71088 Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 

1 15 U.S.C. 77a et seq. 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 230, 232, 239, and 274 

[Release No. 33–11250; 34–98624; IC– 

35028; File No. S7–16–23] 

RIN 3235–AN30 

Registration for Index-Linked 

Annuities; Amendments to Form N–4 

for Index-Linked and Variable 

Annuities 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Proposed rule. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’) is 

proposing rule and form amendments to 

provide a tailored form to register the 

offerings of registered index-linked 

annuities (‘‘RILAs’’). Specifically, the 

Commission is proposing to amend the 

form currently used by most variable 

annuity separate accounts, Form N–4, to 

require issuers of RILAs to register 

offerings on that form as well. To 

facilitate this amendment, the 

Commission is also proposing to amend 

certain filing rules and make other 

related amendments. These changes 

would, if adopted, implement the 

requirements relating to RILAs 

contained in Division AA, Title I of the 

Consolidated Appropriations Act, 2023. 

Further, the Commission is proposing 

other amendments to Form N–4 that 

would apply to all issuers that would 

use that form under the proposal. The 

Commission is also proposing to apply 

to RILA advertisements and sales 

literature a current Commission rule 

that provides guidance as to when sales 

literature is materially misleading under 

the Federal securities laws. The 

Commission is proposing a technical 

amendment to Form N–6 to correct an 

error from a prior Commission 

rulemaking. Finally, the Commission 

requests comment as to whether to 

require the registration of market-value 

adjustments associated with certain 

annuities on Form N–4 as well. 

DATES: Comments should be submitted 

on or before November 28, 2023. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/2023/09/rila); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

16–23 on the subject line. 

Paper Comments 

• Send paper comments to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. 

All submissions should refer to File 

Number S7–16–23. This file number 

should be included on the subject line 

if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method of submission. The 

Commission will post all comments on 

the Commission’s website (https://

www.sec.gov/rules/2023/09/rila). 

Comments are also available for website 

viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE, Washington, DC 20549, 

on official business days between the 

hours of 10 a.m. and 3 p.m. Operating 

conditions may limit access to the 

Commission’s public reference room. Do 

not include personal identifiable 

information in submissions; you should 

submit only information that you wish 

to make available publicly. We may 

redact in part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. Retail investors seeking to 

comment on their experiences with 

annuities generally and RILAs in 

particular may want to submit a short 

Feedback Flyer, available at Appendix 

D. 

Studies, memoranda, or other 

substantive items may be added by the 

Commission or staff to the comment file 

during this rulemaking. A notification of 

the inclusion in the comment file of any 

such materials will be made available 

on the Commission’s website. To ensure 

direct electronic receipt of such 

notifications, sign up through the ‘‘Stay 

Connected’’ option at www.sec.gov to 

receive notifications by email. 

A summary of the proposal of not 

more than 100 words is posted on the 

Commission’s website (https://

www.sec.gov/rules/2023/09/rila). 

FOR FURTHER INFORMATION CONTACT: 

Christian Corkery, Michael Khalil, 

Rachael Hoffman, James Maclean, Amy 

Miller, or Laura Harper Powell, Senior 

Counsels; Bradley Gude, Branch Chief; 

Amanda Hollander Wagner, Senior 

Special Counsel; or Brian McLaughlin 

Johnson, Assistant Director, Investment 

Company Regulation Office, at (202) 

551–6792; Elisabeth Bentzinger or Min 

Oh, Senior Counsels; Michael Kosoff, 

Senior Special Counsel, Disclosure 

Review and Accounting Office, at (202) 

551–6921, Division of Investment 

Management, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–8549. 

SUPPLEMENTARY INFORMATION: The 

Commission is proposing amendments 

to the following rules and forms: 

Commission reference CFR citation 

(17 CFR) 

Securities Act of 1933 (‘‘Securities Act’’): 1

Rule 156 ................................................................................................................................................................ § 230.156 

Rule 172 ................................................................................................................................................................ § 230.172 

Rule 405 ................................................................................................................................................................ § 230.405 

Rule 415 ................................................................................................................................................................ § 230.415 

Rule 424 ................................................................................................................................................................ § 230.424 

Rule 456 ................................................................................................................................................................ § 230.456 

Rule 457 ................................................................................................................................................................ § 230.457 

Rule 485 ................................................................................................................................................................ § 230.485 

Rule 497 ................................................................................................................................................................ § 230.497 

Rule 498A .............................................................................................................................................................. § 230.498A 

Regulation S–T: 

Rule 313 of Regulation S–T .................................................................................................................................. § 232.313 

Rule 405 of Regulation S–T .................................................................................................................................. § 232.405 

Forms: 

Form N–4 .............................................................................................................................................................. § 239.17b and 274.11c 

Form N–6 .............................................................................................................................................................. § 239.17c and 274.11d 


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Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 71089 

2 Insurance companies frequently refer to 

crediting periods as ‘‘investment terms’’ or 

sometimes simply ‘‘terms.’’ See, e.g., Investor 

Testing Report on Registered Index Linked 

Annuities, Office of Investor Advocate Division 

(‘‘OIAD Report’’) at Section 2, RILAs: Structure of 

Contracts and Investment Options, Investment 

Terms. As noted in OIAD’s report, investor testing 

suggested that investors consistently struggled with 

this terminology, and a number of participants 

seemed to equate ‘‘investment term’’ or ‘‘term’’ with 

the length of the insurance contract rather than the 

length of the investment product options within the 

RILA contract, leading them to misunderstand the 

operation of the RILA. Id. at Section 5, Qualitative 

Testing, Results from Round 1. In an effort to 

mitigate that confusion, we have opted to use the 

term crediting period in this release and in the 

proposed amendments to Form N–4. The most 

common crediting periods are one, three, and six 

years. See id. at Section 3, Overview of the RILA 

Market and Simulated Performance over Historical 

Periods, RILA Indexes, Investment Terms, and 

Insurance Features, Figure 2. 

3 Variable annuity contracts and variable life 

insurance contracts (together, ‘‘variable contracts’’) 

combine both investment and insurance features. 

Investors generally allocate their purchase 

payments to a range of investment options, 

typically mutual funds which are separately 

registered and have their own prospectuses. The 

investor’s account value changes depending on the 

performance of the investment options selected. 

Variable annuities allow investors to receive 

periodic payments for either a definite period (e.g., 

20 years), or for an indefinite period (e.g., the life 

of the investor). See Updated Disclosure 

Requirements and Summary Prospectus for Variable 

Annuity and Variable Life Insurance Contracts, 

Investment Company Act Release No. 33814 (Mar. 

11, 2020) [85 FR 25964 (May 1, 2020)] (‘‘VASP 

Adopting Release’’) at nn.4–5 and n.8 and 

accompanying text. 

4See LIMRA, ‘‘LIMRA: Record Annuity Sales in 

2022 Expected to Continue Into First Quarter 2023,’’ 

news release, Mar. 8, 2023 (reporting 2022 RILA 

sales of $41.1 billion), https://www.limra.com/en/ 

newsroom/news-releases/2023/limra-recordannuity-sales-in-2022-expected-to-continue-intofirst-quarter-2023/ and LIMRA, ‘‘LIMRA Secure 

Retirement Institute: Total Annuity Sales Continued 

to Decline in 2017,’’ news release, Feb. 21, 2018 

(reporting 2017 sales of structured annuity 

products, i.e., RILAs, of $9.2 billion), https://

www.limra.com/en/newsroom/news-releases/2018/ 

limra-secure-retirement-institute-total-annuitysales-continued-to-decline-in-2017/. 

5 Depending on the context, ‘‘RILA’’ is also used 

in this release to collectively refer to both standalone RILAs and the index-linked options available 

in a combination contract. When referring to the 

entity registering the RILA, we use the term ‘‘RILA 

issuer’’ or ‘‘insurance company.’’ Index annuities 

that meet the requirements of section 989J of the 

Dodd-Frank Wall Street Reform and Consumer 

Protection Act (Pub. L. 111–203) or section 3(a)(8) 

of the Securities Act are treated as exempt securities 

for purposes of the Securities Act, but RILAs do not 

fall within this exemption due, in large part, to the 

shifting of a significant level of investment risk 

from the RILA issuer to the investor. RILAs and 

index-linked option, as used in this release, refer 

only to those index annuities that are securities for 

the purposes of the Securities Act. See, e.g., 

sections 101(a)(5) and (6) of Division AA, Title I of 

the Consolidated Appropriations Act, 2023. 

Commission reference CFR citation 

(17 CFR) 

Form 24F–2 ........................................................................................................................................................... § 239.66 and § 274.24 

Table of Contents 

I. Introduction and Background 

A. Typical RILA Features 

B. Current Registration Process 

C. Evidence of Investor Views and Areas of 

Potential Confusion 

D. Overview of Proposal 

II. Discussion 

A. Use of Form N–4 

B. Contents of Form N–4 

1. Front and Back Cover Pages (Item 1) 

2. Key Information Table (Item 3) 

3. Principal Disclosure Regarding RILAs 

(Items 2, 6, and 17) 

4. Principal Risks of Investing in the 

Contract (Item 5) 

5. Addition of Contract Adjustments and 

Other Amendments to Fee and Expense 

Disclosures (Items 4, 7, and 22) 

6. Information About Contracts With 

Index-Linked Options (Item 31A) 

7. Other Amendments and Provisions 

8. Remaining Form N–4 Items 

9. Inline XBRL 

C. Option To Use a Summary Prospectus 

D. Accounting (Items 16 and 26) 

E. Filing and Prospectus Delivery Rules 

1. Fee Payment Method and Amendments 

to Form 24F–2 

2. Post-Effective Amendments and 

Prospectus Supplements 

3. Prospectus Delivery 

F. Materially Misleading Statements in 

RILA Sales Literature 

G. Existing Commission Letters 

H. Registered Market-Value Adjustment 

Annuities 

I. Technical Amendment to Form N–6 

J. Compliance Period 

K. General Request for Comment From 

Retail Investors 

III. Economic Analysis 

A. Introduction 

B. Baseline 

1. Affected Parties 

2. Current Regulatory Requirements 

3. Market Practice 

C. Benefits and Costs 

1. Benefits 

2. Costs 

D. Effects on Efficiency, Competition, and 

Capital Formation 

E. Reasonable Alternatives 

1. Creating an Entirely New Registration 

Form for RILAs 

2. Alternatives to Specific Form N–4 

Amendments 

3. Require the Use of Form N–4 for 

Registered MVAs 

4. Limiting Scope of Structured Data 

Requirements 

F. Request for Comment 

IV. Paperwork Reduction Act 

A. Rule 498A 

B. Form N–4 

C. Form 24F–2 

D. Investment Company Interactive Data 

E. Request for Comment 

V. Regulatory Flexibility Certification 

VI. Consideration of Impact on the Economy 

Statutory Authority 

I. Introduction and Background 

An annuity contract (‘‘annuity’’ or 

‘‘contract’’) is a type of insurance 

product in which an investor makes a 

lump-sum payment or a series of 

payments in return for future payments 

from the insurance company to meet 

retirement and other long-term financial 

goals. A RILA is one of several types of 

annuity contracts offered by insurance 

companies. An investor in a RILA 

allocates purchase payments to one or 

more investment options under which 

the investor’s returns (both gains and 

losses) are based at least in part on the 

performance of an index or other 

benchmark (collectively, ‘‘indexes’’), 

over a set period of time (‘‘crediting 

period’’).2 In some cases, insurance 

companies offer RILAs on a standalone 

basis with various index-linked 

investment options (‘‘index-linked 

options’’) for investors to choose from. 

In other cases, insurance companies 

offer ‘‘combination’’ annuity contracts 

that provide index-linked options 

together with other investment options, 

such as mutual funds (‘‘portfolio 

companies’’) offered as investment 

options under a variable annuity 

(‘‘variable options’’).3 An investor 

purchasing a combination contract, for 

example, may have the ability to 

allocate purchase payments under the 

contract to index-linked options; 

variable options that pass on the returns 

of mutual funds selected by the 

investor; and/or fixed account options 

for which the insurance company 

promises to pay a fixed and stated 

minimum rate of interest. The market 

for RILAs has grown significantly in 

recent years, with annual RILA sales of 

$41.1 billion in 2022 alone, more than 

tripling since 2017.4 We understand that 

RILAs are predominantly sold by 

broker-dealers, although investment 

advisers may also provide advice on 

RILAs, and insurance companies also 

may offer RILAs directly. 

RILAs are securities for purposes of 

the Securities Act of 1933 (‘‘Securities 

Act’’).5 Unlike variable annuity 

contracts for which the Commission has 

adopted a specific registration form 

tailored to those products, insurance 

companies currently register offerings of 

RILAs on Securities Act registration 


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71090 Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 

6The registration forms for variable annuity 

contracts are Form N–3 (for variable annuity 

separate accounts structured as management 

companies) and Form N–4 (for variable annuity 

separate accounts structured as unit investment 

trusts). The separate account established by the 

sponsoring insurance company is the legal entity 

that registers its securities. Separate accounts are 

typically registered as investment companies under 

the Investment Company Act. See section 2(a)(37) 

of the Investment Company Act. The Commission 

first adopted the registration form for variable 

annuities over 30 years ago. See Registration Forms 

for Insurance Company Separate Accounts that 

Offer Variable Annuity Contracts, Investment 

Company Act Release No. 14575 (June 14, 1985) [50 

FR 26145] (June 25, 1985)]. In this release, we focus 

only on Form N–4, and not Form N–3, because 

Form N–4 is the registration form identified in the 

RILA Act and the form used to register the majority 

of variable annuity contracts. 

7Public Law 117–328; 136 Stat. 4459 (Dec. 29, 

2022). 

8Under this proposal, the amended Form N–4 

will not register the RILA issuers themselves, only 

the offering of RILA securities. Unlike separate 

accounts which register variable annuities, RILA 

issuers are not investment companies, and thus 

need not register with the Commission as an 

investment company as separate accounts do. 

9See VASP Adopting Release. 10 Insurance companies typically choose indexes 

for the RILA contract where any gains in the value 

of the index do not include dividends paid on the 

securities that make up the index. 

Forms S–1 or S–3.6 In 2022, Congress 

enacted Division AA, Title I of the 

Consolidated Appropriations Act, 2023 

(‘‘RILA Act’’), directing the Commission 

to adopt a new registration form for 

RILAs within 18 months of enactment.7

The RILA Act requires the Commission 

to design the form to ensure that a 

purchaser using the form receives the 

information necessary to make 

knowledgeable decisions, taking into 

account (1) the availability of 

information; (2) the knowledge and 

sophistication of that class of 

purchasers; (3) the complexity of the 

RILA; and (4) any other factor the 

Commission determines appropriate. 

The RILA Act also requires the 

Commission to engage in investor 

testing as part of its rulemaking process 

and to incorporate the results of the 

testing in the design of the form, with 

the goal of ensuring that key 

information is conveyed in terms that a 

purchaser is able to understand. If the 

Commission fails to adopt the form 

within 18 months of enactment, the 

RILA Act provides that RILA issuers can 

begin registering RILA offerings on 

existing Form N–4. 

We are proposing to amend Form N– 

4 to require RILA issuers to register 

RILA offerings, including associated 

features of the RILA such as any 

contract adjustments, on that form and 

to tailor the form’s requirements 

accordingly.8 We also are proposing to 

amend other rules related to the 

securities offering process to allow these 

issuers to conduct RILA offerings in the 

same way issuers conduct offerings of 

variable annuities. Consistent with the 

RILA Act, these proposed amendments 

collectively are designed to provide 

investors disclosures tailored to RILAs 

and highlight key information about 

these complex products, building on the 

Commission’s layered disclosure 

framework in place for variable 

annuities. We are also proposing certain 

amendments to Form N–4 that would 

apply to offerings of variable annuities, 

based on our experience with the form 

since its last amendment and the 

investor testing conducted in 

connection with this rulemaking.9 In 

addition, we are proposing to apply a 

current Commission rule that provides 

guidance as to when sales literature is 

materially misleading under the Federal 

securities laws to RILA advertisements 

and sales literature. Finally, we are 

proposing a technical amendment to 

Form N–6 to correct an error from a 

prior Commission rulemaking. 

A. Typical RILA Features 

RILAs are complex financial products 

that are sold to retail investors. The 

following are some of the most 

prevalent features that contribute to this 

complexity, and that might make it 

challenging for an investor to assess the 

features, risks, and possible return 

profile of a RILA. These features also are 

important ones for financial 

professionals to consider when 

recommending that an investor 

purchase a RILA. 

• Bounded Return Structure. Under a 

RILA, the insurance company will 

credit positive or negative ‘‘interest’’ to 

the investor’s contract value at the end 

of each crediting period. The amount 

credited is based, in part, on the 

performance of the specified index (e.g., 

the S&P 500).10 The amount of any 

positive interest credited will also 

depend on whether the contract 

includes provisions such as a ‘‘cap rate’’ 

or ‘‘participation rate.’’ A cap rate places 

an upper limit on an investor’s ability 

to participate in the index’s upside 

performance directly (e.g., with a 

current cap rate of 5%, if the index is 

up 10% at the end of the crediting 

period, the investor’s contract value will 

be credited with only 5% positive 

interest). A ‘‘participation rate’’ sets an 

investor’s return to some specified 

percentage of the index’s return (e.g., an 

80% participation rate would result in 

an investor receiving positive interest of 

80 cents on the dollar of gains in the 

index). The contract generally will 

include one of these limits on how 

much the insurance company will credit 

the investor if the performance of the 

index goes up in value by the end of the 

crediting period (collectively ‘‘limits on 

gains’’). Similarly, the contract generally 

will include terms limiting the 

investor’s losses to some extent if the 

performance of the index goes down in 

value. This might include a ‘‘buffer’’ 

(which limits the investor’s exposure to 

losses up to a fixed percentage), or a 

‘‘floor’’ (which places a lower limit on 

the investor’s exposure to loss) 

(collectively ‘‘limits on losses’’). For 

example, with a ‘‘buffer’’ of ¥5%, if the 

index is down 2%, that investor will not 

lose anything, but if the index is down 

7% the investor will lose 2% (the 

difference between the loss and the 

buffer rate). With a ‘‘floor’’ of ¥5%, if 

the index is down 2%, the investor will 

lose 2%, but if the index is down 7%, 

the investor will only lose 5%. These 

limits can be complex and overlapping, 

and may change at the beginning of each 

new crediting period, subject to certain 

minimum guarantees stated in the 

contract. Over time, the investor’s 

contract value will increase or decrease, 

depending on the performance of the 

index and the particular contract 

provisions (such as the bounded return 

structure). Despite the bounded return 

structure, a RILA is not necessarily a 

low-risk investment product as the 

investor could lose a significant amount 

of money if the index performs poorly. 

• Fees and Expenses. For many 

RILAs, the investor pays no direct or 

explicit ongoing fees and expenses 

under the RILA, and this is sometimes 

a feature disclosed in RILA marketing 

materials. However, the RILA’s bounded 

return structure requires investors to 

agree to tradeoffs that come with their 

own economic costs. In exchange for 

some protection against losses if the 

index goes down in value, investors 

must also agree to contractual 

provisions limiting the amount of gains 

they will receive if the index goes up in 

value. A RILA’s upside limits on gains 

can reduce an investor’s return in the 

same way that a direct fee can and can 

help make the RILA more profitable to 

the insurance company. 

• Charges and Penalties for Early 

Withdrawals. Investors also can lose 

significant money if they withdraw their 

money early from an investment option 

or from the contract. This can arise in 

several circumstances. First, a RILA 

typically will specify a period of time 

during which a ‘‘surrender charge’’ will 

apply, for example nine years following 

an investor’s last premium payment. 

Typically, this charge is greatest in the 

first year of the surrender period, 

decreasing each year until the end of the 

surrender period. An investor who 


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Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 71091 

11Common methods of calculating this 

adjustment include prorating the crediting method 

based on the number of days that have elapsed 

since the start of the crediting period, employing a 

market-based formula designed to approximate the 

present value of the index and/or employing 

interest-rate-based MVAs to offset certain insurer 

losses and costs, or some combination of these two. 

See Clifford E. Kirsch, Variable Annuities and Other 

Insurance Investment Products (Third Edition 2022) 

at 29–8, available at https://plus.pli.edu/Details/ 

Details?start=0&rows=50&fq=%7e2B%7etitle_

id%7e3A282B22%7e240085%7e2229%7e&fq=

%7e2B%7eid%7e3A282B22%7e240085-CH29%

7e2229%7e&sort=s_date+desc&origin=title. 

12 Id. at 29–13. Under these benefits, RILA 

investors are permitted to take a certain amount of 

guaranteed withdrawals from their contract each 

year without reducing the value of guaranteed 

withdrawals for future years. These can be a 

standard feature or an optional rider chosen by an 

investor. Id. at 29–12. 

13See Updated Investor Bulletin: Indexed 

Annuities, SEC’s Office of Investor Education and 

Advocacy, July 31, 2020, https://www.sec.gov/oiea/ 

investor-alerts-and-bulletins/ib_indexedannuities. 

Staff reports and other staff documents (including 

those cited herein) represent the views of 

Commission staff and are not a rule, regulation, or 

statement of the Commission. The Commission has 

neither approved nor disapproved the content of 

these documents and, like all staff statements, they 

have no legal force or effect, do not alter or amend 

applicable law, and create no new or additional 

obligations for any person. 

14For these and other reasons, insurance 

companies generally advertise RILAs as a long-term 

investment. This is similar to the treatment of 

variable annuities. See VASP Adopting Release at 

n.14 and accompanying text. 

15See, e.g., General Instruction I of Form S–1 

(‘‘This Form shall be used for the registration under 

the Securities Act of 1933 (‘Securities Act’); of 

securities of all registrants for which no other form 

is authorized or prescribed’’). 

16See Item 9 of Forms S–1 and S–3 and 17 CFR 

229.202 (providing specific disclosure requirements 

for certain securities such as capital stock, debt, 

warrants or rights, and directing issuers of other 

types of securities to include a brief description that 

is comparable to that required for the specified 

kinds of securities). 

17See 17 CFR 210.4–01(a)(1) (stating that 

financial statements filed with the Commission 

which are not prepared in accordance with GAAP 

will be presumed to be misleading or inaccurate 

unless the Commission has otherwise provided). 

See also infra footnote 20. 

withdraws money during this period 

will pay a fee, such as 9% of the amount 

withdrawn. Second, an insurance 

company may make an adjustment, 

either to the investor’s contract value or 

to the amount paid to the investor, if 

amounts are withdrawn from an indexlinked option before the end of its 

crediting period or from the contract 

before the end of a specified period. For 

example, when an investor in a RILA 

chooses a particular index-linked 

option, the RILA may provide that the 

index-linked option’s crediting period is 

one year. If amounts are removed from 

that index-linked option before the end 

of this one-year crediting period, 

typically for any reason, the insurance 

company will apply an ‘‘interim value 

adjustment’’ or ‘‘IVA.’’ The IVA will 

adjust the contract value based, 

generally, on a complex formula where 

the IVA may change daily and can be 

positive or negative.11 As a result, the 

investor could lose a significant amount 

of money, even if the index has a gain 

at the time of the withdrawal. 

Similarly, the insurance company 

might apply a positive or negative 

‘‘market value adjustment’’ or ‘‘MVA’’ 

(collectively with IVAs, a ‘‘contract 

adjustment’’) to the contract value if the 

investor partially or fully withdraws 

amounts from the contract. Contract 

adjustments could be made in response 

to a number of contract transactions, 

such as a surrender, withdrawal, 

payment of the death benefit, or the start 

of annuity payments, and an investor 

could experience a negative contract 

adjustment even when the investor 

takes an otherwise permissible 

withdrawal, such as under a guaranteed 

living benefit.12 These adjustments can 

also negatively impact other values 

under the contract, such as the 

surrender value and death benefit. 

Moreover, these fees and adjustments 

are not always mutually exclusive. 

Indeed, under the terms of certain RILA 

contracts, an investor could experience 

a decrease in contract value from a 

negative interim value adjustment and a 

negative market value adjustment, 

depending on the timing of the 

withdrawal, and also pay a surrender 

charge. An investor may also be subject 

to income taxes and face a Federal 

income tax penalty if the investor 

withdraws money before a certain age.13

• Changes by Insurer. Crediting 

periods for an index-linked option in a 

RILA contract generally range from one 

to six years. The insurance company 

may change or remove key features of 

index-linked options, such as the cap 

rates, floors, or even change the index. 

These changes may often be made at the 

insurance company’s discretion and 

renewal provisions can and do change 

over time. Also, RILA contracts 

typically state that an investor will be 

automatically renewed at the end of a 

crediting period into the same or 

substantially similar index-linked 

option, often with a new limit on gains. 

If the same index-linked option is 

unavailable, the terms of the contract 

generally provide that the insurance 

company may place the investor into a 

more conservative investment option as 

a default, such as a fixed account or an 

index-linked option with a 0% floor. 

• Taxes. Special tax rules generally 

apply to RILAs and other annuities, 

with both tax advantages and potential 

adverse tax impacts in certain 

circumstances. For example, assets 

within a RILA generally grow taxdeferred. As discussed above, however, 

investors may face a Federal income tax 

penalty if money is withdrawn before 

the investor reaches a certain age.14

Providing investors with key 

information is particularly important in 

the context of RILAs, since their features 

are typically complex and their risks 

may not be apparent or easily 

understood by prospective investors 

absent clear disclosure. Form N–4’s 

existing disclosure requirements 

regarding features of annuities would 

complement the proposed RILA-specific 

disclosures, such that the amended 

Form N–4 would provide investors with 

key information both about the annuity 

contract and the associated registered 

index-linked or variable investment 

options. 

B. Current Registration Process 

The current requirements for issuers 

offering RILAs and variable annuities 

differ in many respects, both in terms of 

the disclosure issuers must provide, and 

with respect to the registration process. 

We highlight here some of these key 

differences. 

On required disclosure, because the 

Commission currently does not have a 

specific registration form for RILAs, 

insurance companies register the 

offerings of RILAs on Forms S–1 or S– 

3.15 Although specific disclosure 

requirements apply for certain securities 

such as capital stock or debt, the forms’ 

disclosure requirements are not 

specifically tailored to particular kinds 

of securities given the wide range of 

securities offerings that can be 

registered on the forms.16 Forms S–1 

and S–3 thus do not include specific 

line-item requirements addressing 

disclosures about RILAs and their 

complex features, such as how limits on 

gains operate or the application of 

contract adjustments. These forms also 

require issuers to disclose information 

about the offering itself as well as 

extensive information about the 

registrant issuing the securities that may 

be less material to a RILA investor than 

information about the contract’s 

features. Required information about the 

registrant includes, for example, 

management’s discussion and analysis 

of financial condition and results of 

operations (‘‘MD&A’’), which requires a 

narrative discussion of the registrant’s 

financial statements, and disclosure 

about executive compensation. 

Domestic registrants also must include 

financial statements prepared in 

accordance with U.S. generally accepted 

accounting principles (‘‘GAAP’’).17


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18According to Form N–CEN filings received 

through March 23, 2023, there were 419 variable 

annuity separate accounts registered as unit 

investment trusts (‘‘UITs’’) in 2022. 

19The Commission has long sought to tailor 

disclosures for annuity products. See Registration 

Forms for Insurance Company Separate Accounts, 

Investment Company Act Release No. 13689 (Dec. 

23, 1983) [49 FR 614 (Jan. 5, 1984)] (‘‘Form[] N–4 

would permit shorter and simpler prospectuses 

than are required under current practice, . . . by 

incorporating many of the reduced disclosure 

requirements of Form N–1A. Separate account 

disclosure requirements that experience has shown 

are unnecessary also would be eliminated, as well 

as certain disclosure requirements that are 

holdovers from the requirements applicable to nonseparate account unit investment trust.’’); 

Registration Form Used By Open-End Management 

Investment Companies, Investment Company Act 

Release No. 12927 (Dec. 27, 1982) [48 FR 813 (Jan. 

7, 1983)] (‘‘In order to shorten and simplify the 

prospectus for mutual funds, the Commission has 

concluded that it is necessary to eliminate certain 

types of information from the prospectus, so that 

only matters of fundamental importance to most 

mutual fund investors will be included in the 

prospectus’’). 

20See, e.g., Instruction 1 to Item 31(b) in Form N– 

3 and Instruction 1 to Item 26(b) in Form N–4. In 

addition, although Form S–1 requires GAAP 

financial statements, exemptions have been granted 

pursuant to 17 CFR 210.3–13 that permit insurance 

companies to substitute SAP financials in lieu of 

GAAP financials when registering RILAs on Form 

S–1 in circumstances permitted by Form N–4. See, 

e.g., Letter from Jenson Wayne, Chief Accountant, 

Division of Investment Management, to Stephen E. 

Roth, Eversheds Sutherland (US) LLP, regarding 

Fidelity & Guaranty Life Insurance Company and 

Fidelity & Guaranty Life Insurance Company of 

New York (Mar. 17, 2023) (available at https://

www.sec.gov/files/fidelity-guaranty-031723.pdf) 

(‘‘F&G Life Letter’’). 

21Section 6(b)(1) of the Securities Act [15 U.S.C. 

77f(b)(1)]. Certain ‘‘well-known seasoned issuers’’ 

or ‘‘WKSIs’’ can use a different registration process 

than what is described here. See generally 

Securities Offering Reform, Investment Company 

Act Release No. 26993 (July 19, 2005) [70 FR 44722 

(Aug. 3, 2005)] (‘‘Offering Reform Release’’). None 

of the insurance companies offering RILAs are 

WKSIs, however, and we generally do not 

anticipate that RILA issuers will meet the 

conditions to operate as a WKSI. We therefore do 

not generally discuss the WKSI registration process 

in this release. Even if a RILA issuer were to qualify 

as a WKSI, the Securities Act rules that provide a 

streamlined offering process for WKSIs generally 

would be inapplicable to RILA offerings on Form 

N–4, as proposed. For example, although a WKSI 

can file an automatic shelf registration statement, 

this would not be applicable under the proposal 

because Form N–4 does not permit a shelf 

registration statement and an automatic shelf 

registration statement must be filed on Forms S–3, 

F–3, or N–2. See rule 405 (definition of ‘‘automatic 

shelf registration statement’’). As another example, 

WKSIs are permitted to use the ‘‘pay-as-you-go’’ 

method of paying securities registration fees, but 

the registration fees for RILA offerings would be 

paid annually in arrears under the proposal. See 17 

CFR 230.456(b). 

