Option by comparing the Investment Option’s 

performance with a broad measure of market performance). 

2. Table.

(a) For purposes of this table, an “appropriate broad-based securities market index” is one that is 

administered by an organization that is not an affiliated person of the Registrant, its 

investment adviser, or principal underwriter, unless the index is widely recognized and used. 

Adjust the index to reflect the reinvestment of dividends on securities in the index, but do not 

reflect the expenses of the Registrant. 

(b) Calculate a Money Market Account’s 7-day yield under Item 29(a) and the Investment Option’s 

average annual total return under Item 29(b)(1). 

(c) An Investment Option is encouraged to compare its performance not only to the required 

broad-based index, but also to other more narrowly based indexes that reflect the market 

sectors in which the Investment Option invests. An Investment Option also may compare its 

performance to an additional broad-based index, or to a non-securities index (e.g., the 

Consumer Price Index), so long as the comparison is not misleading. If an additional index is 

included, disclose information about the additional index in the narrative explanation 

accompanying the bar chart and table (e.g., by stating that the information shows how the 

Investment Option’s performance compares with the returns of an index of funds with similar 

investment objectives). 

(d) If the Investment Option selects an index that is different from the index used in a table for 

the immediately preceding period, explain the reason(s) for the selection of a different index 

and provide information for both the newly selected and the former index. 
29

 

 

(e) An Investment Option (other than a Money Market Account) may include the Investment 

Option’s yield calculated under Item 29(b)(2). If an Investment Option’s yield is included, 

provide a toll-free (or collect) telephone number that investors can use to obtain current yield 

information.

3. Multiple Class Funds.

(a) When a Multiple Class Fund presents information for more than one Class together in 

response to this Item, provide annual total returns in the bar chart for only one of those 

Classes. The Multiple Class Fund can select which Class to include (e.g., the oldest Class, the 

Class with the greatest net assets) if the Multiple Class Fund: 

(i) Selects the Class with 10 or more years of annual returns if other Classes have fewer than 

10 years of annual returns; 

(ii) Selects the Class with the longest period of annual returns when the Classes all have 

fewer than 10 years of returns; and 

(iii) If the Multiple Class Fund provides annual total returns in the bar chart for a Class that is 

different from the Class selected for the most immediately preceding period, explain in a 

footnote to the bar chart the reasons for the selection of a different Class. 

(b) When a Multiple Class Fund offers a new Class in a prospectus and separately presents 

information for the new Class in response to this Item, include the bar chart with annual total 

returns for any other existing Class for the first year that the Class is offered. Explain in a 

footnote that the returns are for a Class that is not presented that would have substantially 

similar annual returns because the shares are invested in the same portfolio of securities and 

the annual returns would differ only to the extent that the Classes do not have the same 

expenses. Include return information for the other Class reflected in the bar chart in the 

performance table. 

(c) When a Multiple Class Fund presents information for more than one Class together in 

response to this Item: 

(i) Provide the average annual total returns required this Item for each of the Classes. 

(ii) All returns shown should be identified by Class.

(d) If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after 

a stated period, compute average annual total returns in the table by using the returns of the 

other Class for the period after conversion. 

4. Change in Investment Adviser. If the Investment Option has not had the same investment adviser 

during the last 10 calendar years, the Investment Option may begin the bar chart and the 

performance information in the table on the date that the current adviser began to provide 

advisory services to the Investment Option so long as:

(a) Neither the current adviser nor any affiliate is or has been in “control” of the previous adviser 

under section 2(a)(9) of the Investment Company Act [15 U.S.C. 80a-2(a)(9)];
30

 

 

(b) The current adviser employs no officer(s) of the previous adviser or employees of the previous 

adviser who were responsible for providing investment advisory or portfolio management 

services to the Registrant; and 

(c) The graph is accompanied by a statement explaining that previous periods during which the 

Investment Option was advised by another investment adviser are not shown.
31

 

 

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION 

Item 20. 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 Insurance Company’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 21. General Information and History 

(a) Insurance Company. Provide the date and form of organization of the Insurance Company, the name 

of the state or other jurisdiction in which the Insurance Company is organized, and a description of 

the general nature of the Insurance Company’s business. 

Instruction. The description of the Insurance Company’s business should be short and need not list all of 

the businesses in which the Insurance Company 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., separate 

account and an open-end investment company). 

(c) History of Insurance Company and Registrant. If the Insurance Company’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 Insurance Company 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 Insurance Company during the past five years. 

(d) Ownership of Investment Option Assets. If 10 percent or more of the assets of any Investment 

Option are not attributable to Contracts or to accumulated deductions or reserves (e.g., initial capital 
32

 

 

contributed by the Insurance Company), state what percentage those assets are of the total assets of 

the Registrant. If the Insurance Company, or any other person controlling the assets, has any present 

intention of removing the assets from the Investment Option, so state. 

(e) Control of Insurance Company. State the name of each person who controls the Insurance Company 

and the nature of its business.

Instruction. If the Insurance Company 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 22. Investment Objectives and Risks 

Instruction. If the Registrant offers more than one Investment Option under the Contract, provide the 

requested information for each Investment Option. Otherwise, the requested information may be 

provided at the Registrant level. 

 

(a) Investment Strategies and Risks. Describe any investment strategies, including a strategy to invest 

in a particular type of security, used by an investment adviser of the Registrant in managing the 

Registrant that are not principal strategies and the risks of those strategies. 

(b) Registrant Policies. 

(1) Describe the Registrant’s policy with respect to each of the following: 

(i) Issuing senior securities; 

(ii) Borrowing money, including the purpose for which the proceeds will be used; 

(iii) Underwriting securities of other issuers; 

(iv) Concentrating investments in a particular industry or group of industries;

(v) Purchasing or selling real estate or commodities;

(vi) Making loans; and

(vii)Any other policy that the Registrant deems fundamental or that may not be changed without 

shareholder approval, including, if applicable, Registrant’s investment objectives. 

Instruction. If the Registrant reserves freedom of action with respect to any practice specified in 

paragraph (b)(1) of this Item, state the maximum percentage of assets to be devoted to the practice 

and disclose the risks of the practice. 

(2) State whether shareholder approval is necessary to change any policy specified in paragraph 

(b)(1) of this Item. If so, describe the vote required to obtain this approval. 

(c) Temporary Defensive Position. Disclose, if applicable, the types of investments that a Registrant may 

make while assuming a temporary defensive position described in response to Item 19(a). 

(d) Portfolio Turnover. Explain any significant variation in the Registrant’s portfolio turnover rates over 

the two most recently completed fiscal years or any anticipated variation in the portfolio turnover rate 

from that reported for the last fiscal year in response to Item 4. 
33

 

 

Instruction. This paragraph does not apply to a Money Market Fund or a Money Market Account. 

(e) Disclosure of Portfolio Holdings

(1) Describe the Registrant’s policies and procedures with respect to the disclosure of the 

Registrant’s portfolio securities to any person, including:

(i) How the policies and procedures apply to disclosure to different categories of persons, 

including individual investors, institutional investors, intermediaries that distribute the 

Registrant’s units, third-party service providers, rating and ranking organizations, and 

affiliated persons of the Registrant; 

(ii) Any conditions or restrictions placed on the use of information about portfolio securities that is 

disclosed, including any requirement that the information be kept confidential or prohibitions 

on trading based on the information, and any procedures to monitor the use of this 

information;

(iii) The frequency with which information about portfolio securities is disclosed, and the length of 

the lag, if any, between the date of the information and the date on which the information is 

disclosed;

(iv) Any policies and procedures with respect to the receipt of compensation or other 

consideration by the Registrant, its investment adviser, or any other party in connection with 

the disclosure of information about portfolio securities;

(v) The individuals or categories of individuals who may authorize disclosure of the Registrant’s 

portfolio securities (e.g., executive officers of the Registrant); 

(vi) The procedures that the Registrant uses to ensure that disclosure of information about 

portfolio securities is in the best interests of investors in the Registrant, including procedures 

to address conflicts between the interests of investors in the Registrant, on the one hand, and 

those of the Registrant’s investment adviser; principal underwriter; or any affiliated person of 

the Registrant, its investment adviser, or its principal underwriter, on the other; and 

(vii)The manner in which the board of directors exercises oversight of disclosure of the 

Registrant’s portfolio securities.

Instruction. Include any policies and procedures of the Registrant’s investment adviser, or any other 

third party, that the Registrant uses, or that are used on the Registrant’s behalf, with respect to the 

disclosure of the Registrant’s portfolio securities to any person. 

(2) Describe any ongoing arrangements to make available information about the Registrant’s 

portfolio securities to any person, including the identity of the persons who receive information 

pursuant to such arrangements. Describe any compensation or other consideration received by 

the Registrant, its investment adviser, or any other party in connection with each such 

arrangement, and provide the information described by paragraphs (e)(1)(ii), (iii), and (v) of this 

Item with respect to such arrangements. 
34

 

 

Instructions 

1. The consideration required to be disclosed by paragraph (e)(2) of this Item includes any 

agreement to maintain assets in the Registrant or in other investment companies or accounts 

managed by the investment adviser or by any affiliated person of the investment adviser. 

2. The Registrant is not required to describe an ongoing arrangement to make available 

information about the Registrant’s portfolio securities pursuant to this Item, if, not later than 

the time that the Registrant makes the portfolio securities information available to any person 

pursuant to the arrangement, the Registrant discloses the information in a publicly available 

filing with the Commission that is required to include the information.