22Section 10(a)(3) of the Securities Act provides 

that when a prospectus is used more than nine 

months after the effective date of the registration 

statement, the information contained therein shall 

be as of a date not more than sixteen months prior 

to such use. 15 U.S.C. 77j. 

23See Section 8(c) of the Securities Act [15 U.S.C. 

77h(c)] and 17 CFR 230.462 (‘‘rule 462’’). 

24An issuer filing a registration statement on 

Form S–3 will incorporate by reference information 

in reports under the Exchange Act filed after the 

registration statement has become effective, 

including the issuer’s annual report on Form 10– 

K. Accordingly, certain information required to be 

included in the prospectus may be included 

directly in the prospectus or included in an 

Exchange Act report that is incorporated by 

reference into the prospectus. 

25See rule 405(b) of Regulation S–T. 

26See 17 CFR 270.24f–2 (‘‘rule 24f–2’’). 

Most variable annuities, in contrast, 

are registered on Form N–4.18 This form 

is designed for variable annuities and 

has disclosure requirements tailored to 

these investments. Providing investors 

with key information in a readerfriendly format is particularly important 

in the context of variable annuity 

contracts because their structure is 

complex. Accordingly, Form N–4’s 

disclosure requirements are designed to 

provide investors with key information 

relating to a variable contract’s 

provisions, benefits, and risks in a 

concise and reader-friendly 

presentation, along with targeted 

information about the insurance 

company and the offering. Form N–4’s 

disclosure requirements thus focus more 

on the specific features of variable 

annuities than on the issuing insurance 

company. This presentation is designed 

to highlight the most important 

information for an investor in a variable 

annuity, so that the only matters 

included in the prospectus are those for 

which there is a substantial likelihood 

that a reasonable investor would 

consider them important in deciding 

whether to invest.19 This focus on the 

provisions of the variable contract itself, 

rather than certain details about the 

operation of the insurance company, 

reflects that a variable annuity contract 

is not a direct investment in the capital 

stock or debt of the insurance company, 

but rather a contract with the insurance 

company under which the investor’s 

exposure to the insurance company 

generally is limited to the company’s 

ability to honor any guarantees 

associated with the contract. In 

addition, rule 498A together with Form 

N–4 implements a layered disclosure 

approach for variable annuities by 

permitting insurance companies and 

others to use a summary prospectus 

framework for variable annuities while 

making the more-detailed statutory 

prospectus, as well as the contract’s 

statement of additional information 

(‘‘SAI’’), available online. Form N–4 also 

provides a limited exception for 

insurance companies to file financial 

statements prepared in accordance with 

statutory accounting principles (‘‘SAP’’), 

referred to as ‘‘statutory requirements’’ 

in the form instructions, rather than 

GAAP. Specifically, insurance 

companies, which act as the depositors 

of variable annuity separate accounts 

registered on Form N–4, may use SAP 

financials solely when the insurance 

company does not otherwise prepare 

GAAP financial statements or GAAP 

financial information for use by a parent 

in the parent’s Securities Exchange Act 

of 1934 (‘‘Exchange Act’’) reports or the 

parent’s registration statements filed 

under the Securities Act.20

With respect to the registration 

process, insurance companies 

registering an offering of RILA securities 

are required under the Securities Act to 

pay a registration fee to the Commission 

at the time of filing a registration 

statement.21 This means that they pay 

registration fees at the time they register 

the offer and sale of the securities, 

regardless of when (or if) they sell them. 

The registration statement for the RILA 

offering also must include current 

financial information, including any 

annual update required by section 

10(a)(3) of the Securities Act.22 An 

insurance company registering a RILA 

offering on Form S–1 must provide any 

section 10(a)(3) update to the 

registration statement by filing a posteffective amendment which must be 

declared effective, typically by the staff 

acting pursuant to delegated authority.23

If the offering is registered on Form S– 

3, the insurance company’s annual 

report on Form 10–K containing audited 

financial statements will operate as a 

post-effective amendment to the 

registration statement for purposes of 

section 10(a)(3).24 The insurance 

company is required to provide a 

complete set of its financial statements, 

certain schedules, and executive 

compensation disclosures in a 

structured data format using Inline 

XRBL, but is not otherwise required to 

provide other information in the 

registration statement as structured 

data.25 Insurance companies offering 

RILAs also are not required to deliver 

prospectuses to investors because they 

can rely on the Commission’s ‘‘access 

equals delivery’’ framework in rule 172, 

although in practice we understand that 

insurance companies typically deliver 

prospectuses to accompany or precede 

other communications. 

When an insurance company registers 

a variable annuity separate account on 

Form N–4, in contrast, it pays 

registration fees based on the net 

issuance of securities, no later than 90 

days after each fiscal year end.26 The 

insurance company can update its 

registration statement to include 

updated financial information required 

by section 10(a)(3) by filing an 

immediately effective post-effective 

amendment under rule 485. These 


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27OIAD’s qualitative testing consisted of two 

rounds of in-depth hour-long interviews with 

twenty participants, using a semi-structured, openended format so that participants could express 

their reactions and beliefs, regardless of whether 

they are accurate, in order to assess the reasoning 

of a sampling of investors regarding RILA products, 

and their reactions to potential RILA disclosures. 

See OIAD Report at Section 5, Qualitative Testing, 

Methods. 

28OIAD Report at Section 1, Introduction and 

Executive Summary. 

29See OIAD Report at Section 5, Qualitative 

Testing, Methods. 

30Several participants in Round 2 were 

‘‘significantly more sophisticated than the average 

investor,’’ with some having worked in a financial 

field or had over $1 million in retirement assets, 

and these participants also ‘‘struggled to correctly 

apply the concepts discussed in the KIT.’’ OIAD 

Report at Section 5, Qualitative Testing, Results 

from Round 2. 

31See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 1. As noted above, 

supra footnote 2, to alleviate the confusion 

generated by ‘‘investment term,’’ we use the term 

‘‘crediting period’’ in this release and in the 

proposed amendments to Form N–4. 

32See, e.g., OIAD Report at Section 5, Qualitative 

Testing, Results from Round 1. 

33See OIAD at Section 5, Qualitative Testing, 

Results from Round 1. 

34OIAD Report at Section 5, Qualitative Testing, 

Results from Round 1. 

35OIAD Report at Section 5, Qualitative Testing, 

Results from Round 1. 

36OIAD Report at Section 5, Qualitative Testing, 

Results from Round 1. However, OIAD’s report also 

notes that in the second round of testing, many 

participants did not understand that RILAs are 

intended as a retirement savings vehicle, and that 

there may be tax penalties for withdrawal prior to 

age 591⁄2. See id., Results from Round 2. Similarly, 

only 12.6% of participants in the quantitative 

testing correctly identified that RILAs are investing 

vehicles that are intended purely as retirement 

savings vehicles. Id., Section 6, Quantitative 

Testing, Results, Summary of Quantitative Testing. 

37OIAD Report at Section 5, Qualitative Testing, 

Results from Round 1. 

38OIAD Report at Section 5, Qualitative Testing, 

Results from Round 1. 

39OIAD Report at Section 5, Qualitative Testing, 

Results from Round 1. 

provisions together are designed to 

allow insurance companies to efficiently 

conduct continuous offerings of variable 

annuities. The insurance company also 

must structure certain key information 

in Inline XBRL to enhance the utility of 

that information to investors and must 

deliver a prospectus to investors 

because the ‘‘access equals delivery’’ 

framework in rule 172 is not available 

for variable annuities. 

C. Evidence of Investor Views and Areas 

of Potential Confusion 

Consistent with the RILA Act, the 

Commission received feedback on 

individuals’ comprehension and views 

on RILA disclosure through investor 

testing. Specifically, we received 

feedback through qualitative investor 

testing interviews, as well as 

quantitative testing designed to assess 

whether the design of certain 

hypothetical RILA disclosure provided 

to participants affects their 

comprehension of the disclosed 

information. Each of these aspects of 

investor testing was designed by the 

Commission’s Office of the Investor 

Advocate (‘‘OIAD’’). As described in 

more detail in section II.B below, this 

feedback helped us to identify areas of 

Form N–4 that we propose to amend to 

help ensure that a RILA purchaser 

receives key information that the 

purchaser is able to understand. 

OIAD conducted two rounds of 

qualitative interviews with a mix of 

investors across demographic 

characteristics, locations, and levels of 

financial literacy who either already 

owned annuities or had expressed 

interest in investing in an annuity 

product.27 These interviews aimed to 

generate hypotheses about certain 

content areas in RILA disclosure— 

specifically, disclosure that could 

appear in select rows of the ‘‘Key 

Information Table’’ (or ‘‘KIT’’) in RILA 

registration statements, as discussed 

below—that may cause confusion and 

lead to impediments to investor 

understanding of key information.28

These interviews concentrated on 

assessing: (1) potential RILA disclosure, 

focusing on a hypothetical KIT, for areas 

of confusion or misunderstanding; and 

(2) participants’ mental models 

regarding the way RILA products 

function, including potential benefits, 

drawbacks, and risks of a RILA 

investment. The interviews also 

included hypothetical scenarios.29

Feedback from both rounds of 

qualitative interviews generally showed 

that the interview participants did not 

have much, if any, familiarity with 

RILAs. Furthermore, interviews in both 

rounds illustrated that many 

participants struggled to understand the 

details of the RILA contract presented in 

sample KIT disclosure.30

With regard to the first round 

specifically, participants indicated 

significant confusion about the features 

and fees associated with RILAs, and 

often cited certain specific terminology, 

such as ‘‘index option,’’ ‘‘interim value 

adjustment,’’ ‘‘buffer,’’ and ‘‘investment 

term,’’ as confusing to them.31 For 

example, many participants mistakenly 

conflated ‘‘investment term’’ with the 

length of the entire insurance contract, 

leading them incorrectly to conclude 

that they could avoid any fees or 

charges if they liquidated their 

investment at the end of an initial oneyear investment period.32 Participants 

often did not appear to understand that 

there are multiple aspects of a typical 

RILA contract that could negatively 

affect an investor’s contract value or the 

amounts an investor could withdraw 

from the contract (e.g., the fact that a 

withdrawal could be subject to a 

surrender charge, interim value 

adjustment, and tax penalty).33 Some 

participants expressed that a chart or 

graph would be useful to help them 

understand certain information 

presented about a RILA contract, such 

as surrender periods or how the 

contract’s bounded return structure 

would function.34 Additionally, some 

participants indicated they would need 

more specific information—besides the 

information in the hypothetical KIT 

rows shared with them—to evaluate the 

appropriateness of a RILA.35

While first-round interview 

participants may not have been able to 

understand RILA features and economic 

tradeoffs fully after reviewing sample 

KIT disclosure, some were able to 

identify certain potential drawbacks and 

explain certain aspects of RILA 

contracts following their review of this 

sample disclosure. This was 

demonstrated in participants’ responses 

to sample scenarios, where the 

interview facilitator presented facts 

about a hypothetical investor’s 

background, and participants were 

asked to provide their opinions about 

whether a RILA contract would be an 

appropriate investment option for those 

investors and discuss their reasoning. 

For instance, participants in the firstround interviews could generally 

identify that a RILA contract could 

present particular risks for individuals 

without a long time horizon.36 On the 

other hand, as noted above, these 

participants often identified only a 

single charge or penalty that would 

apply even in scenarios where, for 

example, a surrender charge, early 

withdrawal tax penalty, and interim 

value adjustment might all apply.37

Some participants were able to identify 

that a RILA contract could be 

appropriate for an individual in light of 

factors such as desire to protect against 

losses in the stock market, taking into 

account considerations such as age, 

investment time horizon, and other 

sources of liquid funds.38 Some 

interview participants also 

demonstrated that they could use the 

KIT disclosure to discern quickly that 

they would not be interested in 

purchasing a RILA contract, for example 

because of liquidity needs or relatively 

short investment time horizons.39

Commission staff used this feedback 

to update sample KIT disclosure in 

between qualitative interview rounds. In 

particular, in the second round, sample 


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40See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 1, and Appendix C. 

41See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 2. 

42See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 2. 

43See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 2. 

44See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 1, and Results from 

Round 2. 

45See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 2. 

46See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 2. 

47See OIAD Report at Section 5, Qualitative 

Testing, Results from Round 2. 

48OIAD Report at Section 6, Quantitative Testing. 

49OIAD Report at Section 6, Quantitative Testing, 

Methods. 

50OIAD Report at Section 6, Quantitative Testing, 

Study Design and Overview. 

51OIAD Report at Section 6, Quantitative Testing, 

Summary of Quantitative Testing. 

52OIAD Report at Section 6, Quantitative Testing, 

Comprehension Measures. 

53OIAD Report at Section 6, Quantitative Testing, 

Results. 

54OIAD Report at Section 6, Quantitative Testing, 

Results, Table 6. 

55OIAD Report at Section 6, Quantitative Testing, 

Results. 

56OIAD Report at Section 6, Quantitative Testing, 

Results. 

57See OAID Report at Section 6, Quantitative 

Testing, Results, Subgroup Analysis, Investor 

Status. 

58See OIAD Report at Section 6, Quantitative 

Testing, Results, Subgroup Analysis, Investor 

Status. 

KITs were modified to include: (1) the 

phrase ‘‘investment term’’ rather than 

‘‘term,’’ (2) a table to show how 

investment term interacts with contract 

length, (3) graphics to provide more 

information about RILA loss limitation 

features such as floors and buffers, and 

(4) expanded links to additional 

information to indicate that more 

information could be available.40

Following these changes, participants 

demonstrated modestly improved 

comprehension in certain limited areas. 

For example, the sample KIT disclosure 

used in the second-round of qualitative 

testing emphasized that contract 

adjustments can substantially reduce 

the value of an investment if investors 

withdraw money before the end of an 

investment term. Participants who 

viewed this modified disclosure had 

greater success in identifying the 

potential financial impact of this 

feature, with some expressing concern 

about the potential magnitude of the 

contract adjustment.41 Additionally, 

some second-round participants who 

viewed the KIT contract adjustment 

disclosure also asked for more specific 

information about how the adjustment 

is calculated, which suggests that 

layered disclosure might be useful for 

these concepts.42 Even though these 

participants were unable to define 

certain terms relevant to contract 

adjustments (e.g., interim value 

adjustment), most second-round 

participants seemed to understand that 

RILAs are not a short-term investment 

and should only be used if an investor 

will not need to make early 

withdrawals.43

The second round of testing also 

introduced a table in the sample KIT 

disclosure that attempted to help 

illustrate how fees were charged over 

the surrender period of the contract, the 

difference between the investment term 

(i.e., the crediting period) and the 

contract length, and how the surrender 

charge and potential contract 

adjustments could vary over different 

time frames.44 Nonetheless, participants 

in the second round of testing still had 

difficulty distinguishing between 

surrender charges and contract 

adjustments or understanding that both 

can apply cumulatively to reduce an 

investor’s contract value in cases of 

early withdrawal.45 Most participants in 

the second round of testing also 

continued to struggle with the 

mechanics of ‘‘buffers,’’ despite the 

inclusion of graphics in the hypothetical 

KITs designed to illustrate how buffers 

work.46 There were a number of areas 

where participants wanted information 

that was not part of the KIT rows being 

tested, such as the specific index-linked 

options available under the contract, 

and some participants with more 

investing experience wanted 

information about past returns on the 

RILA, as well as additional information 

on fees and charges—particularly 

regarding caps on gains and other 

bounded return features—in order to 

understand the ways in which 

insurance companies profit from 

RILAs.47

Following the qualitative interviews, 

OIAD conducted quantitative testing 

designed to assess comprehension of 

key concepts about RILAs and the 

extent to which the organization of 

disclosures affected participants’ 

comprehension of the disclosed 

information.48 Approximately 2,500 

participants completed OIAD’s 

quantitative testing study, which was 

fielded over an eight-day period and 

targeted groups who were more likely to 

have some experience with financial 

products.49 Participants received 

focused portions of a hypothetical KIT 

to test disclosures. For example, 

participants were randomly assigned to 

one of two formats for the sample KIT 

disclosure, one with a Q&A format and 

one with a statement-based format.50

Overall, the results of OIAD’s 

quantitative testing suggest that most 

investors experience challenges in 

understanding RILAs.51 This round of 

testing reviewed overall comprehension 

of participants as well as whether 

participants were able to assess four 

sub-scores: (1) appropriateness of RILAs 

for investors based on their 

characteristics, (2) how a RILA works, 

(3) how the charges and penalties 

associated with RILAs affect liquidity, 

and (4) the insurance protections offered 

by RILAs.52 Across all participants, the 

average percentage of questions scored 

correct was 58%, which, while higher 

than the expected score for people 

randomly guessing (50%), was lower 

relative to what might be considered a 

well-informed purchaser of a RILA 

product.53 However, the results of the 

sub-scores varied, specifically 57% for 

appropriateness, 49% for how a RILA 

works, 57% for insurance, and 62% for 

liquidity.54 Comprehension varied 

depending on the particular concept 

tested. For example, 80.7% of 

participants were able to correctly 

identify that RILA investors cannot 

access their money whenever they need 

it at no cost, suggesting that the tested 

disclosures were sufficient to put 

participants on notice to the potential 

for contract adjustments and surrender 

charges.55 Conversely, only 12.6% of 

participants correctly identified that 

RILAs are intended purely as retirement 

savings vehicles, rather than a product 

appropriate for other, shorter-term 

investing goals (e.g., education and 

home purchasing), suggesting continued 

investor confusion on this topic.56

Additionally, participants in the 

quantitative testing were classified into 

three groups based on their experience 

with investing. Not surprisingly, 

increased investment experience 

correlated with greater overall 

comprehension, with non-investors 

(those with no existing investments) 

averaging slightly less than 50% correct, 

11.7 percentage points lower than the 

average for the group with the most 

investment experience.57 The Q&A KIT 

format demonstrated a statistically 

significant, albeit quantitatively small, 

improvement over the non-Q&A KIT 

format, particularly with regard to the 

non-investor group, who saw a 5.7 

percentage points increase in 

comprehension in connection with the 

Q&A format with regard to overall 

comprehension.58

Overall, investor testing successfully 

identified a range of barriers to investor 

understanding of RILAs and associated 

disclosures. However, with the few 


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59See infra section II.K; Appendix D. 

60See Updated Disclosure Requirements and 

Summary Prospectus for Variable Annuity and 

Variable Life Insurance Contracts, Investment 

Company Act Release No. 33286 (Oct. 30, 2018) [83 

FR 61730 (Nov. 30, 2018)] (VASP Proposing 

Release) at paragraphs accompanying nn.38–43. 

61See, e.g., Request for Comment on Fund Retail 

Investor Experience and Disclosure, Investment 

Company Act Release No. 33113 (June 5, 2018) [83 

FR 26891] (June 11, 2018] (‘‘Investor Experience 

RFC’’). Feedback in comment letters generally 

showed that retail investors prefer concise, layered 

disclosure and feel overwhelmed by the volume of 

information they currently receive. Multiple 

comment letters reflected a preference for shorter 

summary disclosures, with additional information 

available online or upon request. See, e.g., 

Comment Letter of C. Scott (July 26, 2018) 

(expressing preference for shorter summary 

disclosures, and suggesting disclosures ‘‘trim the fat 

and replace the text-heavy disclosures with 

something that is clear, succinct, and transparent’’); 

Comment Letter of Helena Krus (July 29, 2018) 

(noting a preference to receive shorter summary 

disclosures, with additional information available 

online or upon request, and suggesting that the 

option should be available for all documents over 

5 pages). 

62See supra footnote 61; see also, e.g., SEC Staff, 

Study Regarding Financial Literacy Among 

Investors (Aug. 2012). The key information that 

investors found useful and relevant before 

purchasing an investment product includes 

information on fees and expenses, investment 

performance, principal risks, and investment 

objectives. With respect to the presentation of 

disclosure, the study indicates that investors 

preferred disclosures being ‘‘written in clear, 

concise, understandable language, using bullet 

points, tables, charts, and/or graphs.’’ Materials 

relating to this study, including the staff’s report, 

are available at http://www.investor.gov/ 

publications-research-studies/sec-research. 

63See OIAD Report at Section 6, Quantitative 

Testing, Summary of Quantitative Testing. 

exceptions noted above, variations in 

disclosures did not result in significant 

improvements in investor 

comprehension in the investor testing. 

Accordingly, while OIAD’s investor 

testing has been successful in 

identifying specific areas of investor 

confusion regarding RILAs, those results 

were largely inconclusive in terms of 

determining specific disclosures that are 

relatively more successful in addressing 

the identified confusion. 

We have incorporated those results in 

our design of the proposed Form N–4 

amendments, endeavoring to give 

particular attention to areas of identified 

investor confusion while leveraging 

existing disclosure requirements. 

Because investor testing did not, for the 

most part, provide persuasive evidence 

of superior disclosures, we are 

proposing to largely utilize the existing 

Form N–4 disclosures which have been 

developed over time, and with which 

staff, investors, and RILA issuers are 

already familiar. Building upon these 

existing disclosures has additional 

benefits, because combination contracts 

offering both variable and index-linked 

options will be required to comply with 

Form N–4, making it more efficient to 

build on the form’s requirements for 

both types of investment options. We 

seek comment throughout this release 

on specific areas for improvement that 

can aid investor comprehension. 

Further, we are requesting specific input 

from the retail investor community, 

through a short Feedback Flyer, relating 

to their experiences with annuities 

generally and RILAs specifically.59

Further, in addition to investor testing 

focused specifically on sample RILA 

disclosure, our proposal—and the 

current disclosure requirements in Form 

N–4 that we are building upon—also 

draw on the Commission’s past investor 

testing efforts, outreach, and other 

empirical research concerning investors’ 

preferences. This includes, for example, 

information about summary content and 

layered disclosure approaches.60 The 

Commission has historically received 

feedback showing that investors 

generally prefer concise, layered 

disclosure.61 Investors participating in 

certain past quantitative and qualitative 

investor testing initiatives on the 

Commission’s behalf have also 

expressed preferences for, wherever 

possible, the use of a summary 

containing key information about an 

investment product or service written in 

clear, concise, and understandable 

language and presented in an accessible 

format.62 Each of these sources of 

evidence of investor preferences, 

understanding, and behaviors in 

response to disclosures specific to 

RILAs and other investment products 

more generally has provided important 

context and support for our proposal’s 

approach to RILA disclosure. 

D. Overview of Proposal 

We are proposing to modernize and 

enhance the registration and disclosure 

framework for RILAs by adapting the 

existing registration and disclosure 

framework that is familiar to investors 

and issuers for variable annuity separate 

accounts to accommodate RILAs. 

• Use of Form N–4. We are proposing 

to amend Form N–4 so that issuers 

seeking to register the offering of RILAs 

must use that form. To accommodate 

this, we are also proposing amendments 

to that form that specifically address the 

features and risks of RILAs. For 

example, we are proposing amendments 

to the form’s ‘‘Key Information Table’’ 

that highlight key features of RILAs that 

should be disclosed so that investors 

may determine whether a RILA is an 

appropriate investment for them. In 

particular, the KIT highlights key 

features of a RILA contract that may be 

substantially different from the features 

of investment products investors may be 

more familiar with, and that investor 

testing suggests may not be readily 

apparent to investors. Further, because 

the insurance company would register 

the offering of a RILA on Form N–4 

under the proposal, it would be subject 

to the requirements in the form related 

to financial statements, including the 

form instruction that currently permits 

variable annuity issuers to file insurance 

company SAP financial statements in 

certain circumstances. 

• Form N–4 Amendments for All 

Issuers. In addition to adding RILAs to 

Form N–4, we are also proposing 

amendments to the form that would be 

applicable to offerings of variable 

annuities. These proposed amendments 

are informed by the staff’s historical 

experience in administering the form 

and respond to observations from 

investor testing relevant to variable 

annuity offerings. For example, one 

takeaway from investor testing was that 

the complicated jargon of RILA 

contracts was a consistent impediment 

to investor comprehension of KIT 

disclosures.63 To address this 

confusion, we are proposing to switch 

the order of the Key Information Table 

and Overview of the Contract items to 

introduce investors earlier to the 

terminology and concepts underlying 

annuity contracts, in the hopes that this 

context will improve investor 

comprehension of KIT disclosures. 

Because variable annuities are also 

complicated investment products, we 

are proposing to switch the order for 

these products as well, so that variable 

annuity investors also have the benefit 

of this additional context. 

• Summary Prospectus. Consistent 

with the inclusion of RILAs on Form N– 

4, we are proposing to permit RILA 

issuers to make use of the summary 

prospectus framework available to 

variable annuity registrants on Form N– 

4. 

• Updates to the Filing Rules. To 

accommodate RILA registrations on 

Form N–4, we are proposing to require 

RILA issuers to pay fees in arrears on 

Form 24F–2 and we are proposing 

amendments to address RILAs in the 

rules that variable annuities use to file 

post-effective amendments and to 

update prospectuses. 

• Materially Misleading Statements in 

Sales Literature. The proposed 

amendments would require RILA 

issuers to comply with rule 156, which 

provides guidance as to when sales 

literature is materially misleading under 

the Federal securities laws. 

Our proposal, if adopted, would 

implement the RILA Act’s mandate. 


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64See proposed General Instruction B.1 of Form 

N–4. Form N–4, as we propose to amend it, would 

provide that Form N–4 is ‘‘to be used by insurance 

companies to register index-linked annuity 

contracts under the Securities Act of 1933.’’ 

Insurance companies therefore would not be 

permitted to register RILA offerings on Forms S–1 

or S–3, as they do today. 65 Variable annuities register on Form N–3 if they 

are issued by separate accounts that are organized 

as management investment companies. However, 

most variable annuities are issued by separate 

accounts that are organized as unit investment 

trusts and therefore use Form N–4. See supra 

footnote 6. 

66See infra section II.B.3(c). 

67Based on an informal Commission staff review 

of RILA filings on the EDGAR system as of May 2, 

2023. 

68See infra sections I.C and II.E. 

69See also infra section II.E.3 (discussing 

proposed changes to rule 172). 

II. Discussion 

A. Use of Form N–4 

We propose to require insurance 

companies to use Form N–4 to register 

the offering of RILAs, as well as 

amendments to the form to require 

disclosures specific for these 

securities.64 As discussed above, the 

registration forms currently used by 

RILA issuers do not include line-item 

disclosure requirements addressing the 

unique aspects of RILAs, like limits on 

gains or the application of contract 

adjustments. They also require 

information about the issuer, such as 

MD&A, that may be less important to 

annuity investors, given that they are 

not making a direct investment in the 

insurance company, and that the 

Commission has not determined to 

require for variable annuities. 

Conversely, most variable annuity 

issuers already use Form N–4 to register 

their securities and the form is designed 

to provide investors with productspecific information about annuity 

contracts.65 Requiring insurance 

companies to register RILA offerings on 

Form N–4 therefore leverages the form’s 

existing insurance-product specific 

disclosure requirements, including 

disclosure requirements that help 

effectuate the relatively new summary 

prospectus layered disclosure 

framework the Commission adopted in 

2020 for variable contracts. With the 

RILA-specific disclosures we are 

proposing to add to Form N–4, we 

intend that the form will provide 

investors with the information 

necessary to make informed decisions 

about RILAs. 

Including RILAs on Form N–4 also 

could provide further benefits to 

investors by facilitating not only 

investor comparison among RILAs, but 

also the comparison of index-linked 

options to variable options in the same 

annuity contract. For example, investors 

would be able to review summary 

information of all the available 

investment options of an annuity 

contract—index-linked options, variable 

options, and fixed options—and 

compare these options in one place in 

the prospectus appendix required by 

Form N–4.66 Currently, we understand 

that approximately 44% of the RILAs 

offered in the marketplace are offered as 

index-linked options through 

combination products.67 Registering the 

offerings of RILAs on Form N–4, rather 

than a new or different form, also would 

be more efficient for insurance 

companies and Commission staff. In this 

regard, insurance companies would 

benefit from using a single form, with 

tailored disclosure requirements, to 

register the offerings of both RILAs and 

combination contracts with indexlinked options. In addition, many of the 

insurance companies issuing RILAs also 

issue variable annuity contracts and 

therefore are familiar with the 

requirements of Form N–4. Using Form 

N–4 for RILAs also would be efficient 

for our staff because the disclosure 

requirements for variable contracts and 

RILAs would be consolidated in one 

place. Further, because Congress has 

authorized RILA issuers to use Form N– 

4 if the Commission fails to adopt a 

registration form for RILAs within 18 

months of the RILA Act’s enactment, we 

believe that requiring insurance 

companies to use the form is consistent 

with congressional intent. 

Requiring insurance companies to 

register RILA offerings on Form N–4 

under the proposal would result in 

changes to RILA disclosure, in that they 

would have to comply with the current 

Form N–4 disclosure requirements in 

addition to the proposed new RILAspecific disclosure requirements. While 

Form N–4 contains some of the issuerand offering-specific disclosures 

required by Forms S–1 and S–3, it does 

not contain them all. Specifically, Form 

N–4 does not include many of the 

disclosures relating to the mechanics of 

the offering (e.g., use of proceeds, 

dilution, etc.); offering participants 

other than the issuer, such as selling 

securities holders; and certain details of 

the issuer (e.g., descriptions of property, 

executive compensation, etc.). These 

disclosures may be more useful to an 

investor considering an investment in 

the capital stock or debt securities of the 

insurance company rather than an 

investment in a RILA issued by the 

insurance company. Unlike an investor 

in the insurance company itself, a RILA 

investor’s direct investment exposure to 

the insurance company is limited to the 

insurance company’s claims-paying 

ability, which also is supported by State 

insurance regulations and supervision 

designed to ensure that insurance 

companies are able to satisfy their 

obligations under their insurance 

contracts. Requiring insurance 

companies to register RILA offerings on 

Form N–4 would leverage that form’s 

annuity-focused requirements to ensure 

that investors receive those disclosures 

that would be the most important in the 

RILA context. 