3. The Registrant is not required to describe an ongoing arrangement to make available 

information about the Registrant’s portfolio securities pursuant to this Item if:

(a) the Registrant makes the portfolio securities information available to any person pursuant 

to the arrangement no earlier than the day next following the day on which the Registrant 

makes the information available on its website in the manner specified in its prospectus 

pursuant to paragraph (b) of this Instruction 3; and 

(b) the Registrant has disclosed in its current prospectus that the portfolio securities 

information will be available on its website, including (1) the nature of the information that 

will be available, including both the date as of which the information will be current (e.g., 

month-end) and the scope of the information (e.g., complete portfolio holdings, 

Registrant’s largest 20 holdings); (2) the date when the information will first become 

available and the period for which the information will remain available, which shall end no 

earlier than the date on which the Registrant files its Form N-CSR or Form N-PORT for the 

last month of the Registrant’s first or third fiscal quarters with the Commission for the 

period that includes the date as of which the website information is current; and (3) the 

location on the Registrant’s website where either the information or a prominent hyperlink 

(or series of prominent hyperlinks) to the information will be available. 

(f) Money Market Fund Material Events. In the case of a Registrant holding itself out as a Money Market 

Fund or an Investment Option holding itself out as a Money Market Account (except any Money 

Market Fund or Money Market Account that is not subject to the requirements of rules 2a-7(c)(2)(i) 

and/or (ii) under the Investment Company Act [17 CFR §§ 270.2a–7(c)(2)(i) and/or (ii)] pursuant to 

rule 2a–7(c)(2)(iii) under the Investment Company Act [17 CFR 270.2a-7(c)(2)(iii)], and has not 

chosen to rely on the ability to impose liquidity fees and suspend redemptions consistent with the 

requirements of rules 2a–7(c)(2)(i) and/or (ii)) disclose, as applicable, the following events: 

(1) Imposition of Liquidity Fees and Temporary Suspensions of Registrant Redemptions.

(i) During the last 10 years, any occasion on which the Registrant has invested less than ten 

percent of its total assets in weekly liquid assets (as provided in rule 2a–7(c)(2)(ii)), and with 

respect to each such occasion, whether the Registrant’s board of directors determined to 

impose a liquidity fee pursuant to rule 2a–7(c)(2)(ii) and/or temporarily suspend the 

Registrant’s redemptions pursuant to rule 2a–7(c)(2)(i).

(ii) During the last 10 years, any occasion on which the Registrant has invested less than thirty 

percent, but more than ten percent, of its total assets in weekly liquid assets (as provided in 

rule 2a–7(c)(2)(i)) and the Registrant’s board of directors has determined to impose a liquidity 
35

 

 

fee pursuant to rule 2a–7(c)(2)(i) and/or temporarily suspend the Registrant’s redemptions 

pursuant to rule 2a–7(c)(2)(i).

Instructions 

1. With respect to each such occasion, disclose: the dates and length of time for which the 

Registrant invested less than ten percent (or thirty percent, as applicable) of its total assets in 

weekly liquid assets; the dates and length of time for which the Registrant’s board of directors 

determined to impose a liquidity fee pursuant to rule 2a–7(c)(2)(i) or rule 2a–7(c)(2)(ii), 

and/or temporarily suspend the Registrant’s redemptions pursuant to rule 2a–7(c)(2)(i); and 

the size of any liquidity fee imposed pursuant to rule 2a–7(c)(2)(i) or rule 2a–7(c)(2)(ii).

2. The disclosure required by paragraph (f)(1) of this Item should incorporate, as appropriate, 

any information that the Registrant is required to report to the Commission on Items E.1, E.2, 

E.3, E.4, F.1, F.2, and G.1 of Form N–CR [17 CFR 274.222].

 

3. The disclosure required by paragraph (f)(1) of this Item should conclude with the following 

statement: “The Registrant was required to disclose additional information about this event 

[or “these events,” as appropriate] on Form N–CR and to file this form with the Securities and 

Exchange Commission. Any Form N–CR filing submitted by the Registrant is available on the 

EDGAR Database on the Securities and Exchange Commission’s website at 

http://www.sec.gov.” 

(2) Financial Support Provided to Money Market Funds or Money Market Accounts. During the last 

10 years, any occasion on which an affiliated person, promoter, or principal underwriter of the 

Registrant, or an affiliated person of such a person, provided any form of financial support to the 

Registrant, including a description of the nature of support, person providing support, brief 

description of the relationship between the person providing support and the Registrant, date 

support provided, amount of support, security supported (if applicable), and the value of security 

supported on date support was initiated (if applicable).

Instructions 

1. The term “financial support” includes any capital contribution, purchase of a security from the 

Registrant in reliance on rule 17a–9 under the Investment Company Act [17 CFR 270.17a-9], 

purchase of any defaulted or devalued security at par, execution of letter of credit or letter of 

indemnity, capital support agreement (whether or not the Registrant ultimately received 

support), performance guarantee, or any other similar action reasonably intended to increase 

or stabilize the value or liquidity of the Registrant’s portfolio; excluding, however, any routine 

waiver of fees or reimbursement of Registrant expenses, routine inter-fund lending, routine 

inter-fund purchases of Registrant shares, or any action that would qualify as financial support 

as defined above, that the board of directors has otherwise determined not to be reasonably 

intended to increase or stabilize the value or liquidity of the Registrant’s portfolio. 

2. If during the last 10 years, the Registrant has participated in one or more mergers with 

another investment company (a “merging investment company”), provide the information 

required by paragraph (f)(2) of this Item with respect to any merging investment company as 

well as with respect to the Registrant; for purposes of this Instruction, the term “merger” 

means a merger, consolidation, or purchase or sale of substantially all of the assets between 

the Registrant and a merging investment company. If the person or entity that previously 

provided financial support to a merging investment company is not currently an affiliated 

person, promoter, or principal underwriter of the Registrant, the Registrant need not provide 
36

 

 

the information required by paragraph (f)(2) of this Item with respect to that merging 

investment company.

3. The disclosure required by paragraph (f)(2) of this Item should incorporate, as appropriate, 

any information that the Registrant is required to report to the Commission on Items C.1, C.2, 

C.3, C.4, C.5, C.6, and C.7 of Form N–CR [17 CFR 274.222].

4. The disclosure required by paragraph (f)(2) of this Item should conclude with the following 

statement: “The Registrant was required to disclose additional information about this event 

[or “these events,” as appropriate] on Form N–CR and to file this form with the Securities and 

Exchange Commission. Any Form N–CR filing submitted by the Registrant is available on the 

EDGAR Database on the Securities and Exchange Commission’s website at 

http://www.sec.gov.”

Item 23. Management of the Registrant 

Instructions 

1. For purposes of this Item, the terms below have the following meanings: 

(a) The term “family of investment companies” means any two or more registered investment 

companies that:

(i) Share the same investment adviser or principal underwriter; and 

(ii) Hold themselves out to investors as related companies for purposes of investment and 

investor services. 

(b) The term “fund complex” means two or more registered investment companies that: 

(i) Hold themselves out to investors as related companies for purposes of investment and 

investor services; or 

(ii) Have a common investment adviser or have an investment adviser that is an affiliated 

person of the investment adviser of any of the other registered investment companies. 

(c) The term “immediate family member” means a person’s spouse; child residing in the person’s 

household (including step and adoptive children); and any dependent of the person, as 

defined in section 152 of the Internal Revenue Code (26 U.S.C. 152). 

(d) The term “officer” means the president, vice-president, secretary, treasurer, controller, or any 

other officer who performs policy-making functions.

2. When providing information about directors, furnish information for directors who are interested 

persons of the Registrant separately from the information for directors who are not interested 

persons of the Registrant. For example, when furnishing information in a table, you should 

provide separate tables (or separate sections of a single table) for directors who are interested 

persons and for directors who are not interested persons. When furnishing information in 

narrative form, indicate by heading or otherwise the directors who are interested persons and the 

directors who are not interested persons. 
37

 

 

(a) Management Information.

(1) Provide the information required by the following table for each member of the board of managers 

(“director”) and officer of the Registrant, and, if the Registrant has an advisory board, member of 

the board. Explain in a footnote to the table any family relationship between the persons listed. 

(1) (2) (3) (4) (5) (6)

Name, 

Address 

and Age

Position(s) 

Held with 

Registrant 

Term of 

Office 

and 

Length of 

Time 

Served 

Principal 

Occupation(s) 

During Past 

5 Years 

Number of 

Portfolios in 

Fund Complex 

Overseen by 

Director 

 Other 

Directorships 

Held by 

Director 

Instructions

 

1. For purposes of this paragraph, the term “family relationship” means any relationship by 

blood, marriage, or adoption, not more remote than first cousin.

2. For each director who is an interested person of the Registrant, describe, in a footnote or 

otherwise, the relationship, events, or transactions by reason of which the director is an 

interested person. 

3. State the principal business of any company listed under column (4) unless the principal 

business is implicit in its name.

4. Indicate in column (6) directorships not included in column (5) that are held by a director in 

any company with a class of securities registered pursuant to section 12 of the Exchange Act 

[15 U.S.C. 78l] or subject to the requirements of section 15(d) of the Exchange Act [15 U.S.C. 

78o(d)] or any company registered as an investment company under the Investment Company 

Act, and name the companies in which the directorships are held. Where the other 

directorships include directorships overseeing two or more portfolios in the same fund 

complex, identify the fund complex and provide the number of portfolios overseen as a 

director in the fund complex rather than listing each portfolio separately. 

(2) For each individual listed in column (1) of the table required by paragraph (a)(1) of this Item, except 

for any director who is not an interested person of the Registrant, describe any positions, including 

as an officer, employee, director, or general partner, held with affiliated persons or principal 

underwriters of the Registrant. 

Instruction. When an individual holds the same position(s) with two or more registered investment 

companies that are part of the same fund complex, identify the fund complex and provide the 

number of registered investment companies for which the position(s) are held rather than listing 

each registered investment company separately. 

(3) Describe briefly any arrangement or understanding between any director or officer and any other 

person(s) (naming the person(s)) pursuant to which he was selected as a director or officer. 

Instruction. Do not include arrangements or understandings with directors or officers acting solely in 

their capacities as such.
38

 

 

(b) Leadership Structure and Board of Directors

(1) Briefly describe the leadership structure of the Registrant’s board, including the responsibilities of 

the board of directors with respect to the Registrant’s management and whether the chairman of 

the board is an interested person of the Registrant. If the chairman of the board is an interested 

person of the Registrant, disclose whether the Registrant has a lead independent director and 

what specific role the lead independent director plays in the leadership of the Registrant. This 

disclosure should indicate why the Registrant has determined that its leadership structure is 

appropriate given the specific characteristics or circumstances of the Registrant. In addition, 

disclose the extent of the board’s role in the risk oversight of the Registrant, such as how the 

board administers its oversight function and the effect that this has on the board’s leadership 

structure. 

(2) Identify the standing committees of the Registrant’s board of directors, and provide the following 

information about each committee:

(i) A concise statement of the functions of the committee; 

(ii) The members of the committee; 

(iii) The number of committee meetings held during the last fiscal year; and 

(iv) If the committee is a nominating or similar committee, state whether the committee will 

consider nominees recommended by security holders and, if so, describe the procedures to be 

followed by security holders in submitting recommendations.

(3) (i) Unless disclosed in the table required by paragraph (a)(1) of this Item, describe any positions, 

including as an officer, employee, director, or general partner, held by any director who is not 

an interested person of the Registrant, or immediate family member of the director, during the 

two most recently completed calendar years with: 

(A) The Registrant; 

(B) An investment company, or a person that would be an investment company but for the 

exclusions provided by sections 3(c)(1) and 3(c)(7) of the Investment Company Act [15 

U.S.C. 80a-3(c)(1) and (c)(7)], having the same Insurance Company, investment adviser or 

principal underwriter as the Registrant or having an Insurance Company, investment 

adviser or principal underwriter that directly or indirectly controls, is controlled by, or is 

under common control with the Insurance Company or an investment adviser or principal 

underwriter of the Registrant; 

(C) The Insurance Company or an investment adviser, principal underwriter, or affiliated 

person of the Registrant; or 

(D) Any person directly or indirectly controlling, controlled by, or under common control with 

the Insurance Company or an investment adviser or principal underwriter of the 

Registrant. 

(ii) Unless disclosed in the table required by paragraph (a)(1) of this Item or in response to 

paragraph (b)(3)(i) of this Item, indicate any directorships held during the past five years by 

each director in any company with a class of securities registered pursuant to section 12 of 

the Securities Exchange Act [15 U.S.C. 78l] or subject to the requirements of section 15(d) of 
39

 

 

the Securities Exchange Act [15 U.S.C. 78o(d)] or any company registered as an investment 

company under the Investment Company Act, and name the companies in which the 

directorships were held. 

Instruction. When an individual holds the same position(s) with two or more portfolios that are part 

of the same fund complex, identify the fund complex and provide the number of portfolios for which 

the position(s) are held rather than listing each portfolio separately.

(4) For each director, state the dollar range of equity securities beneficially owned by the director as 

required by the following table: 

(i) In the Registrant; and

(ii) On an aggregate basis, in any registered investment companies overseen by the director 

within the same family of investment companies as the Registrant. 

(1) (2) (3)

Name of 

Director 

Dollar Range 

of Equity 

Securities in 

the 

Registrant 

Aggregate Dollar Range of 

Equity Securities in All 

Registered Investment 

Companies Overseen by 

Director in Family of Investment 

Companies

Instructions 

 

1. Information should be provided as of the end of the most recently completed calendar year. 

Specify the valuation date by footnote or otherwise. 

2. Determine “beneficial ownership” in accordance with rule 16a-1(a)(2) under the Exchange Act 

[17 CFR 240.16a-1(a)(2)].

3. If the SAI covers more than one Investment Option, disclose in column (2) the dollar range of 

equity securities beneficially owned by a director in each Investment Option overseen by the 

director. 

4. In disclosing the dollar range of equity securities beneficially owned by a director in columns 

(2) and (3), use the following ranges: none, $1–$10,000, $10,001–$50,000, $50,001–

$100,000, or over $100,000.

(5) For each director who is not an interested person of the Registrant, and his immediate family 

members, furnish the information required by the following table as to each class of securities 

owned beneficially or of record in. 

(i) The Insurance Company or an investment adviser or principal underwriter of the Registrant; or 

(ii) A person (other than a registered investment company) directly or indirectly controlling, 

controlled by, or under common control with the Insurance Company or an investment adviser 

or principal underwriter of the Registrant: 
40

 

 

(1) (2) (3) (4) (5) (6)

Name of 

Director 

Name of 

Owners and 

Relationships 

to Director

Company Title of Class Value of 

Securities 

Percent of 

Class

Instructions

 

1. Information should be provided as of the end of the most recently completed calendar year. 

Specify the valuation date by footnote or otherwise. 

2. An individual is a “beneficial owner” of a security if he is a “beneficial owner” under either rule 

13d-3 or rule 16a-1(a)(2) under the Exchange Act [17 CFR 240.13d-3 or 240.16a-1(a)(2)].

3. Identify the company in which the director or immediate family member of the director owns 

securities in column (3). When the company is a person directly or indirectly controlling, 

controlled by, or under common control with the Insurance Company or an investment adviser 

or principal underwriter, describe the company’s relationship with the Insurance Company,

investment adviser, or principal underwriter. 

4. Provide the information required by columns (5) and (6) on an aggregate basis for each 

director and his immediate family members.

(6) Unless disclosed in response to paragraph (b)(5) of this Item, describe any direct or indirect 

interest, the value of which exceeds $120,000, of each director who is not an interested person 

of the Registrant, or immediate family member of the director, during the two most recently 

completed calendar years, in: 

(i) The Insurance Company or an investment adviser or principal underwriter of the Registrant; or 

(ii) A person (other than a registered investment company) directly or indirectly controlling, 

controlled by, or under common control with the Insurance Company or an investment adviser 

or principal underwriter of the Registrant. 

Instructions 

1. A director or immediate family member has an interest in a company if he is a party to a 

contract, arrangement, or understanding with respect to any securities of, or interest in, the 

company

2. The interest of the director and the interests of his immediate family members should be 

aggregated in determining whether the value exceeds $120,000. 

(7) Describe briefly any material interest, direct or indirect, of any director who is not an interested 

person of the Registrant, or immediate family member of the director, in any transaction, or series 

of similar transactions, during the two most recently completed calendar years, in which the 

amount involved exceeds $120,000 and to which any of the following persons was a party: 

(i) The Registrant; 
41

 

 

(ii) An officer of the Registrant; 

(iii) An investment company, or a person that would be an investment company but for the 

exclusions provided by sections 3(c)(1) and 3(c)(7) of the Investment Company Act [15 U.S.C. 

80a-3(c)(1) and (c)(7)], having the same Insurance Company, investment adviser or principal 

underwriter as the Registrant or having an Insurance Company, investment adviser or 

principal underwriter that directly or indirectly controls, is controlled by, or is under common 

control with an Insurance Company, investment adviser or principal underwriter of the 

Registrant; 

(iv) An officer of an investment company, or a person that would be an investment company but 

for the exclusions provided by sections 3(c)(1) and 3(c)(7) [15 U.S.C. 80a-3(c)(1) and (c)(7)], 

having the same Insurance Company, investment adviser or principal underwriter as the 

Registrant or having an Insurance Company, investment adviser or principal underwriter that 

directly or indirectly controls, is controlled by, or is under common control with the Insurance 

Company or an investment adviser or principal underwriter of the Registrant; 

(v) The Insurance Company or an investment adviser or principal underwriter of the Registrant; 

(vi) An officer of the Insurance Company or an investment adviser or principal underwriter of the 

Registrant; 

(vii)A person directly or indirectly controlling, controlled by, or under common control with the 

Insurance Company or an investment adviser or principal underwriter of the Registrant; or 

(viii) An officer of a person directly or indirectly controlling, controlled by, or under common control 

with the Insurance Company or an investment adviser or principal underwriter of the 

Registrant. 

Instructions 

1. Include the name of each director or immediate family member whose interest in any 

transaction or series of similar transactions is described and the nature of the circumstances 

by reason of which the interest is required to be described. 

2. State the nature of the interest, the approximate dollar amount involved in the transaction, 

and, where practicable, the approximate dollar amount of the interest. 

3. In computing the amount involved in the transaction or series of similar transactions, include 

all periodic payments in the case of any lease or other agreement providing for periodic 

payments.

4. Compute the amount of the interest of any director or immediate family member of the 

director without regard to the amount of profit or loss involved in the transaction(s).

5. As to any transaction involving the purchase or sale of assets, state the cost of the assets to 

the purchaser and, if acquired by the seller within two years prior to the transaction, the cost 

to the seller. Describe the method used in determining the purchase or sale price and the 

name of the person making the determination. 

6. Disclose indirect, as well as direct, material interests in transactions. A person who has a 

position or relationship with, or interest in, a company that engages in a transaction with one 
42

 

 

of the persons listed in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item may have an 

indirect interest in the transaction by reason of the position, relationship, or interest. The 

interest in the transaction, however, will not be deemed “material” within the meaning of 

paragraph (b)(7) of this Item where the interest of the director or immediate family member 

arises solely from the holding of an equity interest (including a limited partnership interest, but 

excluding a general partnership interest) or a creditor interest in a company that is a party to 

the transaction with one of the persons specified in paragraphs (b)(7)(i) through (b)(7)(viii) of 

this Item, and the transaction is not material to the company.

7. The materiality of any interest is to be determined on the basis of the significance of the 

information to investors in light of all the circumstances of the particular case. The 

importance of the interest to the person having the interest, the relationship of the parties to 

the transaction with each other, and the amount involved in the transaction are among the 

factors to be considered in determining the significance of the information to investors. 

8. No information need be given as to any transaction where the interest of the director or 

immediate family member arises solely from the ownership of securities of a person specified 

in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item and the director or immediate family 

member receives no extra or special benefit not shared on a pro rata basis by all holders of 

the Class of securities. 