To accommodate the offering of RILAs 

on Form N–4 and to provide a 

consistent framework for all offerings 

registered on the form, we are 

proposing, as discussed in more detail 

below, changes to certain rules and 

requirements such that RILA issuers 

would be subject to the same process 

requirements as variable annuities.68

For example, similar to the current 

offering processes for issuers of variable 

annuities, insurance companies 

registering RILA offerings would be 

permitted to use a streamlined summary 

prospectus and required to pay fees to 

register their securities annually rather 

than at the time of filing a registration 

statement.69 These changes would 

provide efficiencies for insurance 

companies and Commission staff in 

establishing consistent requirements for 

offerings registered on Form N–4. It 

would, however, result in some tradeoffs for RILA issuers. For example, 

insurance companies currently 

registering RILA offerings on Form S–3 

would lose the ability to update their 

registration statement by incorporating 

by reference their annual report but 

would be able to update their 

registration statement annually with an 

immediately effective amendment. On 

balance, and as discussed in more detail 

throughout this release, requiring 

insurance companies registering RILA 

offerings to follow the offering processes 

proposed in this release should result in 

efficiencies for insurance companies 

and our staff. We anticipate that 

requiring RILA offerings to be registered 

on Form N–4 will also benefit investors 

by leveraging the form’s annuityspecific disclosure requirements and 

extending the variable annuity summary 

prospectus to RILAs. Having a common 

registration form also should make it 

easier for investors deciding between an 

investment in a RILA or a variable 

annuity to compare the offerings. 

We request comment on the proposed 

requirement to register RILA offerings 

on Form N–4. 

1. As proposed, should we require 

RILA issuers to use Form N–4? Is 

another existing registration form more 


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70Some proposed changes entail a nonsubstantive change such as a change to a defined 

term or specifying that the provision would 

continue to be applicable only to a registered 

separate account or variable option. These are not 

flagged in the following table but are instead 

discussed in section II.B.7 supra. 

appropriate for RILAs? If so, which 

registration form and why? 

2. Given that any existing registration 

form would require RILA-specific 

amendments, should the Commission 

instead develop a new form specifically 

for RILAs? 

3. Is it appropriate to require an 

annuity that offers different types of 

investment options (e.g., variable 

options as well as index-linked options) 

to address these different types of 

investment options on the same 

registration form? Would requiring 

different registration forms for annuities 

offering different types of investment 

options be more or less efficient for 

insurance companies that offer variable 

annuities, RILAs, and combination 

contracts? 

4. Is there any information currently 

required by Forms S–1 or S–3 that we 

should also require RILA issuers to 

disclose? 

5. Would requiring RILAs to follow 

the same filing and other process 

requirements as variable annuities (such 

as requirements for paying registration 

fees, and the ability to use a summary 

prospectus) be efficient for insurance 

companies because they could use the 

same processes to pay registration fees 

and update registration statements for 

variable annuities, RILAs, and 

combination contracts? 

6. Do commenters believe that there 

are any disclosures from Forms S–1 and 

S–3 we are not including in the 

proposed Form N–4, particularly the 

MD&A and executive compensation 

disclosures, that could be of material 

relevance to RILA investors? If so, 

please explain their relevance to RILA 

investors. 

7. Do commenters agree with our 

estimate that approximately 44% of 

RILA securities offered in the 

marketplace are offered as index-linked 

options through combination products? 

If not, what percentage do commenters 

think more accurately reflects RILA 

securities offered as index-linked 

options through combination products, 

and what is the basis for this estimate? 

8. Should Form N–4, as amended, be 

the only form that insurance companies 

could use to register RILA offerings? 

Should we permit the continued use of 

Forms S–1 and S–3 in addition to the 

amended Form N–4? Would this be 

appropriate, given that RILA issuers can 

already use those forms? How would we 

ensure that investors receive the 

information necessary to make informed 

decisions through use of those forms, 

including the benefit of the proposed 

RILA-specific disclosure requirements 

informed by investor testing? 

9. Do commenters expect that any 

RILA issuers will meet the conditions to 

operate as a WKSI, and if so, what is the 

basis for this expectation? 

10. Do commenters agree that 

leveraging Form N–4’s annuity specific 

disclosure requirements and summary 

prospectus regime would benefit 

investors? Would registering RILA 

offerings on Form N–4 make it easier for 

RILA investors to compare RILA 

offering with variable annuity offerings? 

Are there any other potential benefits or 

disadvantages to investors in registering 

RILA offerings on Form N–4 as 

compared to other forms? 

B. Contents of Form N–4 

As proposed, many items of current 

Form N–4 would apply to RILAs. We 

are also proposing updates to Form N– 

4 to include disclosures specific to 

RILAs. In certain circumstances, we 

propose changing the disclosures 

provided on the form that would apply 

to both RILAs and variable annuities. 

The chart in Table 1 below outlines 

these items and any substantive changes 

we are proposing.70 We discuss these 

changes in more detail in the sections 

that follow. 

TABLE 1—OVERVIEW OF PROPOSED FORM N–4 

Item Description Substantive changes Discussion 

Prospectus (Part A) 

1 ....................... Front and Back Cover Pages Adding new legends and other standardized disclosures applicable to all issuers.Section II.B.1. 

2 ....................... Overview of the Contract ....... New RILA-specific disclosures; moving order of appearance 

up.

Section II.B.3(a). 

3 ....................... Key Information ...................... New RILA-specific disclosures; changing to a question-andanswer format; moving order of appearance down; change 

discussion of restrictions on optional benefits to cover all 

benefits.

Section II.B.2. 

4 ....................... Fee Table ............................... New contract adjustment disclosure ....................................... Section II.B.5. 

5 ....................... Principal Risks of Investing in 

the Contract.

Providing more detailed disclosures applicable to all issuers Section II.B.4. 

6 ....................... Description of the Insurance 

Company, Registered Separate Account, and Investment Options.

New RILA-specific disclosures and one new item regarding 

variable options.

Section II.B.3(a). 

7 ....................... Charges .................................. New disclosures related to contract adjustments ................... Section II.B.5. 

8 ....................... General Description of Contracts.No substantive change ............................................................ Section II.B.8(b). 

9 ....................... Annuity Period ........................ No substantive change ............................................................ Section II.B.8(b). 

10 ..................... Benefits Available Under the 

Contract.

No substantive change ............................................................ Section II.B.8(b). 

11 ..................... Purchases and Contract 

Value.

No substantive change ............................................................ Section II.B.8(b). 

12 ..................... Surrenders and Withdrawals .. No substantive change ............................................................ Section II.B.8(b). 

13 ..................... Loans ...................................... No substantive change ............................................................ Section II.B.8(b). 

14 ..................... Taxes ...................................... No substantive change ............................................................ Section II.B.8(b). 

15 ..................... Legal Proceedings .................. No substantive change ............................................................ Section II.B.8(c). 

16 ..................... Financial Statements .............. No substantive change (but see Item 26) ............................... Section II.D. 


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71One change specific to this legend would be to 

indicate whether the insurance company will apply 

a contract adjustment on any money returned 

during this period. Contract adjustments are a 

defining element of a RILA, but can apply in other 

circumstances. Nonetheless, given the context of 

this legend, we believe that it is important for 

investors to know whether they will be subject to 

this charge if they elect to have their money 

returned. See supra sections II.B.5 (discussing 

contract adjustments generally) and II.F (discussing 

that it could be materially misleading to advertise 

that investors can receive their money back during 

a period of time without indicating that a contract 

adjustment could apply). 

TABLE 1—OVERVIEW OF PROPOSED FORM N–4—Continued 

Item Description Substantive changes Discussion 

17 ..................... Investment Options Available 

Under the Contract.

New RILA-specific disclosures ................................................ Section II.B.3(b). 

Statement of Additional Information (Part B) 

18 ..................... Cover Page and Table of 

Contents.

No substantive change ............................................................ Section II.B.8(b). 

19 ..................... General Information and History.No substantive change ............................................................ Section II.B.8(c). 

20 ..................... Non-Principal Risks of Investing in the Contract.No substantive change ............................................................ Section II.B.8(b). 

21 ..................... Services .................................. No substantive change ............................................................ Section II.B.8(b). 

22 ..................... Purchase of Securities Being 

Offered.

New disclosure of specific contract adjustment information ... Section II.B.5. 

23 ..................... Underwriters ........................... No substantive change ............................................................ Section II.B.8(c). 

24 ..................... Calculation of Performance 

Data.

Clarifying only applies to variable options .............................. Section II.B.7. 

25 ..................... Annuity Payments .................. No substantive change ............................................................ Section II.B.8(b). 

26 ..................... Financial Statements .............. Providing that RILA issuers can use the relevant instructions 

and adding requirements relating to changes in and disagreements with accountants for RILAs.

Section II.D. 

Other Information (Part C) 

27 ..................... Exhibits ................................... Adding power of attorney for all issuers and accountant letters for RILA issuers as exhibits.Section II.B.7(d). 

28 ..................... Directors and Officers of the 

Insurance Company.

No substantive change ............................................................ Section II.B.8(c). 

29 ..................... Persons Controlled or Under 

Common Control with the 

Insurance Company or the 

Registrant.

No substantive change ............................................................ Section II.B.8(c). 

30 ..................... Indemnification ....................... No substantive change ............................................................ Section II.B.8(c). 

31 ..................... Principal Underwriters ............ No substantive change ............................................................ Section II.B.8(c). 

31A ................... Information about contracts 

with Index-Linked Options.

New disclosure of RILA specific information .......................... Section II.B.6. 

32 ..................... Location of Accounts and 

Records.

No substantive change ............................................................ Section II.B.7. 

33 ..................... Management Services ............ No substantive change ............................................................ Section II.B.8(b). 

34 ..................... Fee Representation and Undertakings.Adding new RILA undertakings ............................................... Section II.B.7(d). 

1. Front and Back Cover Pages (Item 1) 

We propose to require RILA issuers to 

include the information Form N–4 

currently requires on the front and back 

cover pages of the prospectus. 

Currently, issuers are required to 

include on the front and back cover 

pages basic identifying information 

about the issuer and the contract, 

information on how to review the 

document (e.g., what the SAI is and 

where to find it), as well as certain 

legends, for example, one relating to the 

ability for an investor to cancel the 

contract within 10 days.71 The table 

below outlines these existing 

disclosures that RILAs would be 

required to include if applicable. 

TABLE 2—EXISTING INFORMATION REQUIRED BY ITEM 1 OF FORM N–4 

[With proposed adjustments] 

Item No. Disclosure Cover 

Identifying Information 

Item 1(a)(2) ..................................... Insurance company’s name ................................................................... Front. 

Item 1(a)(3) ..................................... Types of contracts offered (e.g., group, individual, etc.) ....................... Front. 

Item 1(a)(4) ..................................... Name and class of contract ................................................................... Front. 

Item 1(a)(9) ..................................... Date of prospectus ................................................................................ Front. 

Item 1(b)(4) ..................................... EDGAR identifier number ...................................................................... Back. 


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72See proposed Item 1(a)(5) of Form N–4. 73See proposed Item 1(a) of Form N–4. 

TABLE 2—EXISTING INFORMATION REQUIRED BY ITEM 1 OF FORM N–4—Continued 

[With proposed adjustments] 

Item No. Disclosure Cover 

Legends 

Item 1(a)(10) ................................... Statement that the Commission has not approved or disapproved of 

the securities or passed upon the accuracy or adequacy of the disclosure in the prospectus and that any contrary representation is a 

criminal offense (as required in 17 CFR 230.481(b)(1)).

Front. 

Item 1(a)(11) ................................... Statement that additional information about the contract is available 

on Investor.gov.

Front. 

Item 1(a)(12) ................................... A legend that states that if you are a new investor, you may cancel 

your contract within 10 days of receiving it with some details about 

the operation of this process.

Front. 

Other Information 

Item 1(b)(1) ..................................... Statement that the SAI contains additional information, that it is available to investors, and how investors may obtain the SAI or make 

inquiries about their contracts.

Back. 

Item 1(b)(2) ..................................... Statement about whether and from where information is incorporated 

by reference.

Back. 

In addition, we are proposing to add 

several new disclosures to the cover 

page to accommodate RILAs. The first 

proposed amendment would require the 

insurance company to identify the types 

of investment options offered under the 

contract and cross-reference the 

prospectus appendix that provides 

additional information about each 

option.72 Given the addition of 

investment options beyond variable 

options to the form, this would help 

investors better understand what 

investment options are available under 

the contract. 

The other proposed amendments to 

the cover page would require additional 

new disclosures that highlight RILAs’ 

complexities and certain associated 

risks. These include RILA’s limitation 

on gains and potential for loss, that they 

are not short-term investments, and that 

payments under the contract are subject 

to the insurance company’s financial 

strength and claims-paying ability. The 

proposed legends would require issuers 

to include statements on the front cover 

disclosing the following: 

(1) The contract is a complex 

investment and involves risks, 

including the potential loss of principal; 

(2) For contracts that include indexlinked options, a prominent statement 

that the insurance company limits the 

amount the investor can earn, the 

potential for investment loss could be 

significantly greater than the potential 

for investment gain, an investor could 

lose a significant amount of money if 

the index declines in value, and a 

prominent statement disclosing as a 

percentage the maximum amount of loss 

from negative index performance that an 

investor could experience after taking 

into account the minimum guaranteed 

limit on index loss provided under the 

contract; 

(3) The contract is not a short-term 

investment and is not appropriate for an 

investor who needs ready access to 

cash, and withdrawals could result in 

surrender charges, negative contract 

adjustments, taxes, and tax penalties as 

applicable with a prominent statement 

of the maximum potential loss resulting 

from a contract adjustment, if 

applicable; and 

(4) The insurance company’s 

obligations under the contract are 

subject to its financial strength and 

claims paying ability.73

This cover page disclosure is designed 

to put an investor on notice of these key 

considerations to help the investor make 

informed decisions. 

While these proposed additional 

disclosures are important for investors 

in RILAs, they are also relevant in many 

cases to investors in variable annuities. 

For example, while RILAs are complex 

investments, variable annuities are 

complex as well. Variable annuities, like 

RILAs, also are not short-term 

investments. As a result, we are 

proposing to apply the proposed new 

disclosures to all Form N–4 issuers to 

ensure that investors in both RILAs and 

variable annuities receive appropriate 

disclosures. 

We request comment on the 

requirement of RILAs to include the 

information in Item 1 of Form N–4 on 

their registration statement and the 

inclusion of new legends for all Form 

N–4 filers, as applicable, on the front 

cover of the registration statement. 

11. Would the new legends be 

effective in helping investors make 

informed decisions with regards to 

RILAs? Do commenters agree that it is 

appropriate to require the legends for 

variable annuities? Are the disclosures 

in the Overview of the Contract, Key 

Information Table, and elsewhere in the 

prospectus—as discussed later in this 

release—sufficient such that these 

legends are not necessary? Conversely, 

are legends effective in alerting 

investors to key concepts for a RILA or 

variable annuity on the cover page of 

the prospectus? Are there additional 

legends that are appropriate in light of 

the complexity of RILAs and variable 

annuities? For example, should a legend 

be required that specifically discloses a 

contract’s upside limitation, such as due 

to a participation rate or cap rate? 

12. Are there any examples or 

illustrations of how RILAs operate that 

we should require on the front or back 

cover pages? Are examples or 

illustrations more effective 

communication tools than legends on 

the cover page of the prospectus? 

Should examples or illustrations be 

provided in addition to legends? 

13. Is there any other information we 

should require on the front or back 

cover pages? 


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74See VASP Adopting Release at section 

II.A.1.c.ii; see also infra section II.C. 

75See, e.g., OIAD Report at Section 5, Qualitative 

Testing (following two rounds of in-depth 

interviews to assess potential RILA KIT disclosure 

for areas of confusion or misunderstanding, 

qualitative interviews suggested confusion with 

RILA terms and concepts relating to, for example, 

contract adjustments such as interim value 

adjustments and loss limiting features such as 

buffers); OIAD Report at Section 6, Quantitative 

Testing, Results, Subgroup Analysis (noting 5.7 

percentage point effect of the Q&A KIT structure on 

overall comprehension for ‘‘non-investors’’ during 

quantitative testing). 

76See proposed instruction 1 to Item 3 of Form 

N–4. 

77Proposed instruction 1(d) to Item 3 of Form N– 

4. 

78For purposes of investor testing, participants 

were classified into three groups: those with no 

investments in stocks, bonds, mutual funds, or 

other securities (non-investors); those with 

investments exclusively in retirement savings 

accounts (retirement only); and those with 

investments outside of retirement accounts 

(independent investors). See OIAD Report at 

Section 6, Quantitative Testing, Subgroup Analysis, 

Investor Status. The report noted a 5.7 percentage 

point effect of the Q&A KIT structure on overall 

comprehension for ‘‘non-investors’’. Id. 

79The Commission’s proposed Q&A format is 

consistent with previous rulemaking experience. 

See Form CRS Relationship Summary; 

Amendments to Form ADV, Investor Act Release 

No. 5247 (June 5, 2019) [84 FR 33492 (June 12, 

2019)] (adopting question-and-answer format in 

response to feedback from surveys and studies and 

commenters who noted that ‘‘the question-andanswer format is a more effective design for 

consumer disclosures because it focuses on 

questions to which a consumer wants answers and 

allows a consumer to skim quickly and understand 

where to get more information.’’). The proposed 

format is also supported by prior surveys and 

studies to help design effective disclosures to retail 

investors. See, e.g., Angela A. Hung, et al., RAND 

Corporation, Investor Testing of Form CRS 

Relationship Study (2018), available at https://

www.sec.gov/about/offices/investorad/investortesting-form-crs-relationship-summary.pdf, at p. 23 

(reporting that about 60% of respondents favored a 

question-and-answer format over the sample 

relationship summary format presented in the 

survey); Kleimann Communication Group, Inc., 

Report on Development and Testing of Model Client 

Relationship Summary, Presented to AARP and 

Certified Financial Planner Board of Standards, Inc. 

(Dec. 5, 2018), available at https://www.sec.gov/ 

comments/s7-07-18/s70718-4729850-176771.pdf, at 

p. 4 (‘‘Readers ask questions when they read, 

especially of functional documents. . . . For good 

design, we want to build upon this tendency by 

identifying key questions investors should or are 

likely to ask and featuring them prominently in the 

text, thus easing the cognitive task for readers. As 

a result, we used questions in the headings to 

introduce each section’s major topic.’’); Susan 

Kleimann, Making Disclosures Work for Consumers, 

Presentation to the SEC’s Investor Advisory 

Committee (June 14, 2018), available at https://

www.sec.gov/spotlight/investor-advisorycommittee-2012/iac061418-slides-by-susankleimann.pdf (encouraging the use of question-andanswer format, the use of headings to make 

structure clear, and a strong design grid to organize 

elements, among other disclosure design principles, 

to promote readability), cited in VASP Adopting 

Release at n.112 and accompanying text. See also 

Office of Investor Education and Assistance, U.S. 

Securities and Exchange Commission, A Plain 

English Handbook (Aug. 1998) (‘‘You can make 

complex information more understandable by 

giving your readers an example using one investor. 

This technique explains why ‘question and answer’ 

formats often succeed when a narrative abstraction 

fails.’’). 

80The current instructions to Form N–4 require 

that, notwithstanding 17 CFR 230.421(a), the KIT, 

Overview, and Fee Table must be disclosed in 

numerical order. General instruction C.3(a) of Form 

N–4. The proposal would change this instruction to 

reflect the change in order. 

2. Key Information Table (Item 3) 

RILA issuers, like variable annuities 

issuers currently, would be required to 

provide a Key Information Table in their 

registration statements under the 

proposal. We also are proposing 

amendments to the KIT’s disclosure 

requirements to address key RILA 

features, as well as other amendments 

that would apply to all Form N–4 

issuers. 

The KIT provides summary 

prospectus disclosure, including a brief 

description of key facts about a variable 

annuity in a specific sequence and in a 

standardized presentation.74

Specifically, the KIT currently includes 

a summary of five topic areas: (1) fees 

and expenses; (2) risks; (3) restrictions; 

(4) taxes; and (5) conflicts of interest. 

The KIT functions as an integral part of 

the layered disclosure approach in Form 

N–4 by identifying key considerations 

upfront, with more detail to follow later 

in the prospectus. The proposed 

amendments to the KIT, which are 

informed by investor testing, are 

intended to build on this framework and 

highlight important considerations 

related to RILAs, including certain 

aspects of RILAs that our investor 

testing observed are difficult for 

investors to understand and thus require 

clear disclosure in order to help 

investors make informed investment 

decisions.75

Form N–4 currently prescribes format 

requirements for the KIT to enhance the 

readability and comparability of the 

disclosure that also would apply to 

RILA offerings under the proposal.76

Specifically, RILA issuers would be 

required to disclose the required 

information in the tabular presentation 

reflected in the instructions, in the order 

specified, without any modification or 

substitution with alternate terminology 

of the title, headings, and sub-headings 

for the tabular presentation, unless 

otherwise provided. Consistent with the 

form’s current requirements, RILA 

issuers, however, would be permitted to 

exclude any disclosures (other than the 

title, headings, and sub-headings for this 

tabular presentation) in the KIT that are 

not applicable, or modify any of the 

statements required to be included, so 

long as the modified statement contains 

comparable information. RILA issuers 

also would be required to provide crossreferences to the location in the 

statutory prospectus where the subject 

matter is described in greater detail, 

either accessed by direct electronic link 

or through equivalent methods or 

technologies, as required for variable 

annuity KIT disclosure. Consistent with 

current requirements, RILA issuers 

would include these cross-references 

adjacent to the relevant disclosure, 

either within the table row, or presented 

in an additional table column. As 

currently is required, all disclosures for 

the KIT should be short and succinct, 

consistent with the limitations of a 

tabular presentation. 

We are proposing three modifications 

that would apply to registration 

statements both for RILAs and for 

variable annuities. These changes are 

designed to provide investors with a 

better understanding of these products, 

and are informed in part by the results 

of investor testing. First, we are 

proposing to require issuers to present 

the information in the KIT in a questionand-answer (‘‘Q&A’’) format.77 As a 

result of this change, the various line 

items of the KIT would be rephrased as 

questions (e.g., ‘‘Are there charges for 

early withdrawals?’’ instead of ‘‘Charges 

for Early Withdrawals’’). The 

instructions would further require that, 

unless the context otherwise requires, 

issuers should begin the response with 

a ‘‘Yes’’ or ‘‘No’’ in bold text when 

answering a question presented in a 

given row of the KIT. Consistent with 

the directional results of the 

quantitative investor testing, we 

anticipate that the Q&A format may 

improve investor comprehension of 

RILA-specific topics. Because the effect 

of the Q&A KIT structure on overall 

comprehension was larger for noninvestors than independent investors, 

this format may particularly improve 

comprehension for less-experienced 

investors.78 We also expect that 

rephrasing the current line items in a 

Q&A format would more clearly convey 

the importance of the KIT information 

to help RILA and variable annuity 

investors make informed investment 

decisions.79

Second, we propose to change the 

order in which the KIT (current Item 2) 

appears relative to the Overview of the 

Contract (current Item 3) disclosures.80

The Overview of the Contract 

disclosures provide general information 

about the contract and important 

context about the information 

summarized in the KIT. Based on our 

observations of investor testing, we 

believe RILA investors may generally 

benefit from more context to understand 


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81See, e.g., OIAD Report at Section 5, Qualitative 

Testing, Results from Round 1, Summary of 

Qualitative Testing, Section 6, Quantitative Testing, 

Summary of Quantitative Testing. 82See, e.g., OIAD Report at Section 5, Qualitative 

Testing, Summary of Qualitative Testing, Section 6 

and 7 Quantitative Testing, Summary of 

Quantitative Testing, Section 7, Conclusions, 

Summary of Findings. 

83See, e.g., proposed Item 2(b)(2) of Form N–4. 

84 General Instruction C.3.(a) of Form N–4. 

85See instruction 1(b) to Item 2 of Form N–4. 

86See Item 5 of Form N–4; VASP Adopting 

Release at text following n.689 (‘‘The principal risks 

section is designed to provide a consolidated 

presentation of principal risks which can be crossreferenced by registrants to reduce repetition that 

might otherwise occur if the same principal risks 

are repeated in different sections of the 

prospectus.’’). 

87See, e.g., OIAD Report at Section 5, Qualitative 

Testing, Results from Round 1, Results from Round 

2. 

88Proposed instruction 2(a) to Item 3 of Form N– 

4. 

the KIT disclosures. For example, 

interview participants generally found 

certain RILA-specific terminology 

confusing, such as ‘‘index,’’ ‘‘investment 

term,’’ ‘‘interim value adjustment,’’ and 

‘‘buffer.’’ 81 Further, investor testing 

indicated that investors had difficulty in 

understanding the basic features and 

concepts of RILA contracts.82 The 

proposed Overview of the Contract 

disclosures would require descriptions 

and examples to help investors 

understand these RILA features and 

provide a basis for better understanding 

the issues flagged by the KIT 

disclosures.83 Thus, based on investor 

testing, we propose to change the 

location of the KIT so that it appears 

after (rather than before) the Overview 

of the Contract section. Placing the 

Overview of the Contract section first 

may similarly provide context of the 

issues flagged in variable annuity KITs. 

Third, we propose to delete Form N– 

4’s general instruction stating that 

where the discussion of information 

required by the Overview of the 

Contract (currently Item 3) or KIT 

(currently Item 2) also responds to the 

disclosure requirements in other items 

of the prospectus, registrants need not 

include additional disclosure in the 

prospectus that repeats the information 

disclosed in the Overview of the 

Contract or the KIT.84 In administering 

Form N–4, we have observed that this 

instruction has led to confusion on the 

part of registrants. For example, while 

both the KIT and Item 5 require 

disclosures about principal risks, the 

KIT expressly contemplates that more 

detailed information will be repeated 

later in the prospectus, specifically 

requiring registrants to provide crossreferences to the more detailed 

prospectus discussion.85 Item 5 requires 

registrants to summarize the principal 

risks of the contract in one place, and 

was not intended to permit an insurance 

company to omit principal risks from 

that section if those risks were also 

disclosed in the KIT.86 Moreover, the 

layered disclosure framework requires a 

degree of repetition to ensure both that 

the KIT contains key disclosures and 

that the detailed sections that follow 

contain all of the key information about 

the given topic. We believe this is 

particularly important for RILAs in light 

of the challenges our investor testing 

suggests investors have in 

understanding these products. This 

way, investors will see the key risks 

regardless of whether they review 

targeted sections of the prospectus. 

The proposed overall format of the 

KIT is depicted below: 

TABLE 3—PROPOSED KEY INFORMATION TABLE

Fees and Expenses: 

Are There Charges for Early Withdrawals? 

Are There Transaction Charges? 

Are There Ongoing Fees and Expenses? 

Risks: 

Is There a Risk of Loss From Poor Performance? 

Is this a Short-Term Investment? 

What are the Risks Associated with the Investment Options? 

Is There Any Chance the Insurance Company Won’t Pay Amounts 

Due to Me Under the Contract? 

Restrictions: 

Are There Restrictions on the Investment Options? 

Are there any Restrictions on Contract Benefits? 

Taxes: 

What are the Contract’s Tax Implications? 

Conflicts of Interest: 

How are Investment Professionals Compensated? 

Should I Exchange My Contract? 

(a) Fees and Expenses 

RILA contracts typically have implicit 

fees, expenses, and charges for early or 

mid-term withdrawals that can be 

confusing or surprising to investors, as 

observed in our investor testing.87 We 

anticipate that investors would benefit 

from tailored disclosure about certain 

unique features of a RILA contract’s fee 

and expense structure as described 

below to help them make informed 

decisions. 

Early Withdrawal Charges. As RILAs 

may have surrender charges, we propose 

to require RILA issuers to provide the 

existing KIT surrender charge disclosure 

in this first line item under the ‘‘Fees 

and Expenses’’ heading so that RILA 

investors understand how surrender 

charges are assessed (e.g., that if they 

make a withdrawal within a specified 

period after their last premium 

payment, they may pay a significant 

surrender charge that will reduce the 

value of their investment).88 This 

disclosure must include the maximum 

surrender charge, the maximum number 

of years that a surrender charge may be 

assessed, and an example of the 

maximum surrender charge an investor 

could pay in dollars based on a 

$100,000 investment. In a change to the 

current form requirements, we also are 

proposing to require that offerings of 

both variable annuities and RILAs 

disclose that this loss will be greater if 

there is a negative contract adjustment, 

taxes, or tax penalties, to make clear that 

an investor may lose more than just the 

surrender charge upon an early 

withdrawal. 

We also are proposing to require 

specific disclosure on contract 

adjustments, which can result in 

investor losses if the investor withdraws 


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89As noted above, contract adjustments include 

adjustments made when amounts are removed 

prematurely from an index-linked option, often 

referred to as interim value adjustments, as well as 

adjustments made when amounts are removed 

prematurely from the contract, often referred to as 

market value adjustments. Thus, a specified period 

would include index-linked option crediting 

periods (which again, are typically referred to by 

insurance companies as ‘‘investment terms’’ or 

‘‘terms’’), as well as any specified period relating to 

a market value adjustment. 

90Proposed instruction 2(b) to Item 3 of Form N– 

4. 

91See instruction 2(c) to Item 2 of Form N–4. The 

minimum and maximum annual fee table requires 

a tabular description of the fees and expenses that 

an investor may pay each year, depending on the 

investment options chosen. This includes minimum 

and maximum percentages for: base contract fees; 

portfolio company fees and expenses; and optional 

benefits available for an additional charge. The 

lowest and highest annual cost table requires a 

tabular description of the lowest and highest cost 

an investor could pay each year, based on current 

charges and a set of standardized assumptions (e.g., 

$100,000 investment and 5% annual appreciation). 

92See VASP Adopting Release at section 

II.A.1.c.ii.(i), n.144 and accompanying text; see also 

Item 4 of Form N–4. 