9. Transactions include loans, lines of credit, and other indebtedness. For indebtedness, 

indicate the largest aggregate amount of indebtedness outstanding at any time during the 

period, the nature of the indebtedness and the transaction in which it was incurred, the 

amount outstanding as of the end of the most recently completed calendar year, and the rate 

of interest paid or charged. 

10.No information need be given as to any routine, retail transaction. For example, the 

Registrant need not disclose that a director has a credit card, bank or brokerage account, 

residential mortgage, or insurance policy with a person specified in paragraphs (b)(7)(i) 

through (b)(7)(viii) of this Item unless the director is accorded special treatment.

(8) Describe briefly any direct or indirect relationship, in which the amount involved exceeds 

$120,000, of any director who is not an interested person of the Registrant, or immediate family 

member of the director, that existed at any time during the two most recently completed calendar 

years with any of the persons specified in paragraphs (b)(7)(i) through (b)(7)(viii) of this Item. 

Relationships include.

(i) Payments for property or services to or from any person specified in paragraphs (b)(7)(i) 

through (b)(7)(viii) of this Item; 

(ii) Provision of legal services to any person specified in paragraphs (b)(7)(i) through (b)(7)(viii) of 

this Item; 

(iii) Provision of investment banking services to any person specified in paragraphs (b)(7)(i) 

through (b)(7)(viii) of this Item, other than as a participating underwriter in a syndicate; and

(iv) Any consulting or other relationship that is substantially similar in nature and scope to the 

relationships listed in paragraphs (b)(8)(i) through (b)(8)(iii) of this Item.
43

 

 

Instructions 

1. Include the name of each director or immediate family member whose relationship is 

described and the nature of the circumstances by reason of which the relationship is required 

to be described. 

2. State the nature of the relationship and the amount of business conducted between the 

director or immediate family member and the person specified in paragraphs (b)(7)(i) through 

(b)(7)(viii) of this Item as a result of the relationship during the two most recently completed 

calendar years. 

3. In computing the amount involved in a relationship, include all periodic payments in the case 

of any agreement providing for periodic payments.

4. Disclose indirect, as well as direct, relationships. A person who has a position or relationship 

with, or interest in, a company that has a relationship with one of the persons listed in 

paragraphs (b)(7)(i) through (b)(7)(viii) of this Item may have an indirect relationship by reason 

of the position, relationship, or interest. 

5. In determining whether the amount involved in a relationship exceeds $120,000, amounts 

involved in a relationship of the director should be aggregated with those of his immediate 

family members. 

6. In the case of an indirect interest, identify the company with which a person specified in 

paragraphs (b)(7)(i) through (b)(7)(viii) of this Item has a relationship; the name of the director 

or immediate family member affiliated with the company and the nature of the affiliation; and 

the amount of business conducted between the company and the person specified in 

paragraphs (b)(7)(i) through (b)(7)(viii) of this Item during the two most recently completed 

calendar years. 

7. In calculating payments for property and services for purposes of paragraph (b)(8)(i) of this 

Item, the following may be excluded: 

(a) Payments where the transaction involves the rendering of services as a common contract 

carrier, or public utility, at rates or charges fixed in conformity with law or governmental 

authority; or

(b) Payments that arise solely from the ownership of securities of a person specified in 

paragraphs (b)(7)(i) through (b)(7)(viii) of this Item and no extra or special benefit not 

shared on a pro rata basis by all holders of the class of securities is received. 

8. No information need be given as to any routine, retail relationship. For example, the 

Registrant need not disclose that a director has a credit card, bank or brokerage account, 

residential mortgage, or insurance policy with a person specified in paragraphs (b)(7)(i) 

through (b)(7)(viii) of this Item unless the director is accorded special treatment. 

(9) If an officer of the Insurance Company or an investment adviser or principal underwriter of the 

Registrant, or an officer of a person directly or indirectly controlling, controlled by, or under 

common control with the Insurance Company or an investment adviser or principal underwriter of 

the Registrant, served during the two most recently completed calendar years, on the board of 

directors of a company where a director of the Registrant who is not an interested person of the 
44

 

 

Registrant, or immediate family member of the director, was during the two most recently 

completed calendar years, an officer, identify: 

(i) The company;

(ii) The individual who serves or has served as a director of the company and the period of service 

as director;

(iii) The Insurance Company, investment adviser or principal underwriter or person controlling, 

controlled by, or under common control with the Insurance Company, investment adviser or 

principal underwriter where the individual named in paragraph (b)(9)(ii) of this Item holds or 

held office and the office held; and 

(iv) The director of the Registrant or immediate family member who is or was an officer of the 

company; the office held; and the period of holding the office. 

(10) For each director, briefly discuss the specific experience, qualifications, attributes, or skills 

that led to the conclusion that the person should serve as a director for the Registrant at the time 

that the disclosure is made, in light of the Registrant’s business and structure. If material, this 

disclosure should cover more than the past five years, including information about the person’s 

particular areas of expertise or other relevant qualifications.

(c) Compensation. For all directors of the Registrant and for all members of any advisory board who 

receive compensation from the Registrant, and for each of the three highest paid officers or any 

affiliated person of the Registrant who received aggregate compensation from the Registrant for the 

most recently completed fiscal year exceeding $60,000 (“Compensated Persons”): 

(1) Provide the information required by the following table: 

COMPENSATION TABLE 

(1) (2) (3) (4) (5)

Name of 

Person, 

Position

Aggregate 

Compensati

on From 

Registrant 

Pension or Retirement 

Benefits Accrued 

As Part of 

Registrant’s 

Expenses

Estimated 

Annual Benefits 

Upon 

Retirement 

Total 

Compensation 

From Registrant 

and Fund 

Complex Paid to 

Directors 

Instructions

1. For column (1), indicate, as necessary, the capacity in which the remuneration is received. For 

Compensated Persons who are directors of the Registrant, compensation is amounts received 

for service as a director. 

2. If the Registrant has not completed its first full year since its organization, furnish the 

information for the current fiscal year, estimating future payments that would be made 

pursuant to an existing agreement or understanding. Disclose in a footnote to the 

Compensation Table the period for which the information is furnished. 
45

 

 

3. Include in column (2) amounts deferred at the election of the Compensated Person, whether 

pursuant to a plan established under section 401(k) of the Internal Revenue Code [26 U.S.C. 

401(k)] or otherwise for the fiscal year in which earned. Disclose in a footnote to the 

Compensation Table the total amount of deferred compensation (including interest) payable 

to or accrued for any Compensated Person.

4. Include in columns (3) and (4) all pension or retirement benefits proposed to be paid under 

any existing plan in the event of retirement at normal retirement date, directly or indirectly, by 

the Registrant, any of its subsidiaries, or other companies in the fund complex. Omit column 

(4) where retirement benefits are not determinable. 

5. For any defined benefit or actuarial plan under which benefits are determined primarily by 

final compensation (or average final compensation) and years of service, provide the 

information required in column (4) in a separate table showing estimated annual benefits 

payable upon retirement (including amounts attributable to any defined benefit 

supplementary or excess pension award plans) in specified compensation and years of 

service classifications. Also provide the estimated credited years of service for each 

Compensated Person.

6. Include in column (5) only aggregate compensation paid to a director for service on the board 

and all other boards of investment companies in a fund complex specifying the number of 

such other investment companies.

7. No information is required to be provided concerning the officers of the sponsoring insurance 

company who are not directly or indirectly engaged in activities related to the separate 

account.

(2) Describe briefly the material provisions of any pension, retirement, or other plan or any 

arrangement, other than fee arrangements disclosed in paragraph (c)(1), under which the 

Compensated Persons are or may be compensated for services provided, including amounts paid, 

if any, to the compensated Person under these arrangements during the most recently completed 

fiscal year. Specifically include the criteria used to determine amounts payable under the plan, 

the length of service or vesting period required by the plan, the retirement age or other event that 

gives rise to payment under the plan, and whether the payment of benefits is secured or funded 

by the Registrant. 

(d) Sales Loads. Disclose any arrangements that result in breakpoints in, or elimination of, sales loads 

for directors and other affiliated persons of the Registrant. Identify each class of individuals and 

transactions to which the arrangements apply and state each different breakpoint as a percentage of 

both the offering price and the net amount invested of the Registrant’s units. Explain, as applicable, 

the reasons for the difference in the price at which securities are offered generally to the public, and 

the prices at which securities are offered to directors and other affiliated persons of the Registrant. 

(e) Codes of Ethics. Provide a brief statement disclosing whether the Registrant and its investment 

adviser and principal underwriter have adopted codes of ethics under rule 17j-1 of the Investment 

Company Act [17 CFR 270.17j-1] and whether these codes of ethics permit personnel subject to the 

codes to invest in securities, including securities that may be purchased or held by the Registrant. 

Instruction. A Registrant that is not required to adopt a code of ethics under rule 17j-1 of the Investment 

Company Act is not required to respond to this Item. 
46

 

 

(f) Proxy Voting Policies. Unless the Registrant invests exclusively in non-voting securities, describe the 

policies and procedures that the Registrant uses to determine how to vote proxies relating to portfolio 

securities, including the procedures that the Registrant uses when a vote presents a conflict between 

the interests of investors, on the one hand, and those of the Registrant’s investment adviser; 

principal underwriter; or any affiliated person of the Registrant, its investment adviser, or its principal 

underwriter, on the other. Include any policies and procedures of the Registrant’s investment adviser, 

or any other third party, that the Registrant uses, or that are used on the Registrant’s behalf, to 

determine how to vote proxies relating to portfolio securities. Also, state that information regarding 

how the Registrant voted proxies relating to portfolio securities during the most recent 12-month 

period ended June 30 is available (1) without charge, upon request, by calling a specified toll-free (or 

collect) telephone number; or on or through the Registrant’s website at a specified internet address; 

or both; and (2) on the Commission’s website at http://www.sec.gov.

Instructions 

1. A Registrant may satisfy the requirement to provide a description of the policies and procedures 

that it uses to determine how to vote proxies relating to portfolio securities by including a copy of 

the policies and procedures themselves. 

2. If a Registrant discloses that the Registrant’s proxy voting record is available by calling a toll-free 

(or collect) telephone number, and the Registrant (or financial intermediary through which shares 

of the Registrant may be purchased or sold) receives a request for this information, the Registrant 

(or financial intermediary) must send the information disclosed in the Registrant’s most recently 

filed report on Form N-PX [17 CFR 274.129], within three business days of receipt of the request, 

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

3. If a Registrant discloses that the Registrant’s proxy voting record is available on or through its 

website, the Registrant must make available free of charge the information disclosed in the 

Registrant’s most recently filed report on Form N-PX on or through its website as soon as 

reasonably practicable after filing the report with the Commission. The information disclosed in 

the Registrant’s most recently filed report on Form N-PX must remain available on or through the 

Registrant’s website for as long as the Registrant remains subject to the requirements of rule 

30b1-4 [17 CFR 270.30b1-4] and discloses that the Registrant’s proxy voting record is available 

on or through its website. 

Item 24. Investment Advisory and Other Services 

(a) Investment Advisers. Disclose the following information about each investment adviser: 

(1) The name of any person who controls the adviser, the basis of the person’s control, and the 

general nature of the person’s business. Also disclose, if material, the business history of any 

organization that controls the adviser.

(2) The name of any affiliated person of the Registrant or the Insurance Company who also is an 

affiliated person of the adviser, and a list of all capacities in which the person is affiliated with the 

Registrant or the Insurance Company and with the adviser. 

Instruction. If an affiliated person of the Registrant or the Insurance Company alone or together with 

others controls the investment adviser, state that fact. It is not necessary to provide the amount or 

percentage of the outstanding voting securities owned by the controlling person. 

(3) the method of calculating the advisory fee payable by the Registrant including: 
47

 

 

(i) The total dollar amounts that the Registrant or the Insurance Company paid to the adviser 

(aggregated with amounts paid to affiliated advisers, if any), and any advisers who are not 

affiliated persons of the adviser, under the investment advisory contract for the last three 

fiscal years; 

(ii) If applicable, any credits that reduced the advisory fee for any of the last three fiscal years; 

and

(iii) Any expense limitation provision.

Instructions

1. If the advisory fee payable by the Registrant or the Insurance Company varies depending on 

the Registrant’s investment performance in relation to a standard, describe the standard 

along with a fee schedule in tabular form. The Registrant may include examples showing the 

fees that the adviser would earn at various levels of performance as long as the examples 

include calculations showing the maximum and minimum fee percentages that could be 

earned under the contract. 

2. State each type of credit or offset separately. 

3. When a Registrant is subject to more than one expense limitation provision, describe only the 

most restrictive provision. 

4. For a Registrant with more than one Investment Option, or a Multiple Class Fund, describe the 

methods of allocation and payment of advisory fees for each Investment Option or Class. 

(b) Services Provided by Each Investment Adviser and Registrant Expenses Paid by Third Parties

(1) Describe all services performed for or on behalf of the Registrant supplied or paid for wholly or in 

substantial part by each investment adviser. 

(2) Describe all fees, expenses, and costs of the Registrant that are to be paid by persons other than 

an investment adviser, the Insurance Company, or the Registrant, and identify those persons. 

(c) 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 contract with the Registrant to provide investment advice; 
48

 

 

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

redemptions under the Contracts; and

(c) 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. No information need be given in response to this paragraph with respect to the service of mailing 

proxies or periodic reports to the Registrant’s investors. 

3. 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, an investment 

adviser of the Registrant, its Insurance Company, or the Registrant’s 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. 

(d) Other Investment Advice. If any person (other than a director, officer, member of an advisory board, 

employee, or investment adviser of the Registrant), through any understanding, whether formal or 

informal, regularly advises the Registrant or the Registrant’s investment adviser with respect to the 

Registrant’s investing in, purchasing, or selling securities or other property, or has the authority to 

determine what securities or other property should be purchased or sold by the Registrant, and 

receives direct or indirect remuneration, provide the following information: 

(1) the person’s name; 

(2) a description of the nature of the arrangement, and the advice or information given; and 

(3) any remuneration (including, for example, participation, directly or indirectly, in commissions or 

other compensation paid in connection with transactions in Registrant’s portfolio securities) paid 

for such advice or information, and a statement of how and by whom such remuneration was paid 

for the last three fiscal years. 

Instruction. Do not include information for the following: 

1. Persons who advised the investment adviser or the Registrant solely through uniform publications 

distributed to subscribers;

2. Persons who provided the investment adviser or the Registrant with only statistical and other 

factual information, advice about economic factors and trends, or advice as to occasional 

transactions in specific securities, but without generally advising about the purchase or sale of 

securities by the Registrant; 

3. A company that is excluded from the definition of “investment adviser” of an investment company 

under section 2(a)(20)(iii) [15 U.S.C. 80a-2(a)(20)(iii)];

4. Any person the character and amount of whose compensation for these services must be 

approved by a court; or
49

 

 

5. Other persons as the Commission has by rule or order determined not to be an “investment 

adviser” of an investment company.

(e) Dealer Reallowances. Disclose any front-end sales load reallowed to dealers as a percentage of the 

offering price of the Registrant’s units. 

(f) Rule 12b-1 Plans. If the Registrant has adopted a plan under rule 12b-1 under the Investment 

Company Act [17 CFR 270.12b-1], describe the material aspects of the plan, and any agreements 

relating to the implementation of the plan, including: 

(1) A list of the principal types of activities for which payments are or will be made, including the 

dollar amount and the manner in which amounts paid by the Registrant under the plan during the 

last fiscal year were spent on: 

(i) Advertising; 

(ii) Printing and mailing of prospectuses to other than current investors; 

(iii) Compensation to underwriters;

(iv) Compensation to broker-dealers; 

(v) Compensation to sales personnel;

(vi) Interest, carrying, or other financing charges; and 

(vii)Other (specify). 

(2) The relationship between amounts paid to the distributor and the expenses that it incurs (e.g., 

whether the plan reimburses the distributor only for expenses incurred or compensates the 

distributor regardless of its expenses). 

(3) The amount of any unreimbursed expenses incurred under the plan in a previous year and carried 

over to future years, in dollars and as a percentage of the Registrant’s net assets on the last day 

of the previous year. 

(4) Whether the Registrant participates in any joint distribution activities with another investment 

company. If so, disclose, if applicable, that fees paid under the Registrant’s rule 12b-1 plan may 

be used to finance the distribution of the shares of another investment company, and state the 

method of allocating distribution costs (e.g., relative net asset size, number of shareholder 

accounts).

(5) Whether any of the following persons had a direct or indirect financial interest in the operation of 

the plan or related agreements: 

(i) Any interested person of the Registrant; or 

(ii) Any director of the Registrant who is not an interested person of the Registrant. 

(6) The anticipated benefits to the Registrant that may result from the plan. 
50

 

 

(g) Other Service Providers

(1) Unless disclosed in response to paragraph (c) 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”), 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. 

(3) If the Registrant’s assets are held by a person other than the Insurance Company, 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 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 (g)(4) of this Item for an 

administrative or servicing agent who is also the Insurance Company.

(5) If the Insurance Company is the principal underwriter of the Contract, so state. 

(h) Securities Lending. 

(1) Provide the following dollar amounts of income and fees/compensation related to the securities 

lending activities of each Investment Option during its most recent fiscal year: 

(i) Gross income from securities lending activities, including income from cash collateral 

reinvestment; 

(ii) All fees and/or compensation for each of the following securities lending activities and related 

services: any share of revenue generated by the securities lending program paid to the 

securities lending agent(s) (“revenue split”); fees paid for cash collateral management 

services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are 

not included in the revenue split; administrative fees that are not included in the revenue split; 

fees for indemnification that are not included in the revenue split; rebates paid to borrowers; 

and any other fees relating to the securities lending program that are not included in the 

revenue split, including a description of those other fees; 

(iii) The aggregate fees/compensation disclosed pursuant to paragraph (ii); and 

(iv) Net income from securities lending activities (i.e., the dollar amount in paragraph (i) minus the 

dollar amount in paragraph (iii)). 

Instruction. If a fee for a service is included in the revenue split, state that the fee is “included in the 

revenue split.” 

(2) Describe the services provided in relation to the Investment Option by the securities lending agent 

in the Investment Option’s most recent fiscal year. 
51

 

 

Item 25. Portfolio Managers 

(a) Other Accounts Managed. If a Portfolio Manager required to be identified in response to Item 7(b) is 

primarily responsible for the day-to-day management of the portfolio of any other account, provide 

the following information:

(1) The Portfolio Manager’s name; 

(2) The number of other accounts managed within each of the following categories and the total 

assets in the accounts managed within each category:

(i) Registered investment companies; 

(ii) Other pooled investment vehicles; and 

(iii) Other accounts. 

(3) For each of the categories in paragraph (a)(2) of this Item, the number of accounts and the total 

assets in the accounts with respect to which the advisory fee is based on the performance of the 

account; and

(4) A description of any material conflicts of interest that may arise in connection with the Portfolio 

Manager’s management of the Registrant’s investments, on the one hand, and the investments 

of the other accounts included in response to paragraph (a)(2) of this Item, on the other. This 

description would include, for example, material conflicts between the investment strategy of the 

Registrant and the investment strategy of other accounts managed by the Portfolio Manager and 

material conflicts in allocation of investment opportunities between the Registrant and other 

accounts managed by the Portfolio Manager.