93See VASP Adopting Release at section 

II.A.1.c.ii.(i), n.147 and accompanying text. 

94See proposed instruction 2(c) to Item 3 of Form 

N–4. 

95See proposed instruction 2(c)(i)(G) to Item 3 of 

Form N–4. 

96Proposed instruction 2(c)(iii) to Item 3 of Form 

N–4. 

97See proposed Instruction 2(c)(ii)(A) to Item 3 of 

Form N–4. Currently, this legend only refers to 

surrender charges, not negative contract 

adjustments. 

money from an index-linked option, or 

withdraws money from the RILA 

entirely before the end of a specified 

period.89 Specifically, if the contract 

includes contract adjustments, the 

insurance company would be required 

to include a statement that if all or a 

portion of account value is removed 

from an index-linked option or from the 

contract before the expiration of a 

specified period, the insurance 

company will apply a contract 

adjustment, which may be negative. 

Similar to the disclosures relating to 

surrender charges, this statement would 

include the maximum potential loss (as 

a percentage of the investment) resulting 

from a negative adjustment (e.g., ‘‘[y]ou 

could lose up to XX% of your 

investment due to the contract 

adjustment’’). The insurance company 

also would be required to provide an 

example of the maximum negative 

adjustment that could be applied (in 

dollars) assuming a $100,000 

investment (e.g., ‘‘[i]f you allocate 

$100,000 to an investment option with 

a 3-year crediting period and later 

withdraw the entire amount before the 

3 years have ended, you could lose up 

to $90,000 of your investment. This loss 

will be greater if you also have to pay 

a surrender charge, taxes, and tax 

penalties.’’). We also propose to require 

the insurance company to provide a 

brief narrative description of the 

contract transactions subject to a 

contract adjustment (e.g., withdrawals, 

surrender, annuitization, etc.) as part of 

the response to this item to make clear 

to investors the range of transactions 

that could result in a contract 

adjustment. 

Transaction Charges. The second line 

item in the ‘‘Fees and Expenses’’ section 

of the proposed amended KIT, ‘‘Are 

there transaction charges?,’’ would 

require registrants to disclose that the 

investor may also be charged for other 

transactions in addition to surrender 

charges (and now contract adjustments), 

along with a brief narrative description 

of the types of such charges (e.g., front 

loads, charges for transferring cash 

value between investment options, 

etc.).90 This line item is designed to 

provide a simple narrative description 

to alert investors that surrender charges 

and contract adjustments are not the 

only transaction charges they could pay. 

We are proposing to require RILA 

issuers to provide this disclosure. 

Ongoing Fees and Expenses. The third 

line item in the ‘‘Fees and Expenses’’ 

section, ‘‘Are there ongoing fees and 

expenses?,’’ is designed to alert 

investors that they also will bear 

recurring fees on an annual basis. This 

item currently requires the insurance 

company to disclose (1) a minimum and 

maximum annual fee table and (2) a 

lowest and highest annual cost table, 

both along with applicable legends.91

The minimum and maximum annual fee 

table is designed to consolidate the 

more detailed information in the Fee 

Table that appears later in the 

prospectus, in order to minimize the 

need for investors to perform complex 

calculations to understand the fees they 

will pay.92 The lowest and highest 

annual cost table is designed to provide 

investors with a high-level cost 

illustration that will give investors a 

tool to understand the basic cost 

framework of the contract.93 We are 

proposing to require RILA issuers to 

provide this disclosure.94

We also are proposing to require that 

where a contract imposes limits on 

gains on the amount an investor can 

earn on an index-linked option, 

insurance companies disclose that they 

impose these limits on gains and that 

they serve as an implicit ongoing fee.95

In other words, as a result of limits on 

gains imposed under a contract, an 

investor is sacrificing the potential for 

investment gains that exceed the cap or 

other limit on upside performance. 

Specifically, insurance companies 

would prominently state that they 

impose an implicit ongoing fee on 

index-linked options by limiting, 

through the use of a cap, participation 

rate, or some other rate or measure, the 

amount an investor can earn on an 

index-linked option. Further, insurance 

companies would state that imposing 

this limit helps the insurance company 

make a profit on the index-linked 

option, and that, in return for accepting 

this limit on index gains, an investor 

will receive some protection from index 

losses. This disclosure would be 

required to precede the minimum and 

maximum annual fee table. If the 

contract offers an index-linked option 

subject to limits on gains but does not 

impose any explicit ongoing fees or 

expenses under the contract, and thus 

there would be no need to include the 

minimum and maximum annual fee and 

lowest and highest cost tables, the 

insurance company would include this 

disclosure in lieu of such tables.96

Where there are no explicit ongoing 

fees, minimum and maximum annual 

fee and cost tables showing zero fees 

could mislead investors because an 

index-linked option imposing limits on 

gains has implicit fees inherent in 

limiting upside index participation. 

Lastly in this line item, we propose to 

revise the last sentence in the required 

legend in the lowest and highest annual 

cost table to include the underlined 

language: ‘‘This estimate assumes that 

you do not take withdrawals from the 

Contract, which could add surrender 

charges and negative Contract 

Adjustments that substantially increase 

costs.’’ 97 This would further alert 

investors to the cost impact of a contract 

adjustment if they withdraw money 

early. 

(b) Risks 

Risk of Loss. Under the first line item 

in the amended KIT under the heading 

‘‘Risks,’’ ‘‘Is there a risk of loss from 

poor performance?,’’ we would, as 

required by an existing instruction in 

the form, require RILA issuers to state 

that an investor can lose money by 

investing in the contract. RILAs, like 

variable annuities, are subject to the risk 

of investment loss. We also are 

proposing to amend this instruction to 

provide that, if an annuity contract 

offers an index-linked option, the 

insurance company must disclose, as a 

percentage, the maximum amount of 

loss an investor could experience from 

negative index performance, after taking 

into account the minimum guaranteed 

limit on index loss provided under the 


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98See proposed Instruction 3(a) to Item 3 of Form 

N–4. 

99See proposed instruction 3(b) to Item 3 of Form 

N–4. 

100 VASP Adopting Release at the text 

accompanying n.170. 

101See proposed instruction 3(c) to Item 3 of 

Form N–4. 

102See proposed instruction 3(c)(A) to Item 3 of 

Form N–4. 

103See proposed instruction 3(c)(B) to Item 3 of 

Form N–4. 

104See VASP Adopting Release at section 

II.A.1.c.ii.(ii); see also proposed Instruction 3(d) to 

Item 2 of Form N–4 (‘‘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 Options and IndexLinked Options), guarantees, or benefits are subject 

to the claims-paying ability of the Insurance 

Company.’’). 

105See proposed instruction 3(d); see also infra 

section II.B.7(b) (discussing changes of Form N–4’s 

defined terms, including replacing ‘‘depositor’’ with 

‘‘insurance company,’’ to facilitate inclusion of 

RILAs on the form). 

106See proposed instruction 4(a) to Item 3 of 

Form N–4. The current item requires the insurance 

company to state whether there are any restrictions 

that may limit the investments that an investor may 

choose, as well as any limitations on the transfer 

of contract value among portfolio companies. 

Consistent with the corresponding changes made to 

defined terms, we would also clarify that this item 

applies to any investment option, not just the 

portfolio companies available as investment options 

under a variable option. See infra section II.B.7. 

contract.98 For example, with a 

guaranteed buffer of ¥10%, a registrant 

would disclose that investors could lose 

up to 90% of their investment in an 

index-linked option due to poor index 

performance even with the loss 

limitation feature. This amendment is 

designed to make clear to investors 

investing in an index-linked option that 

they can still lose money even though 

index-linked options typically include 

features designed to limit investment 

loss. 

Short-Term Investment. The second 

line item under the Risks heading, ‘‘Is 

this a short-term investment?,’’ 

currently requires a statement that the 

contract is not a short-term investment 

and is not appropriate for an investor 

who needs ready access to cash along 

with a brief explanation. This statement 

and an accompanying brief explanation 

is equally applicable to RILAs and we 

therefore would require RILA issuers to 

make the same disclosure.99 We also are 

proposing to amend this item to require 

issuers of RILAs and variable annuities 

to state that (1) amounts withdrawn 

from the contract may result in 

surrender charges, taxes, and tax 

penalties; and (2) if applicable, that 

amounts removed from an index-linked 

option or the contract before a specified 

period may also result in a negative 

contract adjustment and loss of positive 

index performance. These disclosures 

are designed to make clear to investors 

some of the key reasons why these 

investments are not short-term 

investments. These disclosures are 

particularly important for an investor 

considering a RILA in light of the 

potential negative consequences if the 

investor withdraws money early from a 

particular index-linked option or the 

contract. We are not limiting these 

disclosures to contracts with indexlinked options, however, because these 

disclosures may be equally material for 

a variable annuity. To further illustrate 

that index-linked options are not shortterm investments even though they may 

have a short crediting period, we also 

propose new risk disclosure for indexlinked options that would require 

issuers offering such investment options 

to state that contract value will be 

reallocated at the end of the crediting 

period according to the investor’s 

instructions, and to disclose the default 

reallocation in the absence of such 

instructions. 

Risks Associated with Investment 

Options. The third line item under the 

Risk heading, ‘‘What are the risks 

associated with the investment 

options?,’’ is intended to focus on the 

general risk of poor investment 

performance.100 Currently, the KIT 

therefore requires the insurance 

company to state that: (1) 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; (2) each investment option 

will have unique risks; and (3) the 

investor should review these investment 

options before making an investment 

decision. We are proposing conforming 

changes to the required statement to 

refer to index-linked options now that 

RILAs are included on Form N–4.101

We also are proposing to require the 

insurance company to provide 

additional information about any indexlinked options offered under the 

contract to highlight how the insurance 

company limits the investor’s 

participation in gains and losses of the 

index. For the risk of limited upside, the 

insurance company would be required 

to (1) state that the cap, participation 

rate, or some other rate or measure, as 

applicable, will limit positive index 

returns (e.g., limited upside), (2) provide 

an example for each type of limit 

imposed under the contract (e.g., if the 

index return is 12% and the cap rate is 

4%, the insurance company will credit 

the investor 4% in interest at the end of 

the term), and (3) prominently state that 

this may result in the investor earning 

less than the index’s return.102

For the risk of limited protection in 

the case of market decline, the 

insurance company would be required 

to (1) state that the floor, buffer, or some 

other rate or measure, as applicable, will 

limit negative index returns (e.g., 

limited protection in the case of market 

decline), (2) provide an example for 

each type of limit imposed under the 

contract (e.g., ‘‘if the Index return is 

–25% and the buffer rate is –10%, we 

will credit –15% (the amount that 

exceeds the buffer rate) at the end of the 

crediting period’’), and (3) prominently 

state that even after limiting a negative 

index return, investors could still lose 

up to XX% of their investment.103 The 

disclosure in this row of the KIT is 

designed to highlight that each 

investment option, including an indexlinked option, will have unique risks. 

The proposed disclosure on indexlinked options would highlight one of 

the central economic tradeoffs indexlinked options present: that an investor 

will sacrifice the potential for returns if 

the index goes up in exchange for some 

protection from loss if the index goes 

down. 

Insurance Company Risks. The fourth 

line item under the Risk heading, ‘‘Is 

there any chance the insurance 

company won’t pay amounts due to me 

under the contract?,’’ is meant to alert 

investors that any obligations, 

guarantees, or benefits under the 

contract that may be subject to the 

claims-paying ability of the insurance 

company will depend on the financial 

solvency of the insurance company.104

Form N–4 therefore currently requires 

the insurance company to include a 

statement to this effect in this row of the 

KIT and either to provide the insurance 

company’s financial strength ratings or 

state, if applicable, that they are 

available upon request. We propose to 

require a RILA issuer to provide the 

same statement, with a conforming 

change to include index-linked options 

as an obligation of the insurance 

company.105

(c) Restrictions 

Investments. We propose to require 

RILA issuers to include the disclosure 

required by the first line item under the 

heading ‘‘Restrictions,’’ ‘‘Are there 

limits on the Investment Options?’’ This 

current item would be modified to 

require the insurance company to state 

whether there are any restrictions that 

may limit the investment options that 

an investor may choose, as well as any 

limitations on the transfer of contract 

value among investment options.106 As 

these limitations can exist for RILAs, we 

propose to require RILA issuers to make 


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107See proposed instruction 4(b) to Item 3 of 

Form N–4. Similarly, we are proposing a change to 

the discussion in the overview of the contract item 

about contract features that would broaden that 

discussion to cover both optional and standard 

contract benefits. See proposed Item 2(c) of Form 

N–4. 

108See proposed instruction 5 to Item 3 of Form 

N–4. 

109See proposed instruction 6(a) to Item 3 of 

Form N–4. 

110See VASP Adopting Release at section 

II.A.1.c.ii.(v). 

111See proposed instruction 6(b) to Item 3 of 

Form N–4; see also infra section II.B.7. 

112See VASP Adopting Release at section 

II.A.1.c.ii.(v). 

this disclosure so that investors can 

assess that disclosure in determining 

whether the RILA is an appropriate 

investment for them. 

Currently, the form also generally 

requires the insurance company to state 

that it reserves the right to remove or 

substitute portfolio companies as 

investment options, if applicable. 

Insurance companies typically reserve 

the right to change the index-linked 

options that are available under a 

contract as well as key features of 

available index-linked options. To alert 

investors that the available index-linked 

options and key terms of those indexlinked options may change in the future 

we are proposing to require the 

insurance company to state any 

reservation of its rights under the 

contract, including, if applicable, the 

right to (1) add or remove index-linked 

options, (2) change the features of an 

index-linked option from one crediting 

period to the next, including the 

changes to the index and the current 

limits on gains and limits on index 

losses (subject to contractual minimum 

guarantees), and (3) substitute the index 

of an index-linked option during its 

crediting period. We are also proposing 

to require that insurance companies 

disclose any right to stop accepting 

additional purchase payments, which 

may be significant to investors given the 

impact this reservation can have on 

investors’ ability to accumulate contract 

value for retirement, grow the death 

benefit, and increase optional benefit 

values. 

Contract Benefits. The second line 

item under ‘‘Restrictions,’’ ‘‘Are there 

any restrictions on contract benefits?’’ 

requires a statement about whether 

there are any restrictions or limitations 

relating to benefits offered under the 

contract, and/or whether a benefit may 

be modified or terminated by the 

insurance company. It also requires a 

statement that withdrawals that exceed 

limits specified by the terms of a 

contract 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. We are proposing 

that this item be broadened to include 

disclosure on restrictions or limitations 

relating to any benefit under the 

contract, not just optional benefits (as 

currently required). While a benefit 

under the contract might be 

characterized as standard, it could have 

restrictions that should be disclosed in 

the KIT because of the benefit’s 

importance to the investor’s rights 

under the contract, such as a 

proportionate withdrawal calculation 

under a standard death benefit.107 We 

propose to require RILA issuers to 

include this disclosure, as such 

disclosure is equally applicable to 

RILAs as it is to variable annuities. 

(d) Taxes 

We also propose to require RILA 

issuers to include the line item under 

the heading ‘‘Taxes,’’ ‘‘What are the 

Contract’s tax implications?’’ 108 This 

line item is designed to alert investors 

to the tax implications of variable 

contracts and, as we propose to amend 

this item, of RILAs. It currently requires 

a statement 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. The 

insurance company must also state 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’’), 

and that withdrawals will be subject to 

ordinary income tax and may be subject 

to tax penalties. We propose to subject 

RILAs to this requirement because the 

same tax considerations apply. 

(e) Conflicts of Interest 

Investment Professional 

Compensation. We propose to require 

RILA issuers to include the first line 

item under the heading ‘‘Conflicts of 

Interest,’’ ‘‘How are investment 

professionals compensated?’’ 109 This 

current line item for variable contracts 

is designed to alert investors to the 

existence of compensation arrangements 

for investment professionals and the 

potential conflicts of interest arising 

from these arrangements.110 It requires 

issuers to disclose that an investment 

professional may be paid for selling the 

contract to investors. An issuer must 

describe the basis upon which such 

compensation is typically paid (e.g., 

commissions, revenue sharing, 

compensation from affiliates and third 

parties). An issuer providing the 

required disclosure also must state that 

investment professionals may have a 

financial incentive to offer or 

recommend the contract over another 

investment. The same compensation 

arrangements and potential conflicts are 

relevant for RILAs, and we therefore are 

proposing to require an insurance 

company registering a RILA to provide 

the same disclosure. 

Exchanges. We propose to require 

RILA issuers to include the second line 

item under the heading ‘‘Conflicts of 

Interest,’’ ‘‘Should I exchange my 

Contract?,’’ with conforming changes.111

This current line item for variable 

contracts is designed to alert investors 

to potential conflicts of interest that may 

arise from contract sales that stem from 

exchanges.112 It requires issuers to state 

that some investment professionals may 

have a financial incentive to offer a new 

contract in place of the one owned by 

the investor. An issuer must further 

state that investors should only 

exchange their contract if they 

determine, after comparing the features, 

fees, and risks of both contracts, that it 

is preferable to purchase the new 

contract rather than continue to own the 

existing contract. These same 

considerations apply to an investor 

considering an exchange involving a 

RILA. In a change that would apply to 

variable annuities and RILAs, and to put 

investors on notice that there may also 

be costs or charges associated with 

terminating an existing contract, we are 

also proposing that issuers disclose in 

this legend that investors should 

consider any fees or penalties to 

terminate the existing contract in 

considering whether to exchange a 

contract. 

(f) Requests for Comment on Key 

Information Table 

We request comment generally on the 

proposed amendments to the KIT, and 

specifically on the following issues. 

14. Should we require all issuers to 

provide the ‘‘Overview of the Contract’’ 

disclosure before the KIT, as proposed? 

Would this provide relevant context for 

an investor to help understand the KIT 

disclosure or, conversely, would it 

detract from the KIT’s efficacy in 

conveying key information about the 

contract up front in a consistent format? 

Are there other reasons to precede the 

KIT disclosure with the current 

‘‘Overview of the Contract’’ disclosure? 

Alternatively, should we allow issuers 

to maintain the current order of 

disclosure and include new rows in the 

KIT to provide contract overview 

disclosure to investors? Would this be a 

more effective way to provide context 

for investor to understand the KIT, or 


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113See N.Y. Comp. Codes R. & Regs. tit. 11, App. 

28.8 (2023). 

114See Section II.B.3.b. 

would it lead to disclosure that is too 

lengthy for the KIT format and 

potentially duplicate disclosure in the 

Overview of the Contract section of the 

prospectus? Alternatively, should we 

require the Overview of the Contract to 

precede the KIT only in prospectuses 

offering annuity contracts with indexlinked options, rather than for all 

issuers? 

15. Should we add disclosure to the 

KIT regarding whether index-linked 

options offered under the contract are 

based on a price return index (i.e., an 

index that only reflects price 

movements of the security) or a total 

return index (i.e., one that includes 

additionally factors like dividends), so 

that, where appropriate, investors 

understand whether or not they can 

expect their account value to increase as 

a result of dividends? 

16. Should we add any additional 

headings and sub-headings to the KIT, 

for example, a new heading ‘‘Contract 

Overview,’’ with related line items or 

sub-headings ‘‘What is the purpose of 

the contract?,’’ ‘‘What is the time period 

for measuring growth (or loss) on my 

contract value?,’’ and/or ‘‘Who may the 

contract be appropriate for?’’? Would 

this information be helpful to an 

investor in providing context for the KIT 

disclosure or, conversely, would these 

requirements lead to lengthy disclosure 

that makes the KIT less investor 

friendly? 

17. Would rephrasing the topics of the 

KIT line items in a question format and 

requiring the descriptions in the righthand column of the KIT to be presented 

in an answer format, as proposed, be 

helpful for investors making an initial 

purchase of an annuity contract? Should 

we make the Q&A format mandatory for 

all issuers that use Form N–4? Or 

should we instead require that issuers 

state the line items in the left-hand 

column as brief descriptions of the 

topics to be detailed in the right-hand 

column of the KIT, as is currently 

required? Should any of the required 

line items or sub-headings be worded in 

a different way, or using different 

terminology, than the proposal would 

require? 

18. Should we allow issuers to change 

the wording of the line item questions 

in circumstances where the changes 

would not impede investor 

comprehension and clear, consistent 

disclosure? Could this undermine 

standardized disclosures and investors’ 

ability to make comparisons of certain 

disclosure topics among RILA and 

variable annuity prospectuses, or would 

issuers’ ability to customize the 

disclosure lead to more informed 

investor decisions about that particular 

RILA? 

19. Should we require issuers to add 

a new column in the KIT labeled 

‘‘Location in the Prospectus’’ or similar 

caption, and place it next to the relevant 

disclosure presented in the table to 

provide hyperlinked cross-references 

directly to the location in the statutory 

prospectus where the investor can find 

more detailed information about the 

subject matter or should we, as 

proposed, continue to permit issuers to 

provide cross-references either within 

the table row or presented as an 

additional column? Are there any 

particular sub-headings or captions that 

would help investors identify where to 

find information? 

20. Should we mandate particular 

examples or illustrations in the KIT? For 

example, should we require a chart of 

historical index performance with the 

guaranteed minimum cap overlaid? 

Should we require a table showing 

examples of the dollar amounts of losses 

and gains, without fees, an investor 

would face in a variable annuity as 

compared to RILAs with various floors, 

buffers, and caps over a four-year period 

assuming various index movements? 113

Are there other useful examples or 

illustrations currently provided by 

RILAs that help to illustrate their 

structure effectively to investors that we 

should include in the KIT? For example, 

should we require a graphic in the KIT 

to illustrate surrender charges and 

contract adjustments during different 

time periods of the contract? If so, what 

should the requirements for these 

graphics or illustrations be? Should we 

require illustrations in the KIT showing 

how caps, floors, and/or buffers could 

affect an investor’s returns across 

different market scenarios? If so, what 

should these scenarios be? As another 

example, we request comment below on 

requiring insurance companies to 

disclose the difference between a 

hypothetical $100,000 investment in an 

index-linked option and the value, or 

the cost to assemble, the economic 

components underlying the indexlinked option.114 Should that disclosure 

be required in the KIT? 

21. We have proposed that insurance 

companies include disclosures in the 

KIT regarding any limits on gains the 

RILA imposes, including an illustrative 

example demonstrating the operation of 

those limits. Would this disclosure be 

improved by requiring that the example 

conform to any specific parameters? 

Would other examples be helpful? For 

example, should we require that the 

example use the most common limit on 

gains offered under the RILA for the 

previous year? Should we require that 

the example disclose the amount of 

gains an investor would have given up 

due to the limit over the prior ten years, 

based on the index’s performance 

during that time and assuming the limit 

on gains discussed in the example 

applied during each of those ten years? 

Should we require that the example use 

only round numbers? 

22. Should we allow or require issuers 

to provide cross-references to charts or 

other graphics designed to facilitate 

investor understanding of RILAs, 

including, e.g., educational resources 

designed by the Commission staff? 

Should we require issuers to provide 

these hyperlinked cross-references in 

the current right-hand column of the 

KIT directly after the relevant sentence 

of disclosure? Would the KIT be more 

succinct and easier to read if the 

hyperlinked cross-references were 

placed on the cover page of the 

prospectus instead of the KIT? Would 

requiring the registrant to state ‘‘More 

information can be found at:’’ before or 

after these cross-references help 

investors easily find the information 

they may need to make an informed 

investment decision? Should we require 

cross-references to other prospectus 

sections to include a specific page 

number in the prospectus where an 

investor could find the information? 

23. Besides hyperlinks, are there other 

technological tools that would help an 

investor find information that is crossreferenced in the KIT or on the cover 

page of the prospectus, such as QR 

codes or other technological tools? 

24. Is the level of detail of the 

disclosure that we propose in each line 

item of the KIT appropriate? Does it 

strike the right balance between 

providing enough information to alert 

an investor to the most salient facts 

(including ongoing implicit fees, 

expenses, risks, and conflicts) of the 

RILA contract, but not too much, or too 

detailed information? If not, how should 

we modify the table and/or the 

instructions? Are there other key 

features of RILA contracts that RILA 

issuers should disclose in the KIT to 

help investors make an informed 

investment decision? 

25. RILAs are frequently marketed as 

a way to protect against investment 

losses through loss-limiting features 

such as buffers and floors. Should we 

require RILA issuers to provide more 

detailed disclosures about how these 

loss-limiting features have affected RILA 

investors historically? For example, 

would investors be better positioned to 


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make informed decisions if we were to 

require RILA issuers to disclose: (a) the 

total number of investor crediting 

periods (across all investors and indexlinked options) that utilized a losslimiting feature for a certain historical 

period (e.g., the past five years); (b) the 

percentage of those investor crediting 

periods where an investor’s contract 

value benefited from a loss-limiting 

feature (because the feature eliminated 

or reduced a negative credit resulting 

from the performance of the indexlinked option); and (c) the percentage of 

those investor crediting periods where 

an investor’s contract value was not 

impacted by a loss-limiting feature. 

Should a RILA issuer have experience 

with a certain minimum number of 

crediting periods in order to be subject 

to this disclosure? What should a RILA 

issuer disclose if their experience with 

loss-limiting features does not meet the 

minimum threshold? Where in the 

prospectus would be the appropriate 

location for this information? For 

example, if we require this disclosure, 

do commenters feel it would be best 

positioned as part of the KIT, in Item 6 

(in the Limits on Index Losses section), 

or in the Contract Overview? Are there 

other disclosures that commenters 

would recommend in the alternative as 

a way to increase investor knowledge 

about the utility of loss-limiting features 

and their ability to positively affect 

investors’ contract values? Whether or 

not we require more detailed 

disclosures about the historical effects 

of loss-limiting features, should we 

require similar disclosure about the 

historical effects of limits on gains (i.e., 

upper limits on an investor’s ability to 

participate in an index-linked option’s 

upside performance)? Should we 

require disclosure comparing the 

economic effects of the limits on gains 

to the limits on losses? For example, 

should we require disclosure of the 

number of periods in which each limit 

would have actually limited an 

investor’s losses or capped an investor’s 

gains? Should we require disclosure of 

the dollar value of losses an investor 

would be protected against compared to 

gains an investor would give up over a 

prescribed period of time, such as the 

past 10 years? 

26. Are there any particular legends 

that should be included in the KIT, e.g., 

‘‘We will not return your money at the 

end of the crediting period unless you 

tell us to,’’ ‘‘The contract adjustment 

applies in addition to any surrender 

charge,’’ ‘‘You may earn less than the 

index’s return,’’ and/or ‘‘You may lose 

up to [X]% of your investment if you 

withdraw your money before the end of 

a crediting period. This loss can be 

greater if there is a surrender charge, 

taxes, and/or tax penalties’’? If so, what 

legends and why? 

27. Is the process of what happens at 

the end of the crediting period 

adequately highlighted in the proposed 

KIT? Should insurance companies be 

required to provide more specific 

details, either in the KIT or elsewhere in 

the prospectus, about how investors can 

choose an investment option at the end 

of the crediting period and the 

limitations on those choices? 

28. Would the disclosure that a RILA 

issuer would provide in response to the 

proposed ‘‘Fees and Expenses’’ line 

items convey the appropriate amount of 

information to investors and concisely 

alert investors to the most important 

fees, charges, penalties, and expenses 

associated with the RILA contract? 

29. Should the proposed ‘‘Fees and 

Expenses’’ line item, ‘‘Are there charges 

for early withdrawals?,’’ include 

disclosure both about the surrender 

charges and contract adjustments, as 

proposed? Would this disclosure 

sufficiently alert investors to the typical 

contract adjustment of a contract and its 

impact in reducing contract value (in 

addition to any surrender charge) if the 

investor withdraws money before the 

expiration of a specified period? 

Alternatively, should we sub-divide this 

line item into two line items, with the 

one focused on surrender charges and 

the other titled (for example) ‘‘Are there 

penalties for mid-term withdrawals?,’’ 

focused on contract adjustments? Would 

this help an investor to understand both 

concepts better? Or would sub-dividing 

the line item cause confusion, for 

example by making it seem as if a 

surrender charge and a contract 

adjustment could not apply 

simultaneously? If so, should we require 

an explicit disclosure that they could 

apply simultaneously? 

30. Would the Minimum and 

Maximum Annual Fee and Lowest and 

Highest Cost tables assist investors in 

understanding the costs of their 

investment and help them compare the 

costs of different investment options 

and optional benefits in the RILA 

context? Should we modify the 

proposed disclosure or require other 

additional information to accompany 

the tables? 

31. Would the proposed disclosure 

that an issuer would provide about 

contracts that do not impose ongoing 

fees and expenses adequately convey 

the implicit ongoing fees of contracts 

with index-linked options that have 

features that limit positive index return? 

If not, should we modify the proposed 

disclosure or require additional 

information from issuers? 

32. Would the disclosure that a RILA 

issuer would provide in response to the 

proposed ‘‘Risks’’ line items adequately 

convey an overview of the risks of 

investing in a contract with an indexlinked option? Are there other risks of 

investing in these contracts that we 

should require a registrant to disclose in 

the proposed KIT? For example, should 

we require RILA issuers to state that an 

investor can lose money by investing in 

these contracts including a loss of 

principal? Alternatively, should we 

require all issuers to state this, not just 

RILA issuers? 

33. Would the disclosure that a RILA 

issuer would provide in response to the 

proposed ‘‘Restrictions’’ line items 

convey the appropriate amount of 

information about certain restrictions 

that various contract options may entail, 

in light of the goals of the proposed KIT 

and the unique nature of a RILA? 

Should an issuer be required to disclose 

information about restrictions in the KIT 

other than those associated with the 

contract’s investment options and 

benefits? If so, what? Instead, should we 

provide flexibility by permitting issuers 

to disclose other restrictions at their 

discretion? Do commenters agree that 

our proposal to require disclosure about 

restrictions on contract benefits 

generally (as opposed to the current 

requirement which is limited to 

optional benefits) is appropriate? 