Instructions 

1. Provide the information required by this paragraph as of the end of the Registrant’s most 

recently completed fiscal year, except that, in the case of an initial registration statement or 

an update to the Registrant’s registration statement that discloses a new Portfolio Manager, 

information with respect to any newly identified Portfolio Manager must be provided as of the 

most recent practicable date. Disclose the date as of which the information is provided. 

2. If a committee, team, or other group of persons that includes the Portfolio Manager is jointly 

and primarily responsible for the day-to-day management of the portfolio of an account, 

include the account in responding to paragraph (a) of this Item.

(b) Compensation. Describe the structure of, and the method used to determine, the compensation of 

each Portfolio Manager required to be identified in response to Item 7(b). For each type of 

compensation (e.g., salary, bonus, deferred compensation, retirement plans and arrangements), 

describe with specificity the criteria on which that type of compensation is based, for example, 

whether compensation is fixed, whether (and, if so, how) compensation is based on Registrant pre- or 

after-tax performance over a certain time period, and whether (and, if so, how) compensation is 

based on the value of assets held in the Registrant’s portfolio. For example, if compensation is 

based solely or in part on performance, identify any benchmark used to measure performance and 

state the length of the period over which performance is measured. 
52

 

 

Instructions 

1. Provide the information required by this paragraph as of the end of the Registrant’s most recently 

completed fiscal year, except that, in the case of an initial registration statement or an update to 

the Registrant’s registration statement that discloses a new Portfolio Manager, information with 

respect to any newly identified Portfolio Manager must be provided as of the most recent 

practicable date. Disclose the date as of which the information is provided. 

2. Compensation includes, without limitation, salary, bonus, deferred compensation, and pension 

and retirement plans and arrangements, whether the compensation is cash or non-cash. Group 

life, health, hospitalization, medical reimbursement, relocation, and pension and retirement plans 

and arrangements may be omitted, provided that they do not discriminate in scope, terms, or 

operation in favor of the Portfolio Manager or a group of employees that includes the Portfolio 

Manager and are available generally to all salaried employees. The value of compensation is not 

required to be disclosed under this Item. 

3. Include a description of the structure of, and the method used to determine, any compensation 

received by the Portfolio Manager from the Registrant, the Registrant’s investment adviser, or any 

other source with respect to management of the Registrant and any other accounts included in 

the response to paragraph (a)(2) of this Item. This description must clearly disclose any 

differences between the method used to determine the Portfolio Manager’s compensation with 

respect to the Registrant and other accounts, e.g., if the Portfolio Manager receives part of an 

advisory fee that is based on performance with respect to some accounts but not the Registrant, 

this must be disclosed.

(c) Ownership of Securities. For each Portfolio Manager required to be identified in response to Item 

7(b), state the dollar range of equity securities in the Registrant beneficially owned by the Portfolio 

Manager using the following ranges: none, $1–$10,000, $10,001–$50,000, $50,001–$100,000, 

$100,001–$500,000, $500,001–$1,000,000, or over $1,000,000.

Instructions 

1. Provide the information required by this paragraph as of the end of the Registrant’s most recently 

completed fiscal year, except that, in the case of an initial registration statement or an update to 

the Registrant’s registration statement that discloses a new Portfolio Manager, information with 

respect to any newly identified Portfolio Manager must be provided as of the most recent 

practicable date. Specify the valuation date.

2. Determine “beneficial ownership” in accordance with rule 16a-1(a)(2) under the Exchange Act [17 

CFR 240.16a-1(a)(2)].

Item 26. Brokerage Allocation and Other Practices 

(a) Brokerage Transactions. Describe how transactions in portfolio securities are effected, including a 

general statement about brokerage commissions, markups, and markdowns on principal 

transactions and the aggregate amount of any brokerage commissions paid by the Registrant during 

its three most recent fiscal years. If, during either of the two years preceding the Registrant’s most 

recent fiscal year, the aggregate dollar amount of brokerage commissions paid by the Registrant 

differed materially from the amount paid during the most recent fiscal year, state the reason(s) for 

the difference(s). 
53

 

 

(b) Commissions

(1) Identify, disclose the relationship, and state the aggregate dollar amount of brokerage 

commissions paid by the Registrant during its three most recent fiscal years to any broker: 

(i) That is an affiliated person of the Registrant or an affiliated person of that person; or 

(ii) An affiliated person of which is an affiliated person of the Registrant, its Insurance Company, 

its investment adviser, or principal underwriter. 

(2) For each broker identified in response to paragraph (b)(1), state: 

(i) The percentage of the Registrant’s aggregate brokerage commissions paid to the broker 

during the most recent fiscal year; and 

(ii) The percentage of the Registrant’s aggregate dollar amount of transactions involving the 

payment of commissions effected through the broker during the most recent fiscal year. 

(3) State the reasons for any material difference in the percentage of brokerage commissions paid 

to, and the percentage of transactions effected through, a broker disclosed in response to 

paragraph (b)(1). 

(c) Brokerage Selection. Describe how the Registrant will select brokers to effect securities transactions 

for the Registrant and how the Registrant will evaluate the overall reasonableness of brokerage 

commissions paid, including the factors that the Registrant will consider in making these 

determinations. 

Instructions

1. If the Registrant will consider the receipt of products or services other than brokerage or research 

services in selecting brokers, specify those products and services. 

2. If the Registrant will consider the receipt of research services in selecting brokers, identify the 

nature of those research services. 

3. State whether persons acting on the Registrant’s behalf are authorized to pay a broker a higher 

brokerage commission than another broker might have charged for the same transaction in 

recognition of the value of (a) brokerage or (b) research services provided by the broker. 

4. If applicable, explain that research services provided by brokers through which the Registrant 

effects securities transactions may be used by the Registrant’s investment adviser in servicing all 

of its accounts and that not all of these services may be used by the adviser in connection with 

the Registrant. If other policies or practices are applicable to the Registrant with respect to the 

allocation of research services provided by brokers, explain those policies and practices. 

(d) Directed Brokerage. If, during the last fiscal year, the Registrant, its Insurance Company, or its 

investment adviser, through an agreement or understanding with a broker, or otherwise through an 

internal allocation procedure, directed the Registrant’s brokerage transactions to a broker because of 

research services provided, state the amount of the transactions and related commissions.

(e) Regular Broker-Dealers. If the Registrant has acquired during its most recent fiscal year or during the 

period of time since organization, whichever is shorter, securities of its regular brokers or dealers as 
54

 

 

defined in rule 10b-1 under the Investment Company Act [17 CFR 270.10b-1] or of their parents, 

identify those brokers or dealers and state the value of the Registrant’s aggregate holdings of the 

securities of each issuer as of the close of the Registrant’s most recent fiscal year. 

Instruction. The Registrant need only disclose information about an issuer that derived more than 15% of 

its gross revenues from the business of a broker, a dealer, an underwriter, or an investment adviser 

during its most recent fiscal year. 

Item 27. 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 Investment Options, between the Registrant and other 

separate accounts, and between the Registrant and contracts offered through the Insurance Company’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 Insurance Company, underwriter, or investment adviser. 

(c) Describe the method used to value the Registrants’ assets if not described in the prospectus. 

Instructions 

1. Describe the valuation procedure used to determine accumulation unit value.

2. If Registrant uses either penny-rounding pricing or amortized cost valuation, pursuant to either an 

order of exemption from the Commission or rule 2a-7 under the Investment Company Act [17 CFR 

270.2a-7], describe the nature, extent and effect of any conditions under the exemption.

(d) Describe the way in which purchase payments are credited to the contract to the extent not 

described in the prospectus. 

(e) If the Registrant has received an order of exemption from section 18(f) of the Investment Company 

Act [15 U.S.C. 80a-18(f)] from the Commission or has filed a notice of election pursuant to rule 18f-1 

under the Act [17 CFR 270.18f-1] which has not been withdrawn, fully describe the nature, extent, 

and effect of the exemptive relief in the Statement of Additional Information if the information is not 

in the prospectus.

(f) Frequent Transfer Arrangements. Describe any arrangements with any person to permit frequent 

transfers of Contract value among Investment Options 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 Insurance Company, or any 

other party pursuant to such arrangements. 
55

 

 

Instructions

1. The consideration required to be disclosed by paragraph (f) of this Item includes any agreement to 

maintain assets in the Registrant or in other investment companies or accounts managed or 

sponsored by the Insurance Company, its investment adviser, or any affiliated person of the

Insurance Company or of any such investment adviser. 

2. If the Registrant has an arrangement to permit frequent transfers of Contract value among 

Investment Options of the Registrant by a group of individuals, such as the participants in a defined 

contribution plan that meets the requirements for qualification under section 401(k) of the Internal 

Revenue Code (26 U.S.C. 401(k)), the Registrant may identify the group rather than identifying each 

individual group member.

Item 28. Underwriters 

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

Contracts, and state its principal business address. If the principal underwriter is affiliated with the 

Registrant, the Insurance Company, or any affiliated person of the Registrant or the Insurance 

Company, identify how they are affiliated (e.g., the principal underwriter is controlled by the Insurance 

Company). 

(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 Insurance Company for 

outside legal or auditing services, or bona fide contracts for personal employment entered into 

with the Registrant or its Insurance Company 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. 
56

 

 

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 29. Calculation of Performance Data 

(a) Money Market Accounts. Yield quotation(s) included in the prospectus for an Investment Option that 

holds itself out as a Money Market Account should be calculated according to paragraphs (a)(1) - (2) 

of this Item. 

(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 Investment 

Option 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 Investment Option 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 Investment Option’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 
57

 

 

subaccount, but reduce the value of an investment in the subaccount, such as optional benefit 

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

(b) Other Investment Options. Performance information included in the prospectus should be calculated 

according to paragraphs (b)(1) – (3).

(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. 

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 Investment Option’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 Investment 

Option’s most recent fiscal year. 

7. 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 subaccount, such as optional 

benefit charges). Performance would be lower if these charges were included. 
58

 

 

(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[(a - b + 1)6 - 1]

cd

Where: 

a = dividends and interest earned during the period.

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 units on the last day of the period. 

Instructions

1. To calculate interest earned (for the purpose of “a” above) on debt obligations:

(a) Compute the yield to maturity of each obligation held by the Investment Option based on 

the market value of the obligation (including actual accrued interest) at the close of business 

on the last business day of each month, or, with respect to obligations purchased during the 

month, the purchase price (plus actual accrued interest). 

(b) Divide the yield to maturity by 360 and multiply the quotient by the market value of the 

obligation (including actual accrued interest) (as referred to in Instruction 1(a) above) to 

determine the interest income on the obligation for each day of the subsequent month that 

the obligation is in the portfolio. Assume that each month has thirty days. 

(c) Total the interest earned on all debt obligation and all dividends accrued on all equity 

securities during the thirty-day or one month period.

NOTE: Although the period for computing interest earned referred to above is based on 

calendar months, a thirty-day yield may be calculated by aggregating the daily interest on 

the portfolio from portions of two months. Nothing in these instructions prohibits a 

Registrant from recalculating daily interest income on the portfolio more than once a month.

(d) For purpose of Instruction 1(a), the maturity of an obligation with a call provision(s) is the 

next call date on which the obligation reasonably may be expected to be called or, if none, 

the maturity date. 

2. With respect to the treatment of discount and premium on mortgage or other receivablesbacked obligations which are expected to be subject to monthly payments of principal and 

interest (“paydowns”):

(a) Account for gain or loss attributable to actual monthly paydowns as an increase or 

decrease to interest income during the period. 

(b) The Investment Option may elect (i) to amortize the discount and premium on the 

remaining security, based on the cost of the security, to the weighted average maturity 

date, if such information is available, or to the remaining term of the security, if the 
59

 

 

weighted average maturity date is not available, or (ii) not to amortize discount or premium 

on the remaining security. 

3. Solely for the purpose of computing yield, recognize dividend income by accruing 1/360 of the 

stated dividend rate of the security each day that the security is in the portfolio. 

4. Do not use equalization accounting in the calculation of yield.

5. Include expenses accrued pursuant to a plan adopted under rule 12b-1 under the Investment 

Company Act [17 CFR 270.12b-1] among the expenses accrued for the period. 

Reimbursement accrued pursuant to a plan may reduce the accrued expenses, but only to the 

extent the reimbursement does not exceed expenses accrued for the period. 

6. 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 Investment Option’s mean (or median) account size. 

7. 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 Investment 

Option’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 Investment Option (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 Investment Option had 

paid for the services directly in an arms-length transaction. 

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

9. 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 subaccount, such as optional 

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

(3) Non-Standardized Performance Quotation. An Investment Option 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 30. 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 31. Financial Statements 

(a) Registrant. Provide financial statements of the Registrant. 

Instructions: 

1. Include, in a separate section, the financial statements and schedules required by Regulation SX [17 CFR 210]. Financial statements of the Registrant may be limited to:
60

 

 

(a) An audited balance sheet or statement of assets and liabilities as of the end of the most 

recent fiscal year; 

(b) 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];

(c) An audited statement of cash flows for the most recent fiscal year if necessary to comply 

with generally accepted accounting principles; and 

(d) 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. 

2. Every annual report to investors required by section 30(e) of the 1940 Act [15 U.S.C. 80a-29(e)] and

rule 30e-1 under it [17 CFR 270.30e- 1] shall contain the following information:

(a) the audited financial statements required by Regulation S-X for the periods 

specified by Regulation S-X, as modified by General Instruction C.3.(b) to this 

Form, and as permitted by Instruction 5 to this Item;

(b) unless shown elsewhere in the report as part of the financial statements required 

by (a) above, the aggregate remuneration paid by the separate account during the 

period covered by the report (i) to all members of the board of managers and to all 

members of any advisory board for regular compensation; (ii) to each member of

the board of managers and to each member of an advisory board for special 

compensation; (iii) to all officers; and (iv) to each person of whom any officer or 

member of the board of managers of the separate account is an affiliated person;

(c) the information concerning changes in and disagreements with accountants

and on accounting and financial disclosure required by Item 304 of Regulation 

S-K [17 CFR 229.304];

(d) the management information required by paragraph (a) of Item 23; and

(e) a statement that the SAI includes additional information about members of the 

board of managers of the Registrant and is available, without charge, upon request, 

and a toll-free (or collect) telephone number for investors to call to request the SAI.

3. Every report required by section 30(e) of the 1940 Act and rule 30e-1 under it [17 CFR 270.30e-1],

except the annual report to investors, shall contain the following information (which need not be

audited):

(a) the financial statements required by Regulation S-X for the period commencing either

with (i) the beginning of the separate account’s fiscal year (or date of organization, if

newly organized); or (ii) a date not later than the date after the close of the period 

included in the last report conforming with the requirements of rule 30e-1 and the 

most recent preceding fiscal year, as modified by as modified by General Instruction 

C.3.(b) to this Form, and as permitted by Instruction 5 below;

(b) unless shown elsewhere in the report as part of the financial statements required by 

(a) above, the aggregate remuneration paid by the separate account during the 

period covered by the report (i) to all members of the board of managers and to all 

members of any advisory board for regular compensation; (ii) to each member of the 

board of managers and to each member of an advisory board for special
61

 

 

compensation; (iii) to all officers; and (iv) to each person of whom any officer or

member of the board of managers of the separate account is an affiliated person;

and

(c) the information concerning changes in and disagreements with accountants

and on accounting and financial disclosure required by Item 304 of Regulation 

S-K [17 CFR 229.304].

4. Every report required by section 30(e) of the 1940 Act and rule 30e-1 under it [17 CFR 270.30e-1]

shall contain the followinginformation:

(a) one or more tables, charts, or graphs depicting the portfolio holdings of the 

Registrant by reasonably identifiable categories (e.g., type of security, industry 

sector, geographic region, credit quality, or maturity) showing the percentage of 

net asset value or total investments attributable to each. The categories and the 

basis of presentation (e.g., net asset value or total investments) should be 

selected, and the presentation should be formatted, in a manner reasonably 

designed to depict clearly the types of investments made by the Registrant, given 

its investment objectives. If the Registrant depicts portfolio holdings according to 

credit quality, it should include a description of how the credit quality of the 

holdings were determined, and if credit ratings, as defined in section 3(a)(60) of 

the Securities Exchange Act [15 U.S.C. 78(c)(a)(60)], assigned by a credit rating 

agency, as defined in section 3(a)(61) of the Securities Exchange Act [15 U.S.C. 

78(c)(a)(61)], are used, explain how they were identified and selected. This 

description should be included near, or as part of, the graphical representation;

(b) a statement that: (i) the Registrant files its complete schedule of portfolio holdings 

with the Commission for the first and third quarters of each fiscal year on Form NPORT; (ii) the Registrant’s Form N-PORT reports are available on the Commission’s 

website at http://www.sec.gov; and (iii) if the Registrant makes the information on 

Form N-PORT available to investors on its website or upon request, a description of 

how the information may be obtained from the Registrant;

(c) a statement that a description of the policies and procedures that the Registrant 

uses to determine how to vote proxies relating to portfolio securities is available (i) 

without charge, upon request, by calling a specified toll-free (or collect) telephone 

number; (ii) on the Registrant’s website, if applicable; and (iii) on the Commission’s 

website at http://www.sec.gov;

(d) a statement that information regarding how the Registrant voted proxies relating 

to portfolio securities during the most recent 12-month period ended June 30 is 

available (i) without charge, upon request, by calling a specified toll- free (or collect) 

telephone number; or on or through the Registrant’s website at a specified internet 

address; or both; and (ii) on the Commission’s website athttp://www.sec.gov;

(e) If the Registrant’s board of managers approved any investment advisory contract 

during the Registrant’s most recent fiscal half-year, discuss in reasonable detail the 

material factors and the conclusions with respect thereto that form the basis for 

the board’s approval. Include the following in thediscussion:

(i) Factors relating to both the board’s selection of the investment adviser and

approval of the advisory fee and any other amounts to be paid by the 

Registrant under the contract. This would include, but not be limited to, a 
62

 

 

discussion of the nature, extent, and quality of the services to be provided by

the investment adviser; the investment performance of the Registrant and 

the investment adviser; the costs of the services to be provided and profits to 

be realized by the investment adviser and its affiliates from the relationship 

with the Registrant; the extent to which economies of scale would be realized 

as the Registrant grows, and whether fee levels reflect these economies of 

scale for the benefit of the Registrant’s investors. Also indicate in the 

discussion whether the board relied upon comparisons of the services to be

rendered and the amounts to be paid under the contract with those under 

other investment advisory contracts, such as contracts of the same and other 

investment advisers with other registered investment companies or other 

types of clients (e.g., pension funds and other institutional investors). If the 

board relied upon such comparisons, describe the comparisons that were 

relied on and how they assisted the board in concluding that the contract 

should be approved; and

(ii) If applicable, any benefits derived or to be derived by the investment adviser

from the relationship with the Registrant such as soft dollar arrangements by 

which brokers provide research to the Registrant or its investment adviser in 

return for allocating the Registrant’s brokerage,and 

(iii) Board approvals covered by Instruction 4(e) to this Item include both 

approvals of new investment advisory contracts and approvals of contract 

renewals. Investment advisory contracts covered by Instruction 4(e) include 

subadvisory contracts. Conclusory statements or a list of factors will not be 

considered sufficient disclosure under Instruction 4(e). Relate the factors to 

the specific circumstances of the Registrant and the investment advisory 

contract and state how the board evaluated each factor. For example, it is not 

sufficient to state that the board considered the amount of the investment 

advisory fee without stating what the board concluded about the amount of 

the fee and how that affected its decision to approve the contract. If any 

factor enumerated in Instruction 4(e)(i) to this Item is not relevant to the 

board’s evaluation of an investment advisory contract, note this and explain 

the reasons why the factor is notrelevant.