34. Is the disclosure that a RILA issuer 

(along with other issuers that use Form 

N–4) would be required to provide in 

response to the proposed ‘‘Taxes’’ line 

item appropriate, in light of the goals of 

the proposed KIT? Given that some 

investors in these products may not 

have the means or ability to consult a 

tax professional, should we require 

additional disclosures in addition to the 

required statement that investors should 

consult a tax professional? For example, 

should a RILA issuer be required to 

consider which tax consequences are 

most likely be faced by retail investors 

and to provide general information 

regarding those consequences? For 

example, should an issuer be required to 

emphasize more prominently that 

withdrawals will be subject to ordinary 

income tax, and not the capital gains 

rates? Should the line item require 

disclosure of the specific tax penalties 

and requirements that investors in 

annuity contracts may incur (e.g., 

penalties for withdrawal before age 

591⁄2, or that purchases through a taxqualified plan may be subject to 

required minimum distribution each 

year beginning at age 701⁄2)? 


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115Because we propose to require the KIT to 

appear before the Overview of the Contract, current 

Item 3 (Overview of the Contract) would be 

renumbered as Item 2. 

116See VASP Adopting Release at text 

accompanying n.207. 

117See proposed Item 2(b)(2)(i) through(iv) of 

Form N–4. 

118See proposed Item 2(d) of Form N–4. 

35. Are the disclosures that a RILA 

issuer (along with other issuers that use 

Form N–4) would be required to provide 

in response to the proposed ‘‘Conflicts 

of Interest’’ line items appropriate, in 

light of the goals of the proposed KIT? 

Would these disclosures adequately 

apprise investors of the potential 

conflicts that arise when their 

investment professional is compensated 

for recommending an investment into a 

new, or an exchange from, an existing 

RILA contract or variable annuity 

contract? Should we revise these 

proposed disclosure requirements, and 

if so, how? 

36. Do the instructions associated 

with each of the proposed line items 

clearly explain what an issuer would be 

required to disclose? In keeping with 

the structured format of a tabular 

presentation, we sought to promote 

concise disclosure by largely directing 

issuers to state, rather than to explain, 

certain information in response to the 

required line items. Should the 

instructions prescribe specific language 

or should issuers have flexibility in 

drafting their responses? Are there any 

particular instructions that we should 

include or modify in any way, for clarity 

or for any other reason? 

37. Should we require particular 

terms in the KIT (e.g., those that are 

defined in a related glossary or list of 

definitions that the insurance company 

chooses to include) to be formatted in a 

way that will emphasize them, or 

indicate that they are defined elsewhere 

in the prospectus, for example by using 

bold and/or italic font? 

38. Should we apply the structural 

changes we are proposing to the KIT in 

other variable insurance contract 

registration forms, that is, Forms N–3 

and N–6? The principles we outlined 

above regarding the potential efficacy of 

these changes could be just as 

applicable in the context of those forms 

as in the context of Form N–4. For 

example, should we apply the proposed 

requirements for Forms N–3 and N–6 

issuers to present all disclosures in the 

KIT in a Q&A format and to begin each 

response with a ‘‘yes’’ or ‘‘no’’ in bold 

text when answering a question 

presented in a given row of the KIT, 

unless the context otherwise requires? 

Similarly, should we require in those 

forms that issuers include in their 

required legends on contract exchanges 

that investors consider any fees or 

penalties to terminate the existing 

contract before exchanging their 

contracts? 

3. Principal Disclosure Regarding RILAs 

(Items 2, 6, and 17) 

We are proposing amendments to 

Form N–4 to provide investors with the 

principal disclosures regarding RILAs 

and the index-linked options available 

under the contract in three items of the 

form. First, investors would receive a 

concise description of the basic 

information about any index-linked 

option available under the contract as 

well as any contract adjustments in Item 

2 (Overview of the Contract), which, as 

discussed above, would appear before 

the KIT.115 Second, investors would be 

provided with detailed information 

about the index-linked options available 

under the contract in Item 6 

(Description of the Insurance Company, 

Registered Separate Account, and 

Investment Options). Lastly, investors 

would be provided with a summary 

information table, with legends 

highlighting risks, that outlines the 

available index-linked options in Item 

17 (Investment Options Available Under 

the Contract). These amendments build 

on the existing disclosure requirements 

in each item to help ensure that 

investors have key information about 

the annuity contract and available 

investment options, regardless of 

whether the contract is a variable 

annuity, a RILA, or combination 

contract offering both variable and 

index-linked options. 

(a) Overview of the Contract (Item 2) 

We are proposing to amend Item 2 

(Overview of the Contract) to include 

information about RILAs generally and 

require the insurance company to 

provide an overview of certain key 

elements of any index-linked options 

offered under the contract and to 

highlight any contract adjustments. This 

item is designed to describe certain 

basic and introductory information 

about the contract and its benefits.116 It 

currently requires a concise description 

of the contract. This description must 

include information about (1) the 

contract’s purpose (e.g., to help the 

investor accumulate assets through an 

investment portfolio), (2) the phases of 

the contract (the accumulation (savings) 

and annuity (income) phases) including 

a discussion of the investment options 

available under the contract, and (3) the 

primary features of the contract (such as 

death benefits). 

We would require insurance 

companies to provide this existing 

disclosure when registering RILA 

offerings, adjusted to account for the 

specifics of RILAs, because it is equally 

relevant for these types of annuity 

contracts. In particular, in addition to 

the general information about the 

contract already required by Form N–4, 

the following information would be 

required with respect to any indexlinked option offered under the 

contract: 

• A statement that the insurance 

company will credit positive or negative 

interest at the end of a crediting period 

to amounts allocated to an index-linked 

option based, in part, on the 

performance of the index; 

• A statement that an investor could 

lose a significant amount of money if 

the index declines in value and 

prominent disclosure of the maximum 

amount of loss (as a percentage) an 

investor could experience from negative 

index performance, after taking into 

account the minimum guaranteed limit 

on index loss provided under the 

contract; and 

• An explanation that the insurance 

company limits the negative or positive 

index returns used in calculating 

interest credited to an index-linked 

option at the end of its crediting period, 

accompanied by a brief description of 

the manner in which such returns may 

be limited, along with an example and 

disclosure of the minimum limit on 

index losses guaranteed for the life of 

the contract for any index-linked 

option.117

We also are proposing to require the 

insurance company to state, if 

applicable, that an investor could lose a 

significant amount of money due to the 

contract adjustment if amounts are 

removed from an index-linked option or 

from the contract prior to the end of a 

specified period.118 The issuer would 

also provide a brief description of the 

transactions subject to a contract 

adjustment. We would require a 

prominent statement, as a percentage, of 

the maximum amount of loss an 

investor could experience from a 

negative contract adjustment and that 

this loss could be greater due to 

surrender charges and tax 

consequences. 

These disclosures, together, are 

designed to highlight upfront some of 

the key elements of a RILA. The 

required disclosure about any indexlinked option offered under the contract 

would highlight for investors the key 


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119See current Item 3(c) of Form N–4. 

120See proposed Item 2(c) of Form N–4; see also 

supra footnote 107 and accompanying text. 

121See proposed Item 6(a) through (c) of Form N– 

4. 

122We also propose to add an instruction 

requiring the insurance company to indicate 

whether it is relying upon the exemption provided 

by 17 CFR 240.12h–7 (‘‘rule 12h–7’’), consistent 

with the requirements of that rule. See proposed 

Instruction to Item 6(a) of Form N–4; see also rule 

12h–7(f) (requiring issuers of securities subject to 

insurance regulation that rely on the exemption 

from the duty to file section 13(a) reports with 

respect to securities registered under the Securities 

Act to provide a statement indicating that fact in the 

relevant prospectus). 

123See proposed Item 6(c)(1) of Form N–4. 

124See proposed Item 6(d) of Form N–4. 

features of these investment options in 

general: that returns are based in part on 

an index, that investors could still lose 

a significant amount of money under the 

contract, and that there are limits on 

both positive and negative index 

performance. The required disclosure 

on contract adjustments would highlight 

a separate but important consideration 

for an investor considering investing in 

a RILA: that in addition to any losses 

from poor index performance, the 

investor also can lose a significant 

amount of money if the investor takes 

money out of an index-linked option or 

the contract early. These disclosures 

collectively also would provide context 

for the KIT, which immediately follows 

this item under the proposal, as well as 

context for more detailed disclosures 

that would appear elsewhere in the 

prospectus. 

In addition to these items that are 

specific to RILAs, we also are proposing 

to expand the current requirements for 

disclosures regarding optional benefits 

in Form N–4. Currently, when 

summarizing a contract’s primary 

features, the form requires a discussion 

of any optional benefits.119 A benefit 

under the contract, such as a nonoptional guaranteed living benefit, 

might be characterized as a standard 

(i.e., not optional) benefit but 

nonetheless be a key feature of the 

contract that should be highlighted for 

investors in the overview section of the 

prospectus. We are therefore proposing 

to require that the discussion of benefits 

cover all of the primary contract 

benefits, not just optional benefits.120

This requirement would apply to all 

contracts registered on the form. 

We request comment on the proposed 

summary disclosures contained in Item 

2. 

39. Is the proposed information on 

index-linked options and contract 

adjustments appropriate? Is there other 

or different information we should 

require? For example, we are proposing 

to require RILA issuers to include 

examples of how limits on gains and 

downside protection operate but do not 

mandate a form of presentation. Should 

we require these examples be provided 

in a graphical presentation, or require 

only a narrative example? Should we 

require the examples be converted into 

a dollar amount? Would investors 

understand the examples more readily if 

we did this? As another example, 

should we require RILA issuers to 

briefly summarize the index crediting 

methodologies available under the 

contract? 

40. Should we require the proposed 

disclosures for index-linked options and 

contract adjustments in Item 2, 

including the existing disclosure to be 

provided in the context of a RILA? Is 

this information necessary for investors 

to understand the other disclosures in 

the prospectus? 

41. Should we, as proposed, broaden 

the current discussion of the primary 

contract features to include a discussion 

of contract benefits generally, not just 

optional benefits (the current focus of 

the disclosure requirement)? 

(b) Description of Insurance Company, 

Registered Separate Account, and 

Investment Options (Item 6) 

We propose to amend Item 6 of Form 

N–4 to modify certain existing 

disclosure requirements and to expand 

the item to include new disclosures for 

RILAs. Proposed Item 6(d), discussed 

further below, would set forth most of 

the substantive new disclosure 

requirements for contracts that include 

index-linked options. We would also 

include new disclosures for any fixed 

options provided as part of the contract. 

The information that would be required 

by the proposed amendments is 

designed to convey key aspects of each 

index-linked option offered under the 

contract to investors. 

As an initial matter, the proposed 

amendments to Item 6 would largely 

retain the existing requirement to 

provide a concise discussion about the 

insurance company, registered separate 

account, and variable options, subject to 

certain modifications in nomenclature 

to implement definitional changes and 

minor restructuring to accommodate the 

addition of RILAs to the form.121

Specifically, these changes would 

incorporate the proposed changes to 

certain defined terms and revise existing 

disclosures to clarify the entities that 

should be associated with certain 

disclosures (e.g., because the insurance 

company would be obligated to pay all 

amounts promised to investors under 

the contracts subject to its financial 

strength and claims-paying ability, we 

would require disclosure about this 

topic to be framed in terms of the 

insurance company, not the registered 

separate account, as the requirement is 

currently worded).122

We are proposing to require one new 

disclosure item for contracts that offer 

variable options, which would be 

similar to a proposed disclosure for 

index-linked options, discussed below. 

Specifically, the prospectus for such 

contracts would be required to include 

a statement indicating that ‘‘contract 

value allocated to a Variable Option will 

vary based on the investment 

experience of the corresponding 

Portfolio Company in which the 

Variable Option invests,’’ and ‘‘there is 

a risk of loss of the entire amount 

invested.’’ 123 The risk of loss inherent 

in a variable annuity is currently 

disclosed in the form’s ‘‘Key 

Information Table,’’ and we are 

proposing to mandate this disclosure in 

Item 6 as well to warn that an investor 

can lose the entire amount invested in 

a variable option. In addition to 

informing investors about investment 

risks in a variable option generally, 

where an annuity contract offers both 

variable and index-linked options, this 

disclosure also would help to explain 

the different nature of the investment 

risks posed by each kind of investment 

option. In that case the prospectus 

would disclose the maximum loss 

associated with the index-linked 

options while also disclosing that, for 

the variable options, the investor could 

lose the entire amount invested. 

Description of Index-Linked Options 

We are proposing to require the 

insurance company to disclose 

information about the key features of the 

index-linked options currently offered 

under the contract.124 These proposed 

disclosures are designed to complement 

other proposed disclosures in the 

prospectus about index-linked options 

generally by providing investors specific 

information about each index-linked 

option’s features and risks, akin to the 

information that is currently available to 

investors about variable options in the 

prospectuses for the mutual funds 

underlying those options. Specifically, 

the insurance company would be 

required to describe the index-linked 

options currently offered under the 

contract as well as information about 

how interest is calculated and credited 

for each index-linked option, 

specifically: (1) limits on index losses; 

(2) limits on index gains; (3) crediting 

period; (4) crediting methodology and 


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125See OIAD Study at Section 7, Conclusions, 

Summary of Findings and Discussion. 

126See OIAD Study at Section 5, Qualitative 

Testing, Summary of Qualitative Testing. 

127See proposed Item 6(d)(1) of Form N–4. 

128See proposed Item 17 of Form N–4. 

129See infra footnote 164 and accompanying text. 

130See infra at section II.B.3(b) (describing 

proposed amendments to Item 17 (Portfolio 

Companies Available Under the Contract) to 

include parallel provisions for RILAs). 

131See proposed Item 6(d)(2) of Form N–4. 

132See proposed Item 6(d)(2)(i) and (ii) of Form 

N–4. 

133Proposed Items 6(d)(2)(i)(B) and 6(d)(2)(ii)(B) 

of Form N–4. 

134This information about minimum guaranteed 

index gain limits is also set forth in the appendix, 

which is part of the summary prospectus. See 

proposed Instruction 7 to Item 17(b); proposed rule 

498A(b)(5)(ix). We are also proposing to require 

RILAs to publish online limits on gains. See infra 

section II.B.3.c. Although changes to an indexContinued 

examples; (5) relevant indexes; (6) 

maturity; and (7) other material features 

of the index-linked option. These 

disclosures are intended in part to 

address points that investors found to be 

confusing in investor testing.125 Further, 

some investors in the qualitative 

interviews indicated that they would 

prefer more information about these 

points relative to the KIT disclosures.126

Description of the Index-Linked Options 

Currently Offered 

Under the proposed amendments, 

RILA issuers would be required to 

describe the index-linked options 

currently offered under the contract, 

including statements indicating that the 

insurance company will credit positive 

or negative interest at the end of a 

crediting period to amounts allocated to 

an index-linked option based, in part, 

on the performance of the index.127 To 

dispel potential investor confusion 

relating to the reference to an index, we 

are proposing to require RILA issuers to 

state that an investment in an indexlinked option is not an investment in 

the index or in any index fund. 

Other cautionary statements regarding 

the index-linked options offered would 

include that the potential for investment 

loss could be significantly greater than 

the potential for investment gain, and 

that an investor could lose a significant 

amount of money if the index declines 

in value. To illustrate the potential 

scope of such a loss, RILA issuers would 

have to prominently state (as a 

percentage) the maximum amount of 

loss an investor could experience from 

negative index performance over a 

crediting period, after taking into 

account the minimum guaranteed limit 

on index loss provided under the 

contract. Because index-linked options 

are often marketed as a way to limit 

investment losses, this disclosure is 

designed to convey to investors that 

they could still lose a significant 

amount on an index-linked option, 

despite having a floor or buffer. 

To emphasize the substantial risks 

associated with an early withdrawal 

from an index-linked option, RILA 

issuers would be required to state that 

an investor could lose a significant 

amount of money due to the contract 

adjustment if amounts are removed from 

an index-linked option prior to the end 

of its crediting period. To further 

underscore the risk, RILA issuers would 

also prominently state (as a percentage) 

the maximum amount of loss an 

investor could experience from a 

negative contract adjustment, and that 

this loss could be greater due to 

surrender charges and tax 

consequences. 

To inform investors of the possibility 

that their investment options could be 

unilaterally changed without action on 

their part, the insurance company 

would be required to state, if applicable, 

that it can add or remove index-linked 

options and change the features of an 

index-linked options from one crediting 

period to the next, including the index 

and current limits on gains and limits 

on index losses, subject to contractual 

minimum guarantees. 

Similar to the current requirement for 

prospectuses for contracts that offer 

variable options, the insurance company 

would be required to state that certain 

information regarding the features of 

each currently offered index-linked 

option is available in an appendix to the 

prospectus,128 and to provide a crossreference to that appendix. An 

instruction would permit this statement 

to be modified if needed to conform to 

the corresponding table in the 

appendix.129 As described further 

below, the appendix would also be 

amended to include a table listing the 

index-linked options currently available 

under the contract.130

How Interest Is Calculated and Credited 

To aid investors in making informed 

investment decisions, we propose to 

require RILA issuers to describe how 

interest is calculated and credited for 

each index-linked option.131 As part of 

this description, the insurance company 

would be required to disclose any limits 

on index losses and/or index gains, the 

crediting periods available under the 

contract (e.g., 1, 3, and 6 years), a 

description of an index-linked option’s 

index crediting methodology, 

information about each index, what 

happens when an index-linked option 

matures, and any other material features 

associated with index-linked options. 

We discuss each of these requirements 

in turn. 

How Interest Is Calculated and 

Credited—Limits on Index Losses and 

Gains 

We are proposing to require the 

insurance company to describe, as a 

primary element of a RILA contract, the 

limits on index losses and gains for each 

index-linked option.132 In each case, 

and as applicable, the insurance 

company would be required to state that 

such limits apply and describe how 

index losses and gains would be limited 

(for example, through the use of a floor 

or buffer to limit losses, or a cap or 

participation rate to limit gains). We 

also are proposing to require the 

insurance company to provide examples 

to help investors understand how these 

limits work in practice. To illustrate the 

limits on index losses, the prospectus 

would include an example showing 

how the limit on index losses could 

operate to limit a negative return (e.g., 

if the index return is ¥25% and the 

buffer is ¥10%, the insurance company 

will credit ¥15% (the amount that 

exceeds the buffer) at the end of the 

term, meaning the investor’s contract 

value will decrease by 15%). The 

prospectus similarly would include an 

example of how the limit on gains could 

operate to limit a positive return (e.g., if 

the index return is 12% and the cap rate 

is 4%, the insurance company will 

credit 4% in interest at the end of the 

term, meaning the investor’s contract 

value will increase by 4%). 

We also propose to require the 

insurance company to disclose, for each 

index-linked option, current limits on 

index losses and gains, as well as the 

minimum limits on losses and gains that 

are guaranteed for the life of the 

contract.133 The guaranteed minimum 

limits tend to be lower than those 

currently provided for in the contract 

but will not change for the life of the 

contract, whereas the actual limits for 

an index-linked option will vary from 

crediting period to crediting period. 

However, at no point will these limits 

be lower than the guaranteed 

minimums. Both pieces of information 

are important to understanding the 

potential returns of an index-linked 

option because one of the central 

economic tradeoffs a RILA presents is 

an investor’s consideration of whether 

to sacrifice potential gains in exchange 

for protection against potential losses. 

An investor therefore will not only need 

to consider the guaranteed limits, but 

also understand that the actual limits 

can vary over the life of the contract.134


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linked option, including current limits on gains, are 

material, we recognize that these limits in particular 

can change from time to time. Therefore, insurance 

companies may update current limits on gains 

using a prospectus supplement filed pursuant to 

rule 497 under the Securities Act. See infra section 

II.E.2. 

135Similar disclosure has been required in other 

contexts. See, e.g., Item 9(a) of Form N–4 (requiring 

disclosure of material factors that determine the 

level of annuity benefits); see also Instruction 2 to 

Item 7(a) of Form N–6 (requiring the identification 

of factors that determine the applicable cost of 

insurance rate). 

136For example, an insurer might disclose that 

caps and participation rates may vary depending on 

factors such as market volatility, hedging strategies 

and investment performance, the investor’s index 

effective date, or interest rates, among others. 

137See proposed Item 6(d)(2)(iii) of Form N–4. 

138See OIAD Report at Section 2, RILAs: 

Structure of Contracts and Investment Options, 

Investment Terms (‘‘The role of [crediting periods] 

also creates a situation that may be unique for RILA 

purchasers relative to other investments they hold. 

In particular, RILA investors periodically realize 

gains or losses at the end of each [crediting period]. 

In contrast, a mutual fund investor (for example) 

could wait to sell the fund during down markets, 

avoiding realizing those losses. Thus, the [crediting 

period] feature adds a ’timing risk‘ for RILA 

investors relative to certain other investments.’’). 

139We understand that many index-linked 

options use the same crediting methodology. If all 

index-linked options offered by a RILA contract use 

the same crediting methodology, the prospectus 

would only include one example of that crediting 

methodology. If, however, the index-linked options 

in a RILA contract offer more than one crediting 

method, or if different index-linked options in a 

RILA contract offer different crediting methods, this 

would affect the number of examples to be 

provided. The number of examples to be provided 

depends on the number of crediting methodologies, 

not the number of index-linked options. 

140See proposed Item 6(d)(2)(iv)(A) of Form N– 

4. 

141As noted above, a point-to-point crediting 

methodology compares the index’s performance at 

two points in time (such as at the beginning and 

end of the crediting period). Step-up calculations 

guarantee a given rate if the index’s returns are 

We also propose to require the 

insurance company to state that current 

limits on gains and limits on index 

losses will not change during the indexlinked option’s crediting period. This 

would help investors understand that 

although the current limits on gains and 

limits on losses—unlike the minimum 

guaranteed limits—can change from 

crediting period to crediting period, 

they will not change during any given 

crediting period. 

Because an insurer can generally set 

rates at its discretion and may take into 

account a number of factors in setting 

those rates, we are proposing that the 

insurance company explain how it 

selects rates for limiting index losses 

and gains to help investors understand 

how the features of a particular indexlinked option will impact that option’s 

risk/return profile. In particular, we are 

proposing to require the insurance 

company to describe the factors it 

considers in determining the current 

limits on losses and gains for an indexlinked option (e.g., long-term interest 

rates, market volatility, the cost of 

option contracts supporting the indexlinked option guarantees, etc.),135 and 

how that choice may impact other 

features of the option set by the 

insurance company. 

Giving investors information about 

the factors the insurer considers in 

determining current limits—which are 

key features of an index-linked option— 

may help manage their expectations 

regarding how the product operates. If 

an investor sees that last year’s cap on 

an index-linked option was 22% and 

this year the cap is 17%, the proposed 

disclosure may help them understand 

why the insurer’s rates have changed.136

If an insurer discloses that it takes 

various specified factors into 

consideration, but ultimately sets rates 

at its own discretion, the investor 

should know that as well. 

The proposed disclosure about how 

the current limits on index gains or 

losses may impact other aspects of the 

index-linked option is designed to 

explain the inverse relationship 

between various features of the indexlinked option. For example, the 

insurance company could include an 

explanation regarding how the limit on 

index losses for an index-linked option 

could impact the current limit on index 

gains. This could help an investor 

understand, for example, that if the 

insurance company determines to 

increase the extent to which the indexlinked option will protect against loss, 

the insurance company may then reduce 

the amount of upside index 

participation the investor could receive. 

The prospectus would also require an 

explanation of the factors an investor 

should consider regarding limits on 

index losses or gains before selecting an 

index-linked option for investment. 

This disclosure should assist an investor 

in choosing among the index-linked 

options available under the contract, 

such as by explaining the difference 

between a floor and a buffer, or by 

highlighting index-linked options with 

features that assume more risk in return 

for higher potential return, or vice versa. 

How Interest Is Calculated and 

Credited—Crediting Period 

We are proposing to require the 

insurance company to generally 

describe the crediting periods of the 

index-linked options available under 

the contract (e.g., 1, 3, and 6 years), 

along with the factors an investor 

should consider regarding different 

crediting period lengths before selecting 

an index-linked option.137 An example 

of one such factor an insurance 

company could include as part of this 

disclosure would be that crediting 

periods introduce timing risk that forces 

investors to take losses at the end of a 

crediting period, and shorter crediting 

periods might increase this risk.138 The 

insurance company also would be 

required to prominently state that 

amounts must remain in an indexlinked option until the end of its 

crediting period to be credited with all 

or partial interest, as applicable, and to 

avoid a possible contract adjustment in 

addition to potential surrender charges 

and tax consequences. This discussion 

would also include a description of the 

transactions subject to a contract 

adjustment (e.g., living benefits), with 

appropriate cross-references to related 

disclosures in the prospectus. These 

disclosures collectively are designed to 

help an investor make an informed 

investment decision when selecting an 

index-linked option, taking into account 

that withdrawing money before the end 

of the applicable crediting period can 

have adverse consequences. 

How Interest Is Calculated and 

Credited—Methodology and Examples 

Each index-linked option has an 

‘‘index crediting methodology’’ that 

explains how interest is calculated and 

credited to the contract. For example, 

one index crediting methodology is 

‘‘point-to-point,’’ that is, the amount 

credited to the contract is based upon a 

comparison of the index’s performance 

at two points in time (such as at the 

beginning and end of the crediting 

period). We- propose to require 

insurance companies to explain the 

index crediting methodologies used in 

the index-linked options available 

under the RILA contract, along with 

numerical examples about how these 

methodologies work. We further 

propose to require insurance companies 

to provide a bar chart that illustrates the 

annual total return of each index along 

with hypothetical examples of index 

return after applying standardized 

limitations on index gains and losses. 

Specifically, insurance companies 

would be required to describe, for each 

index crediting methodology,139 how 

interest is calculated and credited at the 

end of a crediting period based on the 

interest crediting formula or 

performance measure.140 Form N–4, as 

we propose to amend it, would provide 

examples of common crediting methods 

that the insurance company would 

describe if applicable, such as point-topoint, step-up calculations, and 

enhanced performance.141 To help 


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positive, regardless of the index’s actual 

performance, subject to certain conditions. 

‘‘Enhanced performance’’ increases a positive index 

return, such as by offering a participation rate of 

more than 100%. 

142See proposed Item 6(d)(2)(iv)(C) of Form N–4. 

143See proposed Item 6(d)(2)(iv)(B) of Form N–4. 144See also infra section II.F. 

investors understand how these 

crediting methods work, we also are 

proposing to require the insurance 

company to include a numeric example 

to illustrate the mechanics of each index 

crediting methodology.142 The examples 

would be required to show, in a clear, 

concise, and understandable manner, 

how each crediting method functions 

when the index has positive returns as 

well as negative returns to help 

investors understand how the crediting 

method functions in both 

circumstances. 

Specifically, we would require 

numeric examples that reflect a positive 

return above the limit on index gains, 

and a negative return below the limit on 

index losses for each methodology. The 

examples also would be required to 

assume hypothetical returns and limits 

that are reasonable based on current and 

anticipated market conditions and sales 

of the contract, and to reflect any 

charges subtracted from interest 

credited to or deducted from contract 

value in the index-linked option to 

allow investors to understand the 

impact of these charges on their return. 

Additional examples, charts, graphs, or 

other presentations would be permitted 

if they are clear, concise, 

understandable. Any additional 

presentations that assume hypothetical 

returns and limits also should assume 

hypothetical returns and limits that are 

reasonable based on current and 

anticipated market conditions and sales 

of the contract. We would also require 

insurance companies to include a 

legend, in the format specified in the 

form, that (1) these examples illustrate 

how the insurance company calculates 

and credits interest under each index 

crediting methodology assuming 

hypothetical index returns and 

hypothetical limits on index gains and 

losses and (2) the examples assume no 

withdrawals. 

We also are proposing to require a bar 

chart for each index available under the 

currently-offered index-linked options 

showing the index’s annual return for 

the last 10 calendar years (or for the life 

of the index, if less than 10 years), with 

the corresponding numerical 

performance adjacent to each bar.143

Further, insurance companies would be 

required to provide a hypothetical 

example alongside each index return 

that reflects the return after applying a 

5% cap and a ¥10% buffer. If there are 

no caps or buffers offered under the 

contract (if, for example, the contract 

includes a floor rather than a buffer), 

insurance companies would be 

permitted to reflect a rate or measure 

used to limit index gains or losses under 

the contract that is comparable. 

Insurance companies would not be 

permitted to include additional 

performance presentations, or historical 

index performance that precedes the 

inception of the index. Further, 

insurance companies would be required 

to provide two footnotes to this table, if 

applicable, that disclose (1) that the 

index return does not reflect dividends 

paid on the assets in the index, and (2) 

that the index provider deducts fees and 

costs when calculating index return. 

These bar charts would also be 

accompanied by the following legend in 

the format specified in the form: 

The bar chart shown below provides the 

Index’s annual returns for the last 10 

calendar years (or for the life of the Index if 

less than 10 years), as well as the Index 

returns after applying a hypothetical 5% cap 

and a hypothetical ¥10% buffer. The chart 

illustrates the variability of the returns from 

year to year and shows how hypothetical 

limits on Index gains and losses may affect 

these returns. Past performance is not 

necessarily an indication of future 

performance. 

The performance below is NOT the 

performance of any Index-Linked Option. 

Your performance under the Contract will 

differ, perhaps significantly. The 

performance below may reflect a different 

return calculation, time period, and limit on 

Index gains and losses than the Index-Linked 

Options, and does not reflect Contract fees 

and charges, including surrender charges and 

the Contract Adjustment, which reduce 

performance. 

This information is intended to 

provide context for the index-linked 

options that the RILA contract offers 

and would better inform an investor 

when deciding whether to invest in a 

RILA. For example, if an index-linked 

option provides that the investor will 

experience at least 5% of the upside 

performance of an index, investors may 

view the tradeoffs of this investment 

differently if the index historically has 

returned, for example, 10% per year 

(thus capping gains at 5% during those 

past periods) or 1% per year. Similarly, 

if an index-linked option offers a ¥10% 

buffer, the investor could compare that 

against the index performance in the bar 

chart and assess the extent to which the 

buffer would have provided downside 

protection against market losses in 

negative return years. 

We appreciate, however, that 

historical index presentation alone, 

without the addition of hypothetical 

caps and buffers, may mislead investors 

into thinking that these historical rates 

of index performance are what investors 

would have received under the contract 

if they invested in a particular indexlinked option. As we discuss in more 

detail below, we are concerned that 

presenting historical RILA performance 

without additional context can be 

potentially misleading given that 

investors cannot access the same RILA 

terms as were available historically. 

Relatedly, we are concerned that 

statements in RILA advertisements are 

being made without sufficient context 

so that investors can understand the 

qualifications to those statements.144 As 

an example of how historical index 

performance could confuse investors, 

consider an investor who has selected 

an index-linked option with 

performance based on the performance 

of XYZ Index and a one-year crediting 

period, and this investor has allocated 

contract value to that index-linked 

option over 10 consecutive crediting 

periods. This investor’s RILA contract 

value after 10 years likely will differ 

from the XYZ Index’s 10-year 

performance. Reasons for this likely 

difference include, for example, that the 

index-linked option only provides a 

portion of the performance of the index 

because of a cap rate, buffer, or floor. 

Accordingly, we are proposing to 

require insurance companies to provide 

historical index information to 

investors, but with important 

qualifications so that investors will not 

confuse this index information for the 

historical performance of the RILA 

itself. In particular, the overlay of 

hypothetical caps and buffers is 

designed to help investors understand 

better how those limits can cause RILA 

performance to differ from that of the 

index. Further, the legends we are 

proposing also are designed to put 

investors on notice that the presented 

performance is not the RILA’s 

performance. 

The proposed bar chart, including the 

proposed 10-calendar-year period, is 

modeled on the risk/return bar chart in 

Item 4(b)(2) of Form N–1A. Form N–4 

also currently requires variable annuity 

issuers to show 10-years of performance 

in the portfolio company appendix. We 

preliminarily believe that 10 calendar 

years is an appropriate time to illustrate 

the performance of the index over the 

long term to help guide investors. We 

are proposing to require a 5% cap rate 

and ¥10% buffer rate to help investors 

understand how caps and buffers affect 

the index return, but without using 

values that are so high or so low that 

they will bear no resemblance to the 


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145See proposed Item 6(d)(2)(v)(A) of Form N–4. 

146See proposed Item 6(d)(2)(v)(B) of Form N–4. 

Insurers generally reserve the right to change the 

index in the middle of the crediting period if the 

index is discontinued or there is a substantial 

change in the calculation of the index. Based on 

staff experience, such changes are exceedingly rare. 

147See proposed Item 6(d)(2)(vi) of Form N–4. 

148See proposed Item 6(d)(2)(vii) of Form N–4. 

149A ‘‘rate hold’’ locks in interest at the current 

cap (or other rate limiting index gains) for the 

period between which the insurance company 

receives the investor’s annuity application and the 

time the investor’s premium payment is allocated 

to the index-linked option. A bail-out provision is 

a contract provision that provides if a current cap 

(or other rate limiting index gains) is set below a 

specified value, the investor may withdraw value 

from that index-linked option or RILA without a 

contract adjustment (and in some cases without a 

surrender charge) during a specified period after the 

start of the crediting period. A holding account is 

typically a conservative investment option 

(typically a money market fund or a fixed option) 

where amounts allocated to the index-linked option 

are held until the next index-linked option start 

date. This is used for index-linked options that start 

on a particular day each month (e.g., the 15th of the 

month). 

150See proposed Item 6(e) of Form N–4. Interests 

in fixed account options are exempt securities 

under Section 3(a)(8) of the Securities Act. 

151 General Instruction C.1.(a) of Form N–4 

(stating that ‘‘[a] Registrant’s prospectus should 

clearly disclose the fundamental features and risks 

of the [Contracts], using concise, straightforward, 

and easy to understand language.’’). 

152 Items 2 and 3 of Form N–4. 

level of gains and losses that is being 

offered. The illustrative rates are 

designed to achieve this effect because 

they are higher than typical guaranteed 

levels of caps and floors, but lower than 

typical currently offered levels. 

How Interest Is Calculated and 

Credited—Indexes 

The index underlying an index-linked 

option is a central feature of the 

investment, as the investor’s return will 

be based on the index’s performance, 

subject to applicable limits on gains and 

losses. We therefore are proposing to 

require the insurance company to 

provide for each index a brief 

description of the types of investments 

that compose the index and where the 

investor can find more information 

about the index.145 Where there is more 

than one version of an index (for 

example a total return version and a 

price return version), the disclosure 

would clearly state which version of the 

index relates to the index-linked option. 

If the index is an exchange-traded fund 

(‘‘ETF’’), the disclosure would have to 

clarify whether the index’s performance 

for purposes of determining the 

amounts credited in the index-linked 

option is based on the ETF’s net asset 

or closing value and, if the performance 

is based on the ETF’s share price, the 

impact of using the share price as 

opposed to total return. These 

disclosures collectively are designed to 

help ensure that investors understand 

the applicable indexes. The disclosure 

would also state, if applicable, that the 

index does not reflect dividends paid on 

its underlying securities, or that the 

index deducts fees and costs when 

calculating index performance, which 

will reduce index performance. This is 

important disclosure because an index 

that does not reflect dividends paid on 

underlying securities, or that deducts 

fees and costs, will have a lower return, 

all else equal, than an index that 

includes dividends and does not deduct 

fees and costs. 

We also propose to require the 

insurance company to state that it 

reserves the right to substitute an index 

prior to the end of the crediting 

period.146 This would put investors on 

notice that the index associated with a 

particular index-linked option—which 

is a key driver of the investor’s return— 

could change in the middle of a 

crediting period. The insurance 

company also would be required to 

disclose all circumstances that could 

necessitate a substitution, how the 

insurance company would choose a 

replacement index, when and how 

investors would be notified of this 

change, how index return will be 

calculated at the end of the crediting 

period, and what would happen if a 

suitable replacement index were not 

found, including whether the indexlinked option will be discontinued prior 

to the end of the crediting period. This 

information would allow an investor to 

better understand the likelihood of the 

insurance company making a 

substitution and its potential effects. 

How Interest Is Calculated and 

Credited—Maturity and Other Material 

Features 

To help investors anticipate what may 

happen at the end of an index-linked 

option’s crediting period, the insurance 

company also would be required to state 

whether an investor would receive 

advanced notice of a maturing indexlinked option, how an investor might 

provide instructions regarding the 

reallocation of the contract value rate at 

the end of the crediting period, and any 

automatic default allocation in the 

absence of such instructions.147 In 

describing these matters, the prospectus 

must also explain how investors will be 

informed of the index-linked option 

available for allocation at the end of a 

crediting period, including any changes 

to the currently-offered index-linked 

options and the discontinuance or 

addition of index-linked options. 

Finally, we propose to require the 

insurance company to describe any 

other material aspects of the indexlinked option to ensure that any other 

item not discussed above that could 

affect an investment decision is 

disclosed.148 This would include 

disclosure related to limitations on 

transfers to or from index-linked 

options, rate holds, ‘‘bail-out’’ 

provisions, start dates, and holding 

accounts.149 We would also require a 

brief description of how charges may 

impact the index-linked option’s value 

if applicable as part of this discussion. 

Fixed Options 

In addition to variable options and 

index-linked options, annuity contracts 

commonly include fixed investment 

options, such as traditional, 

unregistered fixed options and 

unregistered index options.150 In the 

variable annuity context, a fixed option 

provides an alternative for investors 

who wish to avoid the market risk of 

investing in a variable option. A fixed 

option can also serve as the holding 

account for amounts that are pending 

allocation to a particular investment 

option. In addition, a fixed option may 

be the default allocation vehicle at the 

end of an index-linked option’s 

crediting period. 

Form N–4 generally requires 

registrants to describe the fundamental 

features and risks of an annuity 

contract, including those, like fixed 

options, that are distinct from the 

variable options offered through the 

registered separate account.151 The form 

also currently requires specific 

disclosure about fixed options in the 

KIT and the Contract Overview.152

Because we are proposing to include 

disclosures relating to index-linked 

options in Item 6, we are also proposing 

to require disclosures on this other type 

of investment option available to 

annuity contract investors so that they 

have a complete understanding of what 

they may invest in through that 

contract, either actively, or by default. 

This approach is designed to increase 

investor comprehension by ensuring 

that substantive information about all of 

the available investment options is 

presented in the same location in the 

prospectus. 

The proposed disclosures for fixed 

options would be similar to those 

provided for index-linked options, 

tailored for the specifics of a fixed 

option. Specifically, registrants would 

be required to describe the fixed options 

currently offered under the contract and 

state that information regarding the 

features of each currently-offered fixed 

option, including its name, term, and 


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153As discussed below, we are also proposing to 

require disclosure relating to any fixed options 

currently offered under the contract in the Item 17 

appendix. 154Proposed Item 6(d)(2)(iv) of Form N–4. 

minimum guaranteed interest rate is 

available in an appendix with crossreferences.153 Further, registrants would 

be required to describe how interest is 

calculated and when it is credited for 

each fixed option as well as the length 

of the term and minimum guaranteed 

interest rate (stated as a numeric rate, 

rather than referring to any minimums 

permitted under State law). As with 

index-linked options, the registrant also 

would be required to state whether an 

investor would receive advance notice 

of a maturing fixed option, including 

what steps an investor might take to 

provide instructions regarding the 

reallocation of contract value at the end 

of the term, and any automatic default 

allocation in the absence of such 

instructions. In describing these matters, 

the registrant must also explain how 

investors will be informed of the fixed 

options available for allocation at the 

end of a term, including any changes to 

the currently offered fixed options and 

the discontinuance or addition of fixed 

options. Also as with index-linked 

options, we would require disclosure of 

any other material aspect of the fixed 

options, including limitations on 

transfers to or from the fixed options, 

rate holds, start dates and holding 

accounts. 

Request for Comment 

We request comment generally on the 

proposed amendments to Item 6 of Form 

N–4, and specifically on the following 

issues: 

42. Should we require each of the 

specific disclosures (e.g., disclosures 

relating to limits on index losses and 

gains, crediting period, etc.) relating to 

the RILAs and index-linked options as 

proposed? Would all of these proposed 

amendments provide information that 

would be important to investors? 

Should we modify or expand any of 

these proposed disclosure 

requirements? 

43. Should we make any other 

changes to the required prospectus 

disclosures addressing index-linked 

options? For example, we are proposing 

to require numeric examples, charts, 

graphs, or other presentations, as 

appropriate, to illustrate the mechanics 

of each type of index crediting 

methodology.154 Would the proposed 

requirement be likely to provide useful 

information for investors? If not, why 

not? Would the inclusion of such 

examples, charts, and graphs be likely to 

confuse investors about how indexlinked options work? Is there a concern 

that insurance companies would utilize 

these examples to over-emphasize the 

benefits of RILAs relative to their risks? 

If so, how could this be remedied? 

Should such examples be included in 

the prospectus in response to Item 6, or 

would they be better located elsewhere 

in the prospectus, for example, in Items 

3 or 17? Given the potential length of 

such examples, should they be included 

in an appendix to the prospectus? 

44. Should the current limits on gains 

and losses be required in the statutory 

prospectus, as proposed? If not, where 

should such disclosure be located? 

Should insurance companies update 

current limits on gains as they change 

from time to time by filing a rule 497 

prospectus supplement, or should a rule 

485 post-effective amendment be 

required? 

45. Should we require the proposed 

disclosures relating to the risks of 

investing in variable options? 

46. Should we require that the 

historical performance of indexes be 

disclosed as proposed? Is the proposed 

bar chart an effective or appropriate 

presentation approach, or should we 

instead require another presentation 

approach, such as a line graph or the 

1-, 5-, and 10 year table required in the 

Form N–1A? If so, why? Are there any 

concerns that investors would confuse 

the inclusion of historical index 

information with the performance of the 

index-linked option itself? If so, are our 

proposed requirements to provide a 

hypothetical example of a 5% cap and 

¥10% buffer and a legend sufficient to 

make clear that the performance 

illustrated by the bar chart does not 

show or suggest how an investment in 

the contract will perform for the 

investor? Are the 5% cap and ¥10% 

buffer appropriate limits to use in the 

hypothetical examples? Instead of 

prescribing a specific cap and buffer, 

should we require or permit issuers to 

include the current and/or guaranteed 

limits as an overlay to the bar chart, or 

would this provide too much visual 

clutter for investors, or be misleading in 

any way? Is 10 calendar years of index 

performance the right amount of time to 

present? 

47. Should we require discussion of 

fixed investment options currently 

offered under the contract? Are the 

proposed disclosure items appropriate 

for these types of investment options? 

48. Is there other information we 

should require insurance companies to 

disclose to help investors better 

understand the economic tradeoffs 

associated with an index-linked option? 

For example, issuers of structured notes 

that offer bounded returns similar to 

RILAs disclose the issuer’s valuation of 

the note, based on the value of (1) the 

embedded derivatives; and (2) a fixedincome bond. This disclosure allows 

investors to understand the difference 

between the issuer’s valuation and the 

original issue price that they are paying 

for the structured note. Would a similar 

disclosure for RILAs, provided with 

respect to each permutation of an indexlinked option, be helpful to investors? 

Would the difference between a 

hypothetical $100,000 investment in an 

index-linked option and the value, or 

the cost to assemble, the economic 

components underlying the indexlinked option be informative to 

investors? Would it appropriately reflect 

the implied cost the investor is paying 

when investing in that index-linked 

option? If we were to require this 

disclosure, should it be expressed in 

dollars, as a percentage of a hypothetical 

$100,000 investment, or both? Should 

we require the insurance company to 

annualize the costs over a stated period 

of time to express the cost as more akin 

to an annual expense? Recognizing that 

RILAs are intended to be long-term 

investments, what would be an 

appropriate period of time (e.g., 10, 20, 

or 30 years)? 

49. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, 

should we require the insurance 

company to compare a hypothetical 

$100,000 investment in the index-linked 

option to the value, or cost, of the 

following components: derivatives that 

would provide the index-linked option’s 

investment exposure; a fixed-income 

component; and the standard insurance 

features offered with the index-linked 

option? 

50. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, 

should we require that the insurance 

company value or price the derivatives 

using exchange-listed derivatives, such 

as exchange-traded options, and based 

on prices on the exchange, except in 

cases where exchange-listed derivatives 

could not efficiently provide the indexlinked option’s investment exposure? 

Would that approach provide for 

consistent and reliable pricing? In 

practice are insurance companies 

typically constructing and hedging 

index-linked options’ investment 

exposure using exchange-listed options 

or other derivatives where feasible? 

51. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, in 

determining the value of the derivatives 

underlying an index-linked option, 

should we require insurance companies 


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155See infra footnote 429 and accompanying text. 

156 VASP Adopting Release at n.267 and 

accompanying text. 

157 ‘‘Investment options’’ are defined as any 

variable option, index-linked option, or fixed 

option available under the contract. See infra 

section II.B.7(b). 

158Proposed Item 17(d) of Form N–4. 

159See proposed Item 17(b) of Form N–4. 

160See, e.g., proposed Item 6(d) of Form N–4. 

161See proposed Item 6(d)(2)(i)(B) of Form N–4 

and supra footnote 134. 

to use a collection of hypothetical index 

options with an expiration equal to the 

crediting period, consistent with our 

analysis in section III.B.3? 155

52. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, 

what calculation would be appropriate 

for the fixed-income component of an 

index-linked option? Should we, for 

example, provide that the insurance 

company should use the $100,000 

hypothetical investment discounted by 

the rate of interest the insurance 

company is crediting, or would credit, 

on fixed annuities with a term equal to 

the duration of the crediting periods of 

the index-linked option? Conversely, 

should we require the insurance 

company to use the value of a risk-free 

zero-coupon bond with a time to 

maturity equal to the crediting period of 

the index-linked option, consistent with 

our analysis in section III.B.3? 

53. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, 

how should the insurance company 

value, or determine the cost of 

purchasing separately, the standard 

insurance features? Do insurance 

companies maintain internal pricing 

information that could be used for this 

purpose where those features are not 

offered separately rather than in 

connection with annuities or other 

financial products sold by the insurance 

company? Should the cost or value of 

insurance be based on amounts 

insurance companies are required to 

reserve in connection with those 

insurance obligations? Should we 

require additional disclosure related to 

early withdrawal charges, fees, or 

penalties? For example, should we 

require more prominent placement of 

these features on marketing or other 

materials, or should we require a 

comparison of these features to potential 

benefits of the RILA to clarify for 

investors possible trade-offs? 

54. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, 

should we, in addition to requiring the 

disclosure of this cost figure, also 

require the insurance company 

separately to disclose the costs or values 

associated with each component 

underlying the index-linked option? 

55. If we were to require insurance 

companies to provide the disclosure 

described in request for comment 48, 

where should insurance companies 

place it in the registration statement? 

Would this information be most helpful 

to investors if it were included in the 

disclosure required by Item 6, which 

provides more detailed information on 

each index-linked option, or in the 

summary prospectus appendix 

identifying the RILA’s investment 

options? Alternatively, should it be 

disclosed the KIT as a range based on 

the available index-linked options? If 

this information were in the summary 

prospectus, would it change frequently 

and result in a high number of 

prospectus supplements delivered to 

investors? If we were to further require 

the disclosure of the underlying 

components and pricing assumptions 

used to determine the cost to investors 

disclosure, would the SAI be an 

appropriate place for that disclosure? 

Should these disclosures be structured 

using inline XBRL as proposed for other 

additional disclosures? 

(c) Appendix: Investment Options 

Available Under the Contract (Item 17) 

We propose to amend Item 17 to 

include a discussion of the index-linked 

options and fixed options available 

under the contract. This item currently 

requires a variable annuity issuer to 

include in an appendix to the 

prospectus a table that consolidates 

certain summary information about each 

portfolio company offered under the 

contract. The current appendix is 

designed to provide investors with an 

overview of variable options available 

under the contract in a uniform, tabular 

presentation that promotes comparison, 

because the investment experience of an 

investor in a variable annuity will 

largely depend on the underlying 

investments available under the 

contract.156 Similarly, we anticipate that 

an overview of the index-linked options 

available to investors in a RILA, as well 

as any fixed option currently available 

under the contract, would help 

investors understand and compare the 

various investment options offered 

under the contract. Consolidating this 

summary information about the 

contract’s investment options— 

equivalent to what is currently provided 

for variable options—into a concise, 

easy to read tabular presentation should 

enhance the ability of investors to 

understand, evaluate, and compare all 

the investment options available under 

the contract. 

To reflect the expanded scope of the 

appendix, we would amend the current 

heading to ‘‘Investment Options 

Available Under the Contract.’’ 157 We 

would provide a new instruction that 

explains that issuers may modify this 

new heading as appropriate under the 

contract. For example, if there are only 

variable options offered under the 

contract, an issuer could change the 

heading to ‘‘Portfolio Companies 

Available Under the Contract,’’ 

consistent with the current 

requirements of the form. Because 

variable options, fixed options, and 

index-linked options can vary by benefit 

offered under the contract, we also 

propose to move the restrictions table 

currently required for variable annuities 

by instruction 1(f) of Item 17 to be a 

separate requirement for all investment 

options, with no other changes.158

Index-Linked Options 

To accommodate the inclusion of 

index-linked options in the appendix, 

we propose to add a new table titled 

‘‘Index-Linked Options.’’ 159 As part of 

our approach to layered disclosure, the 

information to be supplied in the table 

for index-linked options would 

summarize certain prospectus 

disclosures required elsewhere in the 

prospectus.160

Legends 

Similar to the requirements for 

variable annuities, the table for indexlinked options would be prefaced with 

a legend. Specifically, the legend would 

state that the table lists index-linked 

options currently available under the 

contract. Further, because insurance 

companies typically change the indexlinked options available over time, we 

would require the legend to specify that 

the insurance company may change the 

features of the index-linked options in 

the table (including the index and the 

current limits on gains and limits on 

losses), offer new index-linked options, 

or terminate existing index-linked 

options, and that the insurance 

company will provide the investor with 

written notice before making any of 

these changes. 

As discussed above, current limits on 

index gains for index-linked options 

would be disclosed in the prospectus in 

response to Item 6, and changes to 

current limits on index gains would be 

disclosed in prospectus supplements.161

However, to avoid frequent updates to 

the summary prospectus, insurance 

companies would not be required to 

include current limits on index gains for 

index-linked options in the appendix as 


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162As discussed below, the proposed appendix 

would appear in the summary prospectus, but Item 

6 would not. See infra section II.C; see also infra 

section II.E.1 (discussing proposal to amend rules 

485 and 497 for RILAs). 

163Consistent with the current instructions to the 

form, any website address, including this one, that 

is included in an electronic version of the statutory 

prospectus would be required to include an active 

hyperlink or other means of facilitating access that 

leads directly to the relevant website address. 

However, this requirement would not apply to an 

electronic summary prospectus that is filed on 

EDGAR. See proposed General Instruction C.3.i of 

Form N–4. 

164 If all index-linked options offered by a RILA 

contract used the same crediting methodology, the 

table would not include the column. See, e.g., supra 

footnote 139. 165 In contrast to current limits on index gain, we 

understand that the current limits on index loss 

typically do not change frequently. 

166As discussed above, instead of also requiring 

a column for current limits on index gains (in 

addition to the column for guaranteed minimum 

limit on index gains), the legend would state that 

information about current limits on index gains is 

available at a specified website address. 

167Consistent with the approach in Item 6, the 

minimum guaranteed interest rate would be 

required to be stated as a numeric rate rather than 

referring to any minimums permitted under State 

law. 

those limits can change frequently.162

Instead, and in addition to the 

disclosure in Item 6, to ensure that 

investors have convenient access to 

changes in current limits on index 

gains, which can significantly affect an 

investor’s returns on an index-linked 

option, the proposed legend would 

require insurance companies to state 

that current limits on gains are available 

at a website address.163 This website 

address must be specific enough to lead 

investors directly to current rates, rather 

than to the home page or other section 

of the website on which the rates are 

posted. Requiring RILA issuers 

separately to include information about 

current limits on gains on their websites 

would benefit investors by making this 

information easier to find and 

understand. Furthermore, because 

websites may be updated quickly, 

website disclosure would be efficient for 

compiling index-linked options’ current 

limits on gains, given our understanding 

that these rates can change often and 

that insurance companies currently 

disclose current rates on their websites. 

Lastly, set off from the rest of the 

legend and with emphasis, we would 

require a notation that if amounts are 

withdrawn from an index-linked option 

before the end of its crediting period, 

the insurance company may apply a 

contract adjustment and that this may 

result in a significant reduction in the 

investor’s contract value that could 

exceed any protection from the index’s 

loss that would be in place if an investor 

held the option until the end of the 

term. We are proposing this notation 

given the potential impact on an 

investor’s returns if amounts are 

withdrawn prior to the end of a 

crediting period. 

We propose to require the legend to 

include appropriate cross-references to 

the section(s) of the prospectus that 

describe the features of the index-linked 

options as well as the contract 

adjustment. This approach is designed 

to help investors that are interested in 

more detail about key aspects of the 

index-linked options to locate that 

information quickly. 

Table 

The legend would be followed by a 

table that lists and highlights key 

elements of each index-linked option 

available under the contract. 

Specifically, the table would require, in 

sequential columns, the identification of 

(1) each index by name; (2) type of 

index; (3) crediting period, indicating 

the duration of the index-linked option 

in years; (4) index crediting 

methodology; (5) limits on index loss if 

held to the end of the crediting period; 

and (6) guaranteed minimum limit on 

index gain. 

The description of the type of index 

would be a brief statement of which 

type of index it is (e.g., market index, 

exchange-traded fund, etc.), or a brief 

statement describing the assets that the 

index seeks to track (e.g., U.S. large-cap 

equities). The column indicating the 

type of index crediting methodology 

used for each index-linked option 

would only be required if the RILA 

utilizes multiple index crediting 

methodologies under the contract (e.g., 

point-to-point, step-up, enhanced 

upside, etc.).164 The disclosures 

regarding limits on index loss would 

require an issuer to state the current 

percentage used in the insurance 

company’s interest credit methodology 

to limit the amount of negative index 

return credited to the index-linked 

option and to identify in the table 

whether this limit is a buffer, floor, or 

some other rate or measure.165 In the 

last column, issuers would be required 

to state the guaranteed minimum 

percentage that may be used to limit the 

amount of positive index return credited 

to the index-linked option and to 

identify in the table whether this limit 

is a cap, participation rate, or some 

other rate or measure.166

To ensure investors only receive 

disclosure relevant to them, RILAs 

would only be permitted to include in 

the table those index-linked options that 

are available under the contract. 

Further, to promote disclosure in a 

consistent format to facilitate 

comparisons, issuers would be allowed 

to add, modify, or exclude table 

headings only as necessary to describe 

the material features of an index-linked 

option. Insurance companies would also 

be required to indicate if any of the 

index-linked options are restricted (e.g., 

because of a ‘‘hard’’ or ‘‘soft’’ close), 

consistent with the current disclosure 

requirements for variable options. The 

proposed instructions also would state 

that if an index provider calculates the 

index’s return in a manner that does not 

reflect the full investment performance 

of the assets tracked by the index (e.g., 

the return does not reflect dividends 

paid on the assets composing the index, 

the return reflects a fee or cost, etc.), a 

footnote to the table must, if applicable, 

be included stating that the index’s 

return does not reflect the full 

investment performance of the assets it 

tracks, which will reduce the index’s 

performance. An investor evaluating 

index-linked options may be more 

familiar with a version of a given index 

that reflects the full performance of the 

index constituents, and this disclosure 

would alert investors that the index 

associated with a particular indexlinked option will have relatively lower 

returns. 

Fixed Options 

Consistent with our proposed 

approach to the Item 6 disclosure 

requirements, we are proposing to 

require in the appendix summary 

information about fixed options 

currently available under the contract. 

These disclosure requirements would be 

similar to the legend and table for 

index-linked options discussed above, 

adjusted to reflect fixed option details. 

The fixed option legend, in addition to 

identifying that what follows is a list of 

fixed options currently available under 

the contract, would indicate that the 

insurance company (1) may change the 

features of the fixed options identified, 

offer new ones, and terminate existing 

ones and (2) will provide the investor 

written notice before doing so. The fixed 

option table would include columns 

identifying (1) the name of the fixed 

option, (2) the term, and (3) the 

minimum guaranteed interest rate.167

Insurance companies would be 

instructed to include appropriate crossreferences in the legend to the sections 

of the prospectus that describe the 

features of fixed options. As with indexlinked options, insurance companies 

could add, modify, or exclude table 

heading only as necessary to describe 

material features of a fixed option. 


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71116 Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 

168Proposed Item 6(d)(2)(iv) (Methodology and 

Examples) of Form N–4. We are proposing to permit 

this information to be included in an appendix. See 

supra section II.B.3(a). 

169See VASP Adopting Release at n. 690 and 

accompanying text. 

170See proposed Item 5(a)-(b), (d)-f) of Form N– 

4. 

171See proposed Item 5(c) of Form N–4. 

172See proposed Item 5(a) of Form N–4. 

173See proposed Item 1(a)(6) (Outside Front 

Cover Page) (‘‘Prominently disclose as a percentage 

the maximum amount of loss from negative Index 

performance that an investor could experience after 

taking into account the minimum guaranteed limit 

on Index loss provided under the Contract.’’); 

proposed Item 2(b)(ii) (Overview of the Contract) 

(‘‘[P]rominently state as a percentage the maximum 

amount of loss an investor could experience from 

negative Index performance, after taking into 

account the minimum guaranteed limit on Index 

loss provided under the Contract.’’); proposed Item 

6(d)(1)(ii) (Investment Options) (‘‘Prominently state 

as a percentage the maximum amount of loss an 

investor could experience from negative Index 

performance, after taking into account the 

minimum guaranteed limit on Index loss provided 

under the Contract.’’). 

174We recognize that this example may suggest to 

some investors that an option with a buffer is riskier 

than one with a floor. In fact, the protection offered 

by a buffer is more likely to be triggered than the 

protection offered by a floor. In general, a buffer 

Request for Comment 

We request comment generally on the 

proposed inclusion of index-linked 

option summary information in the 

appendix, and specifically on the 

following issues: 

56. Should we require these new 

disclosures to be included in the 

appendix? Are the proposed appendix 

disclosures for index-linked options 

appropriate? Would they help investors 

to compare information among indexlinked options and generally understand 

the index-linked options available? Is 

this information likely to be relevant 

and useful to investors? Is there more or 

different information that we should 

require? Should any of the information 

not be included? For example, should 

we require current limits on gains to be 

disclosed in the appendix, rather than 

requiring the appendix to include a 

website address where information 

about current limits is available (as well 

as requiring this information in the 

statutory prospectus)? Would investors 

find it useful to have online access to 

information about current limits on 

gains? Will investors find current limits 

on index loss in the summary 

prospectus useful even if the current 

limits on index gains are not included? 

57. We are proposing to require in the 

statutory prospectus numeric examples, 

charts, graphs or other presentations to 

illustrate the mechanics of each type of 

index crediting methodology.168 Should 

we permit or require some or all of these 

examples for index-linked options to be 

included in the appendix? Would the 

inclusion of these examples add undue 

length or complexity to the appendix, or 

overwhelm the disclosure for other 

investment options? Could these 

concerns be ameliorated by only 

permitting or requiring a limited 

number of examples (e.g., no more than 

4), or by placing certain other 

limitations on the inclusion of such 

examples? If so, how? If we were to 

require examples for index-linked 

options to be included in the appendix, 

should we also require the examples to 

be included in the Item 6 disclosures, or 

should such disclosures only be 

required in a single location (and if so, 

which one)? 

58. Should we include the proposed 

disclosure in the appendix relating to 

fixed options currently available under 

the contract? Are there any changes we 

should make to the specific proposed 

disclosure requirements? 