5. (a) Schedule VI – Summary schedule of investments in securities of unaffiliated issuers [17 

CFR 210.12-12B] may be included in the financial statements required under Instructions 

2.(a) and 3.(a) of this Item in lieu of Schedule I – Investments in securities of unaffiliated 

issuers [17 CFR 210.12-12] if: 

(i) the Registrant states in the report that the Registrant’s complete schedule 

of investments in securities of unaffiliated issuers is available (A) without 

charge, upon request, by calling a specified toll-free (or collect) telephone 

number; (B) on the Registrant’s website, if applicable; and (C) on the 

Commission’s website at http://www.sec.gov; and

(ii) whenever the Registrant (or financial intermediary through which units of the 

Registrant may be purchased or sold) receives a request for the Registrant’s 

schedule of investments in securities of unaffiliated issuers, the Registrant 

(or financial intermediary) sends a copy of Schedule I– Investments in 

securities of unaffiliated issuers within 3 business days of receipt by firstclass mail or other means designed to ensure equally prompt delivery.
63

 

 

(b) In the case of a Registrant or sub-account of a Registrant that holds itself out as a 

money market account or sub- account and meets the maturity, quality, and 

diversification requirements of rule 2a-7 [17 CFR 270.2a-7] under the 1940 Act, 

Schedule I – Investments in securities of unaffiliated issuers [17 CFR 210.12-12C] 

may be omitted from the financial statements required under Instructions 2.(a) 

and 3.(a) of this Item, provided that:

(i) the Registrant states in the report that the Registrant’s complete schedule of

investments in securities of unaffiliated issuers is available (A) without charge, 

upon request, by calling a specified toll-free (or collect) telephone number; (B) on 

the Registrant’s website, if applicable; and (C) on the Commission’s website at 

http://www.sec.gov; and 

(ii) whenever the Registrant (or financial intermediary through which units of the 

Registrant may be purchased or sold) receives a request for the Registrant’s 

schedule of investments in securities of unaffiliated issuers, the Registrant (or 

financial intermediary) sends a copy of Schedule I – Investments in securities of 

unaffiliated issuers within 3 business days of receipt by first-class mail or other 

means designed to ensure equally prompt delivery.

6. (a) When a Registrant (or financial intermediary through which units of the Registrant may be 

purchased or sold) receives a request for a description of the policies and procedures that 

the Registrant uses to determine how to vote proxies, the Registrant (or financial

intermediary) must send the information disclosed in response to Item 23(f) of this Form, 

within three business days of receipt of the request, by first-class mail or other means 

designed to ensure equally prompt delivery.

(b) If a Registrant discloses that the Registrant’s proxy voting record is available by 

calling a toll-free (or collect) telephone number, and the Registrant (or financial 

intermediary through which units of the Registrant may be purchased or sold) 

receives a request for this information, the Registrant (or financial intermediary) 

must send the information disclosed in the Registrant’s most recently filed report 

on Form N-PX [17 CFR 274.129], within three business days of receipt of the 

request, by first-class mail or other means designed to ensure equally prompt

delivery.

(c) If a Registrant discloses that the Registrant’s proxy voting record is available on or 

through its website, the Registrant must make available free of charge the information 

disclosed in the Registrant’s most recently filed report on Form N-PX on or through its 

website as soon as reasonably practicable after filing the report with the Commission. 

The information disclosed in the Registrant’s most recently filed report on Form N-PX 

must remain available on or through the Registrant’s website for as long as the 

Registrant remains subject to the requirements of rule 30b1-4 under the Investment 

Company Act [17 CFR 270.30b1-4] and discloses that the Registrant’s proxy voting 

record is available on or through its website.

(b) Insurance Company. Provide financial statements of the Insurance Company. 

Instructions

1. Include, in a separate section, the financial statements and schedules of the Insurance Company 

required by Regulation S-X. If the Insurance Company would not have to prepare financial 

statements in accordance with generally accepted accounting principles except for use in this 
64

 

 

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 Insurance 

Company’s financial statements must be prepared in accordance with generally accepted 

accounting principles if the Insurance Company prepares financial information in accordance with 

generally accepted accounting principles for use by the Insurance Company’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 Insurance Company 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 Insurance Company 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 firstclass 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 

Insurance Company need not be more current than as of the end of the most recent fiscal year of 

the Insurance Company. 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 Insurance Company, 

the registration statement need not including financial statements of the Insurance Company 

more current than as of the end of the third fiscal quarter of the most recently completed fiscal 

year of the Insurance Company 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 Insurance Company’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 Insurance Company 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 Insurance Company 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 

Insurance Company 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. 

 
65

 

 

PART C - OTHER INFORMATION 

Item 32. 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 Insurance Company 

authorizing the establishment of the Registrant. 

(b) Bylaws. Copies of the existing bylaws of the Registrant or instruments corresponding thereto. 

(c) Custodian Agreements. All depository contracts and agreements for custody of securities and similar 

investments of the Registrant, including the schedule of remuneration. 

(d) Investment Advisory Contracts. Copies of all investment advisory contracts relating to the 

management of the assets of the Registrant. 

(e) Underwriting Contracts. Underwriting or distribution contracts between the Registrant or Insurance 

Company and a principal underwriter and agreements between principal underwriters or the 

Insurance Company and dealers. 

(f) Contracts. The form of each Contract, including any riders or endorsements. 

(g) Applications. The form of application used with any Contract provided in response to paragraph (f) 

above; 

(h) Insurance Company’s Certificate of Incorporation and By-Laws. The Insurance Company’s current 

certificate of incorporation or other instrument of organization and by-laws and any related 

amendment.

(i) Reinsurance Contracts. Any contract of reinsurance related to a Contract. 

(j) Profit Sharing Contracts for the Benefit of the Board of Managers or Officers of Registrant. Copies of 

all bonus, profit sharing, pension, or other similar contracts or arrangements wholly or partly for the 

benefit of members of the board of managers or officers of the Registrant in their capacity as such. If 

any plan is not set forth in a formal document, furnish a reasonably detailed description thereof. 

(k) Administrative Contracts. Any contract relating to the performance of administrative services in 

connection with administering a Contract.

(l) 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.

(m)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 Insurance Company.
66

 

 

(n) 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]. 

(o) Omitted Financial Statements. Financial statements omitted from Item 31.

(p) Initial Capital Agreements. Any agreements or understandings made in consideration for providing 

the initial capital between or among the Registrant, Insurance Company, underwriter, or initial 

investors and written assurances from the Insurance Company or initial investors that purchases 

were made for investment purposes and not with the intention of redeeming or reselling. 

(q) Codes of Ethics. Copies of any codes of ethics adopted under rule 17j-1 under the Investment 

Company Act [17 CFR 270.17j-1] and currently applicable to the Registrant (i.e., the codes of the 

Registrant and its investment advisers and principal underwriters). If there are no codes of ethics 

applicable to the Registrant, state the reason (e.g., the Registrant is a Money Market Fund). 

(r) 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 (i) and (l) 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 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 
67

 

 

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 (r) 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.

Item 33. Directors and Officers of the Insurance Company 

Provide the following information about each director or officer of the Insurance Company: 

(1)

Name and Principal Business 

Address 

(2)

Positions and Offices with 

Insurance Company

(3)

Positions and Offices with 

Registrant 

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 Insurance Company’s president, secretary, treasurer, and vice presidents who have 

authority to act as president in his or her absence. 

Item 34. Persons Controlled by or Under Common Control with the Insurance Company or the Registrant 

Provide a list or diagram of all persons directly or indirectly controlled by or under common control with 

the Insurance Company 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 Insurance Company in the list or diagram and show the 

relationship of each company to the Registrant and Insurance Company and to the other 

companies named, using cross-references 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. 
68

 

 

Item 35. 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 36. Business and Other Connections of Investment Adviser 

Describe any other business, profession, vocation, or employment of a substantial nature in which each 

investment adviser of the Registrant, and each director, officer, or partner of any such investment 

adviser, is or has been, at any time during the past two fiscal years, engaged for his or her own account 

or as director, officer, employee, partner, or trustee. 

Instructions

1. State the name and principal business address of any company of which any person specified 

above is a director, officer, employee, partner, or trustee, and the nature of such connection. 

2. If the investment adviser is the Insurance Company or an affiliate thereof that is also an 

insurance company, Registrants need only provide the above information for officers or directors 

who are engaged directly or indirectly in activities relating to the assets of the Registrant, and for 

executive officers including the Insurance Company’s or its affiliate’s president, secretary, 

treasurer, and vice presidents who have authority to act as president in his or her absence. 

3. The names of investment advisory clients need not be given. 

Item 37. 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, Insurance Company, 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 29: 

(1)

Name and Principal Business 

Address 

(2)

Positions and Offices with 

Underwriter 

(3)

Positions and Offices with 

Registrant 

Instruction. If a principal underwriter is the Insurance Company or an affiliate of the Insurance Company, 

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 Insurance Company’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: 
69

 

 

(1) 

Name of Principal

Underwriter

(2) 

Net Underwriting 

Discounts and 

Commissions

(3) 

Compensation on

Redemption or 

Annuitization

(4) 

Brokerage

Commissions

(5) 

Other 

Compensation

 

Instructions

1. Disclose the type of services rendered in consideration for the compensation listed under column 

(5). 

2. Exclude information about bona fide contracts with the Registrant or its Insurance Company for 

outside legal or auditing services, or bona fide contracts for personal employment entered into 

with the Registrant or its Insurance Company in the ordinary course of business. 

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

Registrant. 

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 Insurance Company to perform as custodian or administrative 

or servicing agent. 

Item 38. 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].

Item 39. 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 24(c) 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 40. Fee Representation 

Provide a representation of the Insurance Company 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 Insurance Company. 
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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) 

 

(Insurance Company)

By 

(Name of officer of Insurance Company) 

(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 Insurance 

Company. 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