4. Principal Risks of Investing in the 

Contract (Item 5) 

An investment in a contract offering 

index-linked options exposes investors 

to unique risks that may be different 

from those that are common to other 

investment products, including 

contracts that solely offer variable 

options. We propose to amend Item 5 to 

address certain principal risks that are 

particularly relevant to investors in 

RILAs. In addition to restructuring the 

current item to incorporate the proposed 

risk disclosure requirements addressing 

index-linked options, we propose 

certain structural changes that are 

designed to clarify existing 

requirements but are not anticipated to 

result in substantively different 

disclosure requirements for contracts 

offering variable options. These 

proposed changes also would 

consolidate certain risk disclosures 

insurance companies currently provide 

for variable annuities in other sections 

of the prospectus. We are proposing to 

require these disclosures in a single 

location to more consistently and 

effectively communicate risks to 

investors. As the Commission has 

previously explained, the principal risk 

disclosure in the prospectus is designed 

to provide a consolidated presentation 

of principal risks, which registrants can 

cross-reference to reduce repetition that 

might otherwise occur if the same 

principal risks were repeated in 

different sections of the prospectus.169

The principal risk disclosure item of 

Form N–4 currently consists of a single 

paragraph requiring a registrant to 

summarize in the prospectus the 

principal risks of purchasing a contract, 

including the following risks: (1) poor 

investment performance, (2) that 

contracts are unsuitable as short-term 

savings vehicles, (3) limitations on 

access to cash value through 

withdrawals, and (4) the possibility of 

adverse tax consequences. We propose 

to retain these substantive risk 

disclosure requirements but would 

restructure the current single paragraph 

into separate sub-items while also 

making certain minor changes designed 

to clarify existing obligations.170 The 

proposed sub-items are designed to be 

non-exclusive examples of the principal 

risks of investing in the contract being 

registered. In addition to existing 

disclosure requirements, these subitems would also include new risk 

disclosures specific to index-linked 

options, as applicable.171 We are making 

parallel changes to the risk disclosures 

most applicable to variable annuities to 

avoid any implication that risk 

disclosure should be provided at a 

different level of detail than the 

disclosures for RILAs. Most contracts 

offering variable options that are 

currently registered on Form N–4 likely 

would not need to revise their risk 

disclosure in response to the proposed 

amendments to the risk disclosure 

requirements. In our experience, it is 

common practice for these registrants 

currently to include the disclosures that 

the proposal would require in their 

prospectuses as principal risk disclosure 

(or elsewhere in their prospectuses). 

The proposed approach would retain 

the current requirement for registrants 

to explain the principal risks of 

purchasing a contract, but would also 

require an explanation of the principal 

risks of investing in an investment 

option, including the risks of poor 

investment performance.172

Additionally, for index-linked options, a 

registrant would disclose the maximum 

potential loss from negative index 

performance over the crediting period, 

as a percentage. Although disclosures 

that address certain risks of indexlinked options would be required in 

other locations in the prospectus, we are 

proposing that RILA issuers include 

certain risk factors, such as this one, in 

the consolidated summary of principal 

risks associated with the contract.173

The maximum potential loss resulting 

from negative index performance is a 

salient way to quantify potential returns 

for particular investment options. For 

example, absent this disclosure, it may 

not be apparent to investors that an 

index-linked option that offers a –10% 

buffer still has the potential for 90% 

loss.174 This statement would help 


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protects the investor from experiencing smaller, 

more common losses on an index (as well a portion 

of any larger loses), while a floor protects the 

investor from larger, less-common losses (but does 

not protect against smaller losses). Insurers that 

offer both buffers and floors should generally make 

this distinction clear to investors in their Item 5 risk 

disclosures, as well as in response to proposed 

Items 2(b)(2) and 6(d) of Form N–4. 

175See OIAD Report at Section 4, Review of RILA 

Marketing. 

176See proposed Item 5(b) of Form N–4. 

177See proposed Item 1(a)(7) (Outside Front 

Cover Page) (‘‘Prominently state as a percentage the 

maximum potential loss resulting from a negative 

Contract Adjustment, if applicable.’’); proposed 

Instruction 2(a) to Item 3 (Key Information Table) 

(‘‘Include in this statement the maximum potential 

loss (as a percentage of the investment) resulting 

from a negative adjustment. . . .’’); proposed Item 

4 (Fee Table—Transaction Expenses) (‘‘Contract 

Adjustment Maximum Potential Loss (as a 

percentage of Contract value at the start of the 

Crediting Period or amount withdrawn, as 

applicable)’’); and proposed Instruction 1 to Item 

7(e) (Contract Adjustment) (‘‘State the maximum 

potential loss, as a percentage, that could result 

from a negative Contract Adjustment.’’). 178See proposed Item 5(c) of Form N–4. 

179See proposed Item 5(d) of Form N–4. 

180See proposed Item 5(e) of Form N–4. 

181See current Instruction 3(d) to Item 2 of Form 

N–4. 

investors assess the particular risks 

associated with RILAs in the context of 

the other required principal risk 

disclosures. The potential risk of loss is 

particularly important for investors to 

understand because RILAs are often 

presented to investors as having the 

benefit of offering a balance between the 

opportunity for growth and the reduced 

risk of loss relative to savings alone or 

more conservative investments.175

The next proposed sub-item, which 

concerns the risks of early withdrawal, 

would retain the current requirement for 

registrants to disclose that contracts are 

unsuitable as short-term savings 

vehicles and to summarize the 

limitations on access to cash value 

through withdrawals, including the 

possibility of adverse tax 

consequences.176 We propose to expand 

this disclosure requirement to specify 

that a summary of the limitations on 

access to cash value through 

withdrawals may also include, if 

applicable, surrender charges, as well as 

negative contract adjustments and loss 

of interest. These are features of RILAs 

that implicate why they are not shortterm saving vehicles. In addition, 

insurance companies that offer indexlinked options would be required to 

state the maximum potential loss 

resulting from a negative contract 

adjustment, as a percentage. Although 

this last statement would be required to 

be provided in other locations in the 

prospectus, we are proposing to include 

this risk disclosure in the consolidated 

summary of principal risks because 

contract adjustments can significantly 

affect contract value.177 Also, contract 

adjustments are a distinctive feature of 

contracts with index-linked options that 

we recognize (based on results of 

qualitative investors interviews) 

investors can find difficult to 

understand. Quantifying maximum 

potential loss resulting from a negative 

contract adjustment is intended to 

illustrate the possible effects of these 

adjustments. Further, unlike other types 

of losses, contract adjustments are 

typically avoidable by investors. As a 

result, we anticipate that showing the 

maximum loss possible would help 

investors evaluate whether to take an 

action that would result in a contract 

adjustment. It also would help investors 

understand the potentially significant 

risks that they could face in a RILA, 

regardless of a RILA’s bounded return 

structure. Therefore, this statement 

would assist investors in assessing 

unique risks associated with indexlinked options in the context of the 

other required principal risk 

disclosures. 

The next proposed sub-item, which 

concerns the principal risks associated 

with index-linked options, would 

include new risk disclosure 

requirements tailored to address unique 

risks associated with these investment 

options.178 Under these proposed 

requirements, a registrant would have to 

describe the principal risks of investing 

in any index-linked options offered 

under the contract (in addition to the 

risks of potential loss from negative 

index performance, as discussed above). 

The proposed sub-item would require 

the prospectus to include a statement 

that an investor in an index-linked 

options is not invested in the index or 

in the securities tracked by the index. 

This reflects our concern, based on the 

results of qualitative investor 

interviews, that investors may be 

confused about whether an investment 

in an index-linked option is a direct 

investment in the index. 

To help ensure that RILA 

prospectuses address certain key risks, 

the proposed instructions to this 

disclosure requirement would specify 

that discussion of the principal risks 

related to index-linked options would 

be required to include the principal 

risks relating to, as applicable: (1) 

limiting positive index returns; (2) the 

possibility of losses despite limits on 

negative index returns; (3) interest 

crediting methodologies; (4) the impact 

of contract fees on the amount of 

interest credited; and (5) the 

reallocation of contract value at the end 

of an index-linked option’s crediting 

period. We are also proposing 

instructions specifying that this 

discussion would be required to 

include, as applicable, principal index 

risks relating to: (1) the type of index 

(e.g., market risk, small-cap risk, foreign 

securities risk, emerging market risk, 

etc.); (2) the exclusion of dividends from 

index return; and (3) market volatility. 

These instructions would require RILA 

issuers to specify which risks relate to 

each index offered under the contract, 

and to describe the principal risks 

related to the possible substitution of 

the index before the end of an indexlinked option’s term. 

An additional proposed new sub-item 

would require a description of the 

principal risks associated with any 

contract benefits (e.g., death benefits, 

living benefits), including the impact of 

excess withdrawals, if applicable. These 

risks include, for example, investment 

restrictions associated with a living 

benefit, which may limit investment 

performance.179 As an additional 

example, there are risks that 

withdrawals may substantially reduce 

the benefit, that some guaranteed 

benefits are based on a contingency that 

may never occur (e.g., the contract value 

falling to zero), that the rates for 

contract benefits may change over time, 

and that certain benefits may be 

discontinued prior to election. Because 

these risks could impact the expected 

performance of the annuity, or in some 

cases could even terminate the annuity, 

we are proposing to require issuers to 

disclose them to in the prospectus. 

Another proposed new sub-item 

would require an explanation of the 

principal risks associated with the 

insurance company’s ability to meet its 

guarantees under the contract, including 

risks relating to its financial strength 

and claims-paying ability, which as 

described below may be of particular 

concern for investors who allocate 

contract value to index-linked 

options.180 We recognize that a 

summary of certain insurance company 

risks is currently required to be 

disclosed in the KIT.181 Moreover, 

although there is no corresponding 

disclosure requirement that mandates 

the inclusion of insurance-companyrelated risks in the principal risk 

disclosure in contract prospectuses, 

most Form N–4 registrants already 

provide this disclosure. We therefore do 

not expect that current Form N–4 

registrants likely would have to modify 

their disclosures to comply with the 

proposed requirement. Nevertheless, we 

propose to require this disclosure to be 

included in the consolidated principal 

risks section of the prospectus for 


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182See proposed Item 5(f) of Form N–4. 

183See OIAD Report at Section 6, Quantitative 

Testing, Testing Impacts, Table 9 (noting that 16.2 

percent of participants understood that a 

participation rate reduces potential gains from the 

market and 52.1 percent of participants understood 

that a cap reduces potential gains from the market). 184See, e.g., OIAD Report at Section 5, Qualitative 

Testing, Results From Round 2. 

185 In order to eliminate unnecessary information 

in the prospectus, we propose amending the general 

instructions to clarify that registrants may omit a 

narrative explanation that is not applicable under 

the contract. See proposed instruction 1 to Item 4 

of Form N–4. We also are proposing an amendment 

to general instruction 5 regarding the preparation of 

the Transaction Expenses and Annual Contract 

Expenses tables, clarifying that the instruction to 

completeness, and to help ensure that a 

prospectus for a contract that offers 

fixed options and index-linked options 

discloses the insurance company’s 

claims-paying ability with regard to its 

contractual guarantees. In contrast to 

variable options, where amounts 

invested are held in a separate account 

insulated from the insurance company’s 

general account and protected from 

general account creditors, assets 

invested in an index-linked option are 

subject to the insurance company’s 

claims-paying ability for most RILAs. 

Lastly, we propose a final new subitem, which would require a description 

of the principal risks relating to any 

material reservation of rights under the 

contract, including if applicable, (1) the 

right to remove or substitute portfolio 

companies; (2) add or remove indexlinked options and change the features 

of an index-linked option from one 

crediting period to the next; (3) stop 

accepting additional purchase 

payments; and (4) impose investment 

restrictions or limitations on 

transfers.182 We propose to require this 

disclosure because the ability to 

discontinue contract features, alter an 

investor’s ability to participate in an 

index’s upside performance, and 

otherwise change features is important 

information for investors when making 

an investment decision. 

We request comment generally on the 

proposed amendments to Item 5 of Form 

N–4, and specifically on the following 

issues: 

59. Do the proposed amendments to 

Item 5 appropriately describe the types 

of principal risks that are typically 

associated with investing in a contract 

that offers variable options and/or 

index-linked options? Should different 

or additional principal risks be required 

to be summarized in the prospectus? 

60. Do commenters agree with the 

proposed approach of amending Item 5 

to restructure the current item into 

separate sub-items? For contracts 

offering variable options, do 

commenters agree that the proposed 

changes would clarify existing 

requirements, but would not generally 

result in substantively different 

principal risk disclosure requirements? 

Would the proposed changes to Item 5 

require contracts offering variable 

options that are currently registered on 

Form N–4 to revise their current risk 

disclosure, or could they continue to 

use their existing disclosures? Why or 

why not? To the extent that Form N–4 

registrants are currently disclosing risks 

on topics that the proposed changes 

address in other parts of the prospectus, 

would this current risk disclosure be 

considered to be ‘‘principal’’ risk 

disclosure? 

61. Although we are proposing to 

require disclosure of specified indexlinked option-related principal risks to 

be provided in response to the Item 5 

disclosure requirements, we also 

propose to require aspects of these risks 

to be disclosed in response to certain 

other prospectus disclosure 

requirements, facilitating a layered 

disclosure approach. Is this appropriate? 

What ‘‘layers’’ of risk disclosure are 

appropriate for the summary 

prospectus, statutory prospectus, and 

SAI? 

62. Are the proposed additions to the 

current principal risk disclosures 

appropriate? If not, why not? Should 

we, for example, require a registrant 

specifically to disclose principal risks 

associated with index-linked options, 

contract benefits, the insurance 

company, and any material reservation 

of rights under the contract, as 

proposed? If not, why not? Is an 

insurer’s ability to discontinue contract 

features, reduce index limits on gains 

and otherwise change features likely to 

be inconsistent with an investor’s 

reasonable expectations, as we state 

above? Should we modify any of the 

aspects of these proposed principal risk 

disclosure requirements? 

5. Addition of Contract Adjustments 

and Other Amendments to Fee and 

Expense Disclosures (Items 4, 7, and 22) 

We are proposing amendments to 

Form N–4 to require specific disclosures 

regarding contract adjustments and 

other implicit RILA-specific costs that 

can result in a significant erosion of 

investment principal. The proposed 

disclosures are designed to provide 

investors with a better understanding of 

the mechanics of these costs and the 

associated potential for loss. Under the 

proposed approach, these disclosure 

requirements would be set forth in Items 

4, 7, and 22(d) of Form N–4. We are also 

proposing revisions to the existing 

provisions of these Items, applicable to 

all Form N–4 issuers, to clarify certain 

terminology. 

(a) Amendments to Fee Table Disclosure 

Requirements (Item 4) 

We propose amending Item 4 to 

require specific disclosures regarding 

contract adjustments and other costs 

specific to RILAs. Item 4 currently 

requires variable annuity registrants to 

provide comprehensive information on 

the fees and expenses investors will pay 

when buying, owning, and surrendering 

or making withdrawals from a contract, 

as well as expenses paid each year 

during the time the investor owns the 

contract. While RILAs typically do not 

charge the explicit ongoing fees and 

expenses common to variable annuities, 

investors do experience an implicit 

ongoing fee to the extent the insurer 

limits, through the use of a cap, 

participation rate, or some other rate or 

measure, index gains. Moreover, RILA 

issuers typically utilize contract 

adjustments, which can result in a 

significant charge to investors who 

make withdrawals from an index-linked 

option or from the contract before the 

end of a specified period. Further, 

investor testing suggested that most 

participants struggled to fully 

comprehend the costs to investors of 

these products.183 These costs include 

contract adjustments because they can 

negatively affect an investor’s contract 

value or the amounts an investor could 

withdraw from the contract.184

Accordingly, we are proposing to 

include a detailed description of 

contract adjustments in the prospectus, 

and that this disclosure be proximate 

and similar to other disclosures 

regarding fees and expenses. Thus, we 

are proposing several amendments to 

incorporate the concept of contract 

adjustments as well as implicit ongoing 

fees and expenses into the current Item 

4 disclosure requirements. We propose 

generally expanding the tabular 

disclosures that Item 4 requires to 

address contract adjustment costs that 

investors will pay when buying, 

owning, and surrendering or making 

withdrawals from an investment option, 

and as noted below, requiring 

disclosures about the maximum 

potential loss that an investor could 

experience in connection with a 

contract adjustment. We are also 

proposing to expand the tabular 

disclosures with respect to annual 

contract expenses, to alert investors to 

the implicit ongoing costs associated 

with limiting positive index returns. In 

addition, we are proposing certain nonsubstantive changes to the fee table 

disclosures and instructions that would 

be applicable to all issuers.185


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disclose the maximum guaranteed charge as a single 

number where a fee is calculated based on a 

benchmark does not apply to a contract adjustment. 

See proposed instruction 5 to Item 4 of Form N– 

4. 

186See proposed instruction 11 to Item 4 of Form 

N–4. 

187See proposed Instruction 10 to Item 4 of Form 

N–4. Under the proposed definition, ‘‘transfer fee’’ 

would encompass both the maximum fee charged 

for any exchange or transfer of contract value 

between investment options as well as the 

maximum fee charged for any exchange or transfer 

of contract value from the registered separate 

account to another investment company or from the 

registered separate account to the insurance 

company’s general account. Thus, the proposed 

amendments regarding the definition and 

terminology surrounding transfer fees would not 

result in any substantive change for existing Form 

N–4 issuers. 

188We are also proposing two related, nonsubstantive amendments to the instructions relating 

to annual contract expenses relevant to all issuers. 

These changes are to broaden terminology given the 

expanded scope of issuers that under the proposal 

could file on Form N–4. Currently the instruction 

for describing administrative expenses references 

‘‘any Contract, account, or similar fee on all Investor 

Accounts;’’ however, as noted below, we propose 

deleting the term ‘‘Investor Account,’’ and 

accordingly also propose amending this instruction 

to conform to that change. Relatedly we are 

proposing to amend the instruction regarding base 

contract expenses to remove a reference to fees and 

expenses deducted ‘‘from separate account assets or 

charged to all Investor Accounts,’’ replacing it with 

an instruction to consider fees and expenses 

‘‘charged to any Investment Option.’’ 

189Additionally, we are proposing two nonsubstantive terminology changes in Instruction 3 to 

Continued 

Particularized changes we propose to 

the fee table disclosures are discussed 

below. 

Transaction Expenses Table 

Form N–4 issuers currently must 

include a transaction expenses table in 

their prospectuses, describing fees and 

expenses investors must pay when 

buying, owning, and surrendering or 

making withdrawals in connection with 

a contract. This requires a description of 

the sales load imposed on purchases (as 

a percentage of purchase payments), the 

deferred sales load (as a percentage of 

purchase payments or amount 

surrendered, as applicable), and transfer 

fees. To provide proximate and similar 

disclosure for RILA-specific costs, we 

propose to require that insurance 

companies additionally include the 

maximum negative contract adjustment 

that may be imposed, to be expressed as 

a percentage of contract value at the 

start of the crediting period or the 

amount withdrawn, as applicable. To 

provide investors notice of the 

circumstances where they might be 

subject to this cost, we also propose that 

insurance companies include a footnote 

describing all transactions potentially 

subject to a contract adjustment.186

Currently this table also requires 

registrants to describe the maximum 

exchange fee that investors could incur 

for any exchange or transfer of contract 

value from the registrant to another 

investment company, or between subaccounts or to the insurance company’s 

general account. In a change relevant to 

all Form N–4 issuers, we are proposing 

a terminology change, replacing the 

term ‘‘exchange fee’’ with ‘‘transfer fee,’’ 

as this term better reflects our 

experience, namely that the vast 

majority of such fees are those imposed 

on transfers of account value among 

investment options under the 

contract.187

Annual Contract Expenses 

Form N–4 issuers currently must 

include an annual contract expenses 

table in their prospectuses, detailing the 

fees and expenses that investors pay 

each year in administrative expenses, 

base contract expenses, and optional 

benefit expenses. Currently, base 

contract expenses must be expressed as 

a percentage of average account value. 

In a change relevant to all Form N–4 

issuers, we propose an amendment that 

would also allow base contract expenses 

to be expressed as a percentage of 

average account value or contract value. 

We do not expect that this change will 

substantively affect variable annuities’ 

existing disclosure. We are proposing 

this expansion to describe expenses 

deducted where index-linked options or 

fixed options are implicated, as those 

options do not generally use the concept 

of average account value.188

Additionally, to place investors on 

notice of the unique and ongoing tradeoff costs associated with RILAs that may 

not be captured by this table, we are 

proposing to require registrants to 

include the following statement in the 

table: 

In addition to the fees described above, we 

limit the amount you can earn on an IndexLinked Option. Imposing this limit helps us 

make a profit on the Index-Linked Option. In 

return for accepting this limit on Index gains, 

you will receive some protection from Index 

losses. 

Annual Portfolio Company Expenses 

Form N–4 currently requires issuers 

to include in the prospectus an annual 

portfolio company expenses table, 

disclosing the minimum and maximum 

total operating expenses charged by the 

portfolio companies offered by variable 

annuity contracts that may be 

periodically charged to investors during 

the time they own the contract. This 

includes costs incurred by portfolio 

companies directly and, if the portfolio 

company invests in other mutual funds, 

the fees and expenses the portfolio 

company indirectly incurs from these 

investments. In a change that also 

would apply to variable annuities 

prospectuses, we are proposing that 

registrants disclose that expenses shown 

in this table may change over time and 

may be higher or lower in future. We 

propose this change for two reasons. 

First, this modification would help to 

ensure that investors understand that 

these charges may increase over time, 

notwithstanding that these charges are 

described as maximum expenses. 

Second, given that we are proposing 

similar disclosures with regard to 

features of RILA offerings that are 

subject to change, we propose to require 

a similar level of disclosure with regard 

to variable annuity offerings where 

appropriate. 

Example 

Form N–4 issuers currently must 

provide an example in their 

prospectuses that is designed to allow 

variable annuity investors to compare 

the cost of investing in the contract with 

the cost of investing in other variable 

annuity contracts. We propose 

amending the example requirements to 

clarify, for variable annuity and RILA 

issuers, that the example is designed to 

permit investors to compare costs of 

investing solely in variable options 

under the contract with costs associated 

with variable options offered under 

other annuity contracts. Under the 

proposal, the example would be 

preceded with a legend specifically 

stating that: the example assumes that 

all contract value is allocated to variable 

options; the example does not reflect 

contract adjustments; and costs would 

likely differ if an investor selects indexlinked options or fixed options. 

(b) Charges (Item 7) 

Currently, Item 7 requires registrants 

to provide a brief description in their 

prospectuses of all current charges 

deducted from purchase payments, 

investor accounts, or assets of the 

registrant. Consistent with the proposed 

changes to Item 4, we also are proposing 

a change in terminology that would 

affect all Form N–4 issuers, replacing 

references in Item 7 to ‘‘investor 

accounts’’ and the assets of ‘‘registrants’’ 

with the terms ‘‘contract value’’ and 

‘‘investment option’’ assets, 

respectively. Therefore, in responding to 

Item 7, variable annuity and RILA 

issuers would describe charges 

deducted from purchase payments, 

contract value, or investment option 

assets.189


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71120 Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 

Item 7(a) regarding how registrants must describe 

the sources that will be used to cover shortfalls 

where proceeds from sales load will not cover 

expected costs. First, we propose replacing the term 

‘‘depositor’’ with the term ‘‘insurance company.’’ 

Second, where shortfalls are to be made from an 

insurance company’s general account, this 

instruction requires a disclosure that amounts paid 

by the insurance company may consist of proceeds 

derived from base contract expenses deducted from 

the registered separate account. We propose 

striking this italicized language referring to assets 

of the registered separate account because it is 

superfluous given the definition of ‘‘base contract 

expenses’’ in proposed Instruction 14 to Item 5, 

discussed above. 

190See instructions (a) through (d) to Item 7 of 

Form N–4. 

191See proposed instructions (e)(1) through (e)(3) 

to Item 7 of Form N–4. In describing the 

transactions subject to a contract adjustment, the 

insurance company would need to describe, for 

example, whether adjustments apply if amounts are 

transferred or withdrawn from an index-linked 

option or from the contract due to a partial 

withdrawal, surrender, election of an annuity 

option, or payment of death benefit proceeds, or 

where a particular optional benefit (e.g., a 

withdrawal under a guaranteed living benefit) is 

utilized, and to describe any circumstances under 

which the adjustment will be waived. 

192See proposed instruction (e)(5) to Item 7 of 

Form N–4. If applicable, the insurance company 

would also be required to state the impact of the 

contract adjustment on interest to be credited to an 

index-linked option at the end of its crediting 

period. 

193See proposed instructions (e)(4) and (e)(6) to 

Item 7 of Form N–4. The description of how the 

contract adjustment is determined would have to 

provide a meaningful explanation of all the material 

features of the contract adjustment’s application, 

including: (1) information about any formula 

applied (e.g., a change in value of hypothetical 

derivative instruments); (2) the factors that may 

cause an adjustment (e.g., timing of withdrawal, 

index volatility, increase in external interest rates); 

(3) a description of any proportionate withdrawal 

calculations; and (4) how adjustments are applied 

(e.g., allocated among the investment options, 

applied to a withdrawal amount). 

194See proposed instruction (e)(7) to Item 7 of 

Form N–4. 

195See proposed instruction (e)(8) to Item 7 of 

Form N–4. 

196See, e.g., OIAD Report at Section 5, Qualitative 

Testing, Results From Round 2 and Section 7, 

Conclusions. 

197See proposed instruction (e)(4) to Item 7 of 

Form N–4. 

198See proposed instruction (e)(1) to Item 7 of 

Form N–4. 

For the reasons described above and 

given the potentially significant 

economic consequences contract 

adjustments can have on RILA 

investors, we are also proposing 

additional specific requirements to 

incorporate contract adjustments into 

the prospectus’s disclosure of charges, 

which would entail detailed 

descriptions of any contract adjustments 

under the contract. These disclosures 

are designed to be comparable in scope 

and proximate to existing disclosures 

about contract charges applicable to 

variable annuities.190

Specifically, we are proposing that 

insurance companies would have to: (1) 

disclose (as a percentage) the maximum 

potential loss that could result from a 

negative contract adjustment; (2) define 

the period during which any contract 

adjustment would apply; and (3) 

describe all transactions subject to a 

contract adjustment.191 Insurance 

companies also would have to include 

a description of how the contract 

adjustment will affect the contract 

value, surrender value, death benefit, 

and any living benefits, and disclose 

that a negative adjustment could reduce 

the value under the contract in an 

amount greater than the value 

withdrawn.192 They would also need to 

describe, in simple terms, how the 

contract adjustment is determined 

under the contract, and the relationship 

between the contract adjustment and 

any other charges or fees applied under 

the contract, including, for example, the 

sequence in which charges and 

adjustments are applied.193 The 

required disclosure would also require 

the issuer to briefly describe the 

purpose of the contract adjustment, 

including, for example, that the contract 

adjustment transfers risk from the 

insurance company to the investor to 

protect the insurance company from 

losses on its own investments 

supporting contract guarantees if 

amounts are withdrawn prematurely.194

Finally, issuers would be required to 

disclose how an investor can obtain 

information about the current value of 

the contract adjustment, while stating 

that this value can fluctuate daily, and 

that the quoted value may differ from 

the actual value at the time of 

adjustment.195

These proposed disclosures are 

intended to provide investors with the 

necessary scope and level of detail of 

the contract adjustments that could 

negatively affect an investor’s contract 

value or the amounts an investor could 

withdraw from the contract. These 

disclosures are further justified given 

the RILA Act’s requirement that the 

Commission use the results of investor 

testing in designing a registration form 

for RILAs. That mandated investor 

testing showed that participants were 

confused about contract adjustments, 

their purpose, the situations in which 

they could arise, their potential 

magnitude, and their relationship to 

other fees and charges (e.g., surrender 

fees).196 These disclosures are designed 

to address these areas of identified 

confusion. 

To simplify this disclosure, we 

propose specifying that detailed 

disclosure on the method of calculating 

the contract adjustment appear in the 

SAI, as opposed to the prospectus.197

We also propose requiring that Item 7(e) 

include a cross-reference to Item 22 of 

Form N–4, which would require moredetailed disclosure on the contract 

adjustment’s calculation (including 

illustrative examples as to adjustment’s 

operation) to appear in the SAI. The 

more detailed SAI discussion is not, 

however, a substitute for the Item 7 

requirements. Thus, for example, an 

insurance company could not include 

the formula underlying the contract 

adjustment calculation in the SAI in 

lieu of the required discussion of the 

formula in the prospectus. Rather, in 

addition to stating the formula in the 

SAI, the insurance company would 

need to include in the prospectus a brief 

description, in simple terms, of the 

manner in which contract adjustment is 

determined. 

Further, while the proposed 

disclosures are tailored to the 

mechanics of contract adjustments, they 

are also designed to be, where possible, 

consistent with existing requirements 

regarding disclosure of current charges 

deducted from purchase payments, 

investor accounts, or assets of the 

registrant. For example, Form N–4 

currently requires disclosure of current 

fees and charges, which are typically 

expressed as a percentage. Because the 

value of a given contract adjustment can 

change daily, we are proposing that 

insurance companies disclose the 

maximum potential loss, as a 

percentage, that could result from a 

negative contract adjustment (rather 

than mandate a disclosure of a current 

contract adjustment value that could 

quickly become outdated).198

(c) Purchase of Securities Being Offered 

(Item 22) 

We are proposing to amend Item 22, 

which addresses the purchase of 

securities being offered, to require 

specific, detailed contract adjustment 

disclosures to appear in RILA issuers’ 

SAIs. As discussed above, issuers would 

be required to provide a simple 

explanation of the underlying 

mechanics of contract adjustments in 

their prospectuses, while noting that 

further detail is available in the SAI and 

providing a cross reference to that 

information. Under the proposal, in 

addition to the discussion required in 

the prospectus by Item 7, Item 22 would 

require issuers to explain fully the 

operation of any contract adjustment 

that can be applied under the contract. 

This more detailed explanation would 

not take the place of the prospectus 

discussion and would need to address 

all the material features of the 

adjustment and include an explanation 


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199See proposed Item 22(a) of Form N–4. 

200See proposed Item 22(b) of Form N–4. 

201See proposed Item 22(c) of Form N–4. 

202See proposed Item 31A of Form N–4. An 

issuer transitioning from an existing registration 

statement on Form S–1 or S–3 to Form N–4 through 

Continued 

of any formulas used to calculate the 

adjustment, and at least one numeric 

example to illustrate the application of 

the contract adjustment. This numeric 

example would have to include a 

negative adjustment, reflect surrender 

charges (if applicable), and disclose the 

percentage change in contract value as 

a result of the adjustment. 

The mechanics of contract 

adjustments under a RILA contract are 

typically complex, often implicating the 

application of factors or formulas that 

can be difficult for many investors to 

understand. Because the application of 

a negative contract adjustment can 

substantially affect an investor’s 

contract value, however, we propose to 

require the inclusion of information on 

negative contract adjustment in the SAI, 

so that investors who wish to learn more 

about the calculation may do so. In 

addition to promoting transparency 

generally, this proposed disclosure 

would ensure that liability attaches 

under section 11 of the Securities Act 

for any material misrepresentations 

regarding the application of a contract 

adjustment. 

We are also proposing to make 

applicable to RILA issuers certain 

existing SAI disclosure requirements 

about the purchase of securities being 

offered. Specifically, we are proposing 

revisions to the instructions to the 

existing requirement to describe the 

manner in which the securities are 

offered to the public, which would 

instruct RILA issuers to respond by 

addressing any exchange privileges 

between investment options.199

Additionally, we propose to make the 

existing requirement to describe the 

method used to determine the sales load 

applicable to RILA issuers.200 We do not 

propose applying the existing disclosure 

requirement dealing with frequent 

transfer arrangements to RILA issuers, 

as its provisions are relevant only to 

variable annuity contracts.201

(d) Request for Comment 

We request comment on these 

proposed amendments. 

63. Do commenters agree that it is 

appropriate to include a discussion of 

contract adjustments in Items 4, 7, and 

22 as proposed? If not, how would 

commenters suggest issuers disclose 

contract adjustments to ensure that 

investors have sufficient information to 

make an informed investment decision 

regarding RILAs? 

64. Is it appropriate to require the 

disclosure of the contract adjustment 

maximum potential loss in the 

transaction expense table? Do 

commenters agree that is appropriate to 

require that issuers express the contract 

adjustment maximum potential loss as a 

percentage? If not, what alternative 

measure would commenters suggest? 

65. Do commenters agree that the 

proposal strikes the proper balance in 

the location of the proposed contract 

adjustment disclosures? Are there any 

contract adjustment disclosures we 

propose including in the SAI that 

commenters believe would be more 

appropriately located in the prospectus? 

Are there any contract adjustment 

disclosures we propose including in the 

prospectus that commenters believe 

would be better situated in the SAI? 

66. Do commenters agree with our 

proposal that issuers be required to 

include, in the annual contract expenses 

table, a statement disclosing that, in 

addition to the expenses described in 

the table, investors will be subject to 

limits on the amounts they can earn in 

connection with index-linked options? 

Do commenters agree that it is 

appropriate to include a statement 

addressing current limits on gains in 

conjunction with the annual contract 

expenses table? Do commenters agree 

the proposed statement captures the 

most salient concerns to investors of 

these kinds of limits on gains? Do 

commenters have any suggestions for 

alternate wording or placement of the 

statement? 

67. Do commenters have any 

suggestions about additional or 

alternative disclosures that would 

address the areas of confusion regarding 

contract adjustments that this release 

describes as being identified in investor 

testing? 

68. Are there any concerns with our 

proposal to use the term ‘‘contract 

adjustment’’ when referring to MVAs 

(market value adjustments) and IVAs 

(interim value adjustments)? Is there an 

alternative term that we should use to 

describe these kinds of adjustments? 

69. Does our proposal to replace the 

term ‘‘exchange fee’’ with ‘‘transfer fee’’ 

in Item 4 raise any concerns? 

70. With regard to the numeric 

examples we propose requiring in the 

SAI, should there be any additional 

requirements for what those examples 

would need to include? For example, 

should we require that the example 

utilize the average negative contract 

adjustment in operation for the 

preceding year, or the negative contract 

adjustment expected over the next year? 

Should we also (or instead) require an 

example of a contract adjustment in the 

prospectus? If so, why, and what 

particular assumptions should we 

require in the example? 

71. Do commenters agree with our 

recommendation to place the more 

detailed disclosures associated with the 

mechanics of contract adjustments (such 

as applicable formulas) in the SAI as 

opposed to the prospectus? Why or why 

not? 

72. In addition to the contract 

adjustment disclosures we have 

proposed, should we also require 

issuers to provide a graphic illustrating 

the operation of a contract adjustment? 

If so, where should we require that 

graphic illustration be presented, and 

what particular circumstances should it 

illustrate? For example, would it be 

helpful to require issuers to include a 

graphic illustration demonstrating how 

a contract adjustment works when 

investors withdraw amounts from their 

contract prior to the end of a crediting 

period? Should we require illustrations 

that demonstrate the operation of a 

contract adjustment for investors in 

circumstances where they change to a 

different index-linked option before the 

end of a crediting period, and 

demonstrating how they can change 

investment options to minimize the 

financial impact to their contract value? 

6. Information About Contracts With 

Index-Linked Options (Item 31A) 

We are proposing new Item 31A of 

Form N–4 to require census-type 

information regarding RILAs offered in 

connection with the applicable 

registration statement. Specifically, 

under proposed Item 31A, an insurance 

company would be required to provide 

the following information regarding any 

RILA offered through the registration 

statement, as of the most recent calendar 

year-end: (1) the name of each contract; 

(2) the number of contracts outstanding; 

(3) the total value of investor allocations 

attributable to index-linked options; (4) 

the number of contracts sold during the 

prior calendar year; (5) the gross 

premiums received during the prior 

calendar year; (6) the amount of contract 

value redeemed during the prior 

calendar year; and (7) whether the 

contract is a ‘‘combination contract,’’ 

that is, a contract that offers variable 

options in addition to index-linked 

options. This information would be 

required as of the most recent calendar 

year-end and, accordingly, would 

generally be updated through a posteffective amendment to a registration 

statement on Form N–4.202


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a post-effective amendment would be required to 

report this information as of the most recently 

completed calendar year in its first post-effective 

amendment transitioning onto Form N–4. 

203See Item F.14 of Form N–CEN; see also 

Investment Company Reporting Modernization, 

Investment Company Act Release No. 32314 (Oct. 

13, 2016) [81 FR 81870 (Nov. 18, 2016)] at the 

sentences following n.1142. 

204See 15 U.S.C. 77j(a)(3). 

205We understand that insurance companies 

offering RILAs have a December 31 fiscal year end 

which, in practice, means a distinction between 

calendar year and fiscal year would result in 

limited effect on the reporting. 

206 Issuers registering combination contracts on 

Form N–4 would be required to exclude amounts 

allocated to a variable option when providing 

information in response to Item 31A as these 

allocations would be separately reported by 

registered separate accounts on Form N–CEN. 

207For example, a variable annuity separate 

account that has not previously filed a Securities 

Act registration statement would identify itself as 

a new registrant, regardless of whether the 

sponsoring insurance company has filed a recent 

Securities Act registration statement or amendment 

thereto as the proposed requirements request 

information on the registrant. In the same manner, 

an insurance company filing on Form N–4 would 

determine whether it is a new registrant solely with 

respect to its own Securities Act registration 

statement filings. 

208 In addition to this checkbox, we are proposing 

an instruction that implements the requirements of 

rule 12h–7 to indicate that the insurance company 

is relying upon the exemption provided by that rule 

in the relevant prospectus. See supra section 

II.B.3.b. 

209See supra section II.A. 

This information is census-type data 

that would provide contract-level 

disclosures designed to assist the 

Commission and staff in identifying 

trends in insurance companies’ offerings 

of RILAs. This information would also 

provide improved transparency to 

investors by supplementing the 

information available about the 

marketplace for the contracts offered in 

connection with a registration 

statement. These items are relatively 

limited in scope and primarily consist 

of information that should generally be 

readily available to issuers. The 

particular data required is similar to that 

provided by registered separate 

accounts that likewise assist the 

Commission and staff in identifying 

trends in variable annuities.203

We are proposing to require 

information to be presented as of the 

most recent calendar year-end to 

provide the Commission and its staff 

with information that will be updated 

with an annual frequency for offerings 

of RILAs. We anticipate that this 

information would typically be updated 

as part of an issuer’s annual update to 

its registration statements for such 

contracts.204 This approach would 

result in information provided as of a 

uniform date for all offerings of RILAs, 

regardless of the issuer’s filing date, 

and, in turn, would provide for 

increased comparability across issuers 

and contracts.205 Requiring this 

information to be updated annually is 

intended to achieve an appropriate 

balance between providing the 

Commission and its staff with current 

information while avoiding 

overburdening issuers. An annual 

snapshot should be sufficient for the 

census-type nature of the information 

and would provide Commission staff 

with appropriate intervals of data points 

over time in which to identify trends in 

insurance companies’ offerings of 

RILAs. Requiring these issuers to report 

such census information semi-annually 

or more frequently would place an 

increased burden on issuers that may 

not be justified by a commensurate 

increase in the value of the information 

received by the Commission. 

This reporting would provide the 

Commission with additional 

transparency into the RILA market 

segment, which would in turn improve 

the effectiveness of the Commission’s 

oversight of offerings on Form N–4. 

Requiring this high-level reporting 

would permit the Commission to 

identify trends occurring in this market 

segment over time and assist with 

allocating the Commission’s resources 

in administering the form. This reported 

information on index-linked options 

would complement parallel census-type 

information that is currently required to 

be reported annually on Form N–CEN 

by registered unit investment trusts 

offering variable annuities.206 The new 

census-type information therefore 

would help provide the Commission 

with a more complete picture of the 

marketplace for insurance products 

offered through registration statements 

on Form N–4. In addition, this 

information may benefit the public in 

supplementing the information 

available about RILAs. 

We request comment on these 

proposed amendments. 

73. Are the required reporting 

elements in Item 31A of proposed Form 

N–4 appropriate and clear? If not, what 

elements require additional instruction? 

74. Do commenters agree that it is 

appropriate to require reporting under 

Item 31A to be provided as of calendar 

year-end? Do commenters agree that 

there is limited practical difference 

between requiring a fiscal year-end and 

calendar year-end requirement in light 

of investment company practices? 

75. Should we require additional or 

different reporting of census-type 

reporting regarding RILAs? If so, should 

we also amend the requirements of 

Form N–CEN to ensure parallel 

reporting by registered unit investment 

trusts offering variable annuities 

registered on Form N–4? 

76. Would RILA issuers face any 

significant challenges in providing the 

required reporting elements? If so, why? 

77. Do commenters agree that it 

would be appropriate for issuers with 

existing contracts to report information 

required by proposed Item 31A for the 

calendar year prior to the calendar year 

the issuer first transitions its registration 

statement onto Form N–4? 

7. Other Amendments and Provisions 

Our proposed amendments also 

include certain other amendments to 

Form N–4 and related rules designed to 

accommodate the inclusion of RILA 

issuers on that form. These include 

amendments to Form N–4’s facing sheet, 

definitions, exhibit list, and required 

representations, as well as amendments 

to certain Securities Act rules that help 

to implement the proposal. These 

proposed amendments are discussed 

below. 

(a) Facing Sheet 

We are proposing amendments to 

include a new checkbox section on the 

facing sheet. Specifically, an issuer 

would be required to identify in this 

new section: (1) if it is a new registrant, 

defined as, as applicable, a registered 

separate account or insurance company 

that has not filed a Securities Act 

registration statement or amendment 

thereto within 3 years preceding this 

filing; 207 (2) if it is an emerging growth 

company (‘‘EGC’’), as defined by Rule 

12b–2 under the Exchange Act; (3) if it 

is an EGC, whether it has elected not to 

use the extended transition period for 

complying with any new or revised 

financial accounting standards provided 

pursuant to Section 7(a)(2)(B) of the 

Securities Act; and (4) if it is relying on 

an exemption from Exchange Act 

reporting requirements in reliance on 

rule 12h–7.208 These changes would 

help the Commission better understand 

the types of registration statements 

being filed on Form N–4 and, in the case 

of the EGC information, mirrors similar 

facing sheet requirements found in 

Form S–1. In addition, we are proposing 

amendments to the description of the 

types of entities that use Form N–4 to 

include insurance companies that offer 

index-linked options, either as standalone or combination products.209

(b) Definitions (General Instruction A) 

We are proposing amendments to 

General Instruction A to update the 


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210We are also proposing to amend Form N–4 

throughout to use the gender-neutral reference of 

‘‘investor’’ where appropriate. See, e.g., proposed 

Instruction 6 to Item 2 of Form N–4. 

211Because RILA returns may not be one for one 

with the index, we propose to indicate that positive 

or negative interest is only based ‘‘in part’’ on the 

index’s performance. 

212As proposed, ‘‘index’’ means any index, rate, 

or benchmark (such as a registered exchange-traded 

fund that tracks an index) used in the calculation 

of positive or negative interest credited to an indexlinked option. See proposed General Instruction A 

to Form N–4. 

213As proposed, ‘‘contract adjustment’’ means a 

positive or negative adjustment made to the value 

of the contract by the insurance company if 

amounts are withdrawn from an index-linked 

option or from the contract before the end of a 

specified period. This adjustment may be based on 

calculations using a predetermined formula, or a 

change in interest rates, or some other factor or 

benchmark. See id. 

214As proposed, ‘‘crediting period’’ means the 

period of time over which an index’s performance 

is measured, subject to applicable limits on index 

gains and losses, to determine the amount of 

positive or negative interest that will be credited to 

an index-linked option at the end of the period. 

215See, e.g., proposed Items 3, 7, 8, 24, 32, and 

34(a) of Form N–4; see also proposed definitions for 

‘‘class’’ (clarifying applies to all contracts) and 

‘‘platform charge’’ (clarifying only applies if there 

is a variable option). 

216See Item 11 of Form N–4. 

existing definitions in Form N–4, add 

new definitions to accommodate the 

inclusion of RILAs on Form N–4, and 

implement these proposed definitions 

throughout the form. However, unless 

otherwise stated, the proposed 

amendments to the definitions in 

General Instruction A would not alter 

the existing obligations under Form N– 

4 for current issuers on Form N–4. 

These changes should provide a 

standard set of definitions to convey 

form provisions in a consistent and 

efficient manner without the need for 

lengthy descriptions in each instance 

and clarify which form provisions apply 

to which categories of issuers and 

investment products.210

Specifically, we propose to add a new 

definition for ‘‘index-linked option.’’ 

The proposed definition covers RILAs 

and index-linked options offered in 

combination contracts, as an investment 

option offered under any contract, 

pursuant to which the value of the 

contract, either during an accumulation 

period or after annuitization, or both, 

will earn positive or negative interest 

based, in part, on the performance of a 

specified index.211 This is a functional 

definition focused on the key features of 

a RILA and would cover RILAs as 

defined in the RILA Act. We also 

propose to define ‘‘fixed option’’ as an 

investment option under the contract 

pursuant to which the value of the 

contract, either during an accumulation 

period or after annuitization, or both, 

will earn interest at a rate specified by 

the insurance company, subject to a 

minimum guaranteed rate under the 

contract. Further, we would change the 

existing definition of ‘‘variable annuity 

contract’’ to ‘‘variable option’’ and move 

the parts of that definition that refer to 

annuity contracts generally to a new 

definition for ‘‘contract.’’ In connection 

with the addition of other types of 

investment options on Form N–4, we 

are proposing to amend ‘‘portfolio 

company’’ to clarify that this term 

relates to the investment companies 

offered as investment options in 

contracts containing variable options. 

We also propose to add a new defined 

term ‘‘investment option’’ to refer 

collectively to any index-linked, 

variable, or fixed option. We propose to 

add these items to help clarify which 

provisions of amended Form N–4 apply 

to which types of annuities or 

investment options. 

Because an insurance company 

issuing a RILA is not acting as a 

depositor, we propose to change the 

definition of ‘‘depositor’’ to ‘‘insurance 

company.’’ The proposed definition 

refers to the insurance company that 

issues the contract, which company is 

subject to state supervision, and that the 

insurance company may also be the 

depositor or sponsor for a variable 

annuity separate account. We would 

also add a new definition of ‘‘registered 

separate account’’ defined as the 

separate account in which the contract 

participates with regard to any variable 

option offered under the contract, and 

refine the definition of ‘‘registrant’’ to 

mean either the registered separate 

account or insurance company, as 

applicable. These changes further help 

to clarify which provisions of the form 

apply to variable annuities and RILAs. 

We also propose to add definitions of 

‘‘index,’’ 212 ‘‘contract adjustment,’’ 213

and ‘‘crediting period’’ 214 to refer to 

these RILA-centric concepts in the form 

and, in the case of ‘‘contract 

adjustment’’ and ‘‘crediting period,’’ 

help clarify when the relevant 

disclosures would be required. Lastly, 

we propose to eliminate the currently 

defined term ‘‘investor account.’’ 

Insurance companies typically do not 

use this term in their disclosure, and the 

more generalized concept of contract 

value, which also is designed to address 

the value of an investor’s investment, is 

intended to convey the characteristics of 

the broader scope of annuities that 

insurance companies could register on 

Form N–4 under the proposal. 

We also are proposing related 

amendments throughout Form N–4 to 

help implement the proposed new 

definitions. For example, we are 

proposing to clarify the applicability of 

certain variable annuity or Investment 

Company Act-specific disclosure to 

limit those requirements to ‘‘registered 

separate accounts’’ or ‘‘variable options’’ 

when appropriate.215 As another 

example, the form requires disclosure of 

the procedures to purchase an annuity 

contract including certain particularized 

information.216 We would apply this 

provision generally to all annuities 

including RILAs, but are only requiring 

certain disclosures relating to the 

operation of accumulation units and 

sub-accounts to contracts with variable 

options as those elements are not 

utilized by RILAs. 

(c) Rules 405, 480, 481, 483, and 484 

We are proposing amendments to rule 

405 under the Securities Act to add the 

new defined terms ‘‘Form available 

solely to investment companies 

registered under the Investment 

Company Act of 1940’’ and ‘‘registered 

index-linked annuity’’ for purposes of 

Securities Act rules. 

Certain Securities Act rules apply 

only to registration statements that are 

prepared on a form available solely to a 

registered investment company or a 

business development company. These 

rules are 17 CFR 230.480 (‘‘rule 480’’), 

17 CFR 230.481 (‘‘rule 481’’), 17 CFR 

230.483 (‘‘rule 483’’), and 17 CFR 

230.484 (‘‘rule 484’’) under the 

Securities Act, and include forms such 

as Forms N–1A, N–2, N–3, N–4, N–5, 

and N–6. These rules prescribe 

requirements relating to: information 

given with the title of securities; 

information contained in registration 

statements; exhibits filed as part of the 

registration statement; and undertakings 

required with respect to requests for 

acceleration. 

By virtue of moving RILAs, which are 

not issued by a registered investment 

company, onto Form N–4, Form N–4 

would be outside the scope of this 

description absent the proposed 

amendments. As such, the proposed 

new defined term ‘‘form available solely 

to investment companies registered 

under the Investment Company Act of 

1940’’ would specify that these rules 

would continue to apply to registration 

statements filed on Form N–4. 

Specifically, we are proposing to amend 

rule 405 to state that ‘‘a form available 

solely to investment companies 

registered under the Investment 

Company Act of 1940’’ includes the 

form used to register the offering of 

securities of a registered index-linked 

annuity for purposes of the Securities 

Act of 1933. By operation of this new 


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217These rules currently apply to registration 

statements on Form N–4. Rule 480 prescribes 

requirements relating to information given with the 

title of securities. Rule 481 prescribes certain 

information to be required in the registration 

statement (e.g., certain legends to appear on the 

front and back cover pages of prospectuses). Rule 

483 prescribes certain requirements relating to 

exhibits filed as part of the registration statement. 

Rule 484 prescribes certain required undertakings 

with respect to requests for acceleration under 17 

CFR 230.461 when certain arrangements exist with 

respect to indemnification of specified persons 

against liability under the Securities Act. 

218See Public Law 117–328; 136 Stat. 4459 (Dec. 

29, 2022). 

219This is functionally the same as the 

requirement of the RILA Act that the RILA ‘‘be 

registered with the Commission in accordance with 

section 5 of the Securities Act of 1933.’’ See section 

101(a)(5) of Division AA, Title I of the Consolidated 

Appropriations Act, 2023. 

220See Public Law 117–328; 136 Stat. 4459 (Dec. 

29, 2022) (defining RILA as an annuity, among 

other things, the returns of which may be subject 

to a market value adjustment if amounts are 

withdrawn before the end of a period in which that 

market value adjustment is applied) (emphasis 

added). 

221See Item 16 of Form S–1; Item 16 of Form S– 

3; Item 601 of Regulation S–K. 

222The disclosure currently required in Item 34, 

the fee representation mandated of registered 

separate accounts under the Investment Company 

Act, would be retained as paragraph (a) of this item, 

limited in application to variable options, and the 

new undertakings added as new paragraph (b) and 

limited to index-linked options. See also 15 U.S.C. 

80a–26(f)(2)(A). We would also rename this item 

‘‘Fee Representation and Undertakings.’’ 

223See 17 CFR 229.601. 

224See 17 CFR 229.601; proposed Item 27 of Form 

N–4. 

225See 17 CFR 229.601; proposed Item 27 of Form 

N–4. For example, some items, like Item 601(b)(96) 

of Regulation S–K which requires a technical report 

summary to be filed as an exhibit to a registration 

statement on Form S–1 when a registrant discloses 

information concerning its mineral resources, are 

wholly inapplicable to RILAs. 

226See 17 CFR 229.601(b)(107). 

term, RILA registration statements on 

Form N–4 would be subject to rules 480, 

481, 483, and 484.217 We propose to 

subject RILA registration statements to 

these rules to help facilitate a consistent 

application of Form N–4 requirements. 

We are also proposing to add a 

definition of ‘‘registered index-linked 

annuity’’ to rule 405, which provides 

consistent definitions for select terms 

used throughout the Securities Act 

rules, to simplify references to RILAs in 

the proposed Securities Act rule 

amendments. Specifically, we would 

define ‘‘registered index-linked 

annuity’’ as an annuity or an option 

available under an annuity (1) that is 

deemed a security; (2) that is offered or 

sold in a registered offering; (3) that is 

issued by an insurance company that is 

the subject to the supervision of either 

the insurance commissioner or bank 

commissioner of any state or any agency 

or officer performing like functions as 

such commissioner; (4) that is not 

issued by an investment company; and 

(5) whose value, either during the 

accumulation period or after 

annuitization or both, will earn positive 

or negative interest based, in part, on 

the performance of any index, rate, or 

benchmark. 

Under the RILA Act, the term 

‘‘registered index-linked annuity’’ 

means an annuity (A) that is deemed to 

be a security, (B) that is registered with 

the Commission in accordance with 

section 5 of the Securities Act, (C) that 

is issued by an insurance company that 

is subject to the supervision of the 

insurance commissioner or bank 

commissioner of any State or any 

agency or officer performing like 

functions as such commission, (D) that 

is not issued by an investment 

company, and (E) the returns of which 

are based on the performance of a 

specified benchmark index or rate (or a 

registered exchange traded fund that 

seeks to track the performance of a 

specified benchmark index or rate) and 

may be subject to a market value 

adjustment if amounts are withdrawn 

before the end of the period during 

which that market value adjustment 

applies.218 The proposed definition in 

rule 405 differs in certain respects from 

this definition, but covers all offerings 

that would be included in the RILA 

Act’s definition. These differences are 

intended to simplify the definition and 

use terminology that is consistent with 

other rules under the Securities Act. For 

example, the proposed definition 

clarifies that the insurance company is 

registering the offering of a RILA, rather 

than the RILA itself, with the 

Commission.219 As another example, 

the proposed definition in rule 405 does 

not include a reference to a ‘‘market 

value adjustment,’’ as the RILA Act’s 

definition does, because the RILA Act 

did not require that feature as a 

predicate for being a ‘‘RILA.’’ 220 Since 

the presence of a market value 

adjustment does not factor into the 

assessment of whether a security is a 

RILA under the RILA Act’s definition, it 

is unnecessary to refer to this feature in 

the proposed definition in rule 405. The 

proposed definition, however, continues 

to encompass the full scope of the RILA 

Act’s definition. 

(d) Exhibits and Undertakings (Items 27 

and 34) 

As a function of moving RILAs onto 

Form N–4 and subjecting them to the 

requirements of rule 483, RILA issuers 

would be required to file various 

exhibits as part of a registration 

statement, similar to the requirements 

these issuers are subject to when 

registering RILA offerings on Forms S– 

1 and S–3 currently.221 Further, in 

addition to the requirements of rule 484, 

we are proposing to amend Item 34 of 

Form N–4 to include certain 

undertakings currently required of 

RILAs as part of their Form S–1 and S– 

3 registration statements.222

Item 27—Exhibits 

RILA issuers are currently subject to 

the integrated disclosure requirements 

of Regulation S–K when registering their 

offerings, which provide requirements 

for exhibits that must be filed as part of 

the registration statement.223

Conversely, issuers on Form N–4 are 

required to file the exhibits required by 

rule 483 and Item 27 of Form N–4. To 

provide consistent requirements for 

Form N–4 issuers, we are proposing 

amendments to require RILA issuers to 

adhere to the same requirements as 

current issuers on Form N–4. RILA 

issuers and current Form N–4 issuers 

are subject to somewhat different 

provisions for filing exhibits to a 

registration statement. However, there 

are significant similarities between the 

types of the exhibits that each type of 

issuer is required to file, and thus we 

generally are not proposing to change 

those requirements. RILA registration 

statements will therefore continue to 

include the types of exhibits currently 

included in their registration statements 

on Forms S–1 and S–3. For example, 

RILA issuers filing on Form N–4 would 

continue to be required to file such 

exhibits as the insurance company’s 

certificate of incorporation and by-laws, 

forms of contracts offered in connection 

with the registration statement, 

underwriting agreements, legal 

opinions, and other material contracts, 

as applicable.224

We are not, however, proposing to 

amend Item 27 of Form N–4 to include 

required exhibits under Regulation S–K 

that are generally not applicable to 

RILAs or would no longer be relevant in 

light of the proposed amendments.225

For example, RILA registration 

statements are currently required to 

include a filing fee exhibit. Under the 

proposed amendments, RILA issuers 

would no longer include registration fee 

payments as part a registration 

statement or post-effective amendment 

filing. Therefore, the proposed 

amendments to Item 27 of Form N–4 

omit this existing exhibit requirement 

for RILAs.226

We are, however, proposing to amend 

Form N–4’s required exhibits list to add 

new Item 27(p) for all issuers, which 

would require the filing of any power of 


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227RILA registration statements on Forms S–1 

and S–3 similarly include a power of attorney, 

when applicable, to be filed as part of the 

registrations statement. See 17 CFR 229.601(b)(24). 

See also supra section II.D (discussing the addition 

of a new exhibit relating to changes in accountants). 

228See rule 415(a)(3) and 17 CFR 229.512(a). 

Under the proposed amendments, RILAs would be 

exempt from the conditions of rule 415, including 

furnishing the required undertakings pursuant to 

Item 512(a) of Regulation S–K. See infra footnote 

331. For example, RILA registration statements 

would no longer be required to include a statement 

that the issuer undertakes to file a post-effective 

amendment to reflect in the prospectus any facts or 

events arising after the effective date of the 

registration statement (or the most recent posteffective amendment thereof) which, individually 

or in the aggregate, represent a fundamental change 

in the information set forth in the registration 

statement. We preliminarily believe this 

requirement is not necessary for RILA registration 

statements on Form N–4 in light of the other 

amendments we are making to the prospectus and 

registration statement filing process for RILAs. See 

infra section II.E (discussing proposed amendments 

to rules 485 and 497 under the Securities Act). 

229See Section 24(e) of the Investment Company 

Act [15 U.S.C. 80a–24(e)]. Section 24(e) generally 

requires a registered separate account to amend its 

registration statement annually to update its 

prospectus for the purposes of section 10(a)(3). 

Section 24(e) also provides that, for the purposes of 

liability under Securities Act, the effective date of 

the latest amendment is deemed to be the effective 

date of the registration statement with respect to 

securities sold after the effectiveness of amendment. 

230See 17 CFR 229.512(a). 

231See 17 CFR 229.512(a)(3). 

attorney included pursuant to rule 

483(b).227 While this exhibit is already 

required to be filed with a Form N–4 

registration statement under rule 483(b), 

practices differ in regards to the 

placement of a required power of 

attorney exhibit within the exhibit list. 

This amendment is designed to assist 

the public in comparing these exhibits 

by standardizing their location in the 

registration statement. In addition, we 

are proposing conforming changes in 

Item 27 to reflect the proposed 

amendments to the definitions in Form 

N–4. 

Item 34—Fee Representation and 

Undertakings 

We are also proposing amendments to 

Item 34 of Form N–4 to require RILA 

issuers to include specific undertakings 

in their registration statements on Form 

N–4. Under the proposed amendments, 

a RILA issuer would be required to 

furnish two undertakings as part of the 

registration statement on Form N–4. 

These undertakings are (1) to file, 

during any period in which offers or 

sales are being made, through a posteffective amendment to its registration 

statement, any prospectus required by 

section 10(a)(3) of the Securities Act and 

(2) that, for the purposes of determining 

liability under the Securities Act, each 

post-effective amendment shall be 

deemed to be a new registration 

statement relating to the securities 

offered therein, and the offering of such 

securities at that time shall be deemed 

to be the initial bona fide offering 

thereof. These proposed undertakings 

are the same as two undertakings RILA 

issuers currently provide in registration 

statements,228 and mirror the effect of 

similar provisions of section 24(e) of the 

Investment Company Act, which 

applies to amendments to Form N–4 

registration statements by registered 

separate accounts.229 We are proposing 

that RILA issuers continue to furnish 

these representations concerning posteffective amendments to a registration 

statement as, under the proposed 

amendments, RILAs may be 

continuously offered on a registration 

statement for an indefinite amount of 

time. In that time, a RILA registration 

statement may be subject to a number of 

various post-effective amendments. 

Conversely, the proposed amendments 

do not include other undertakings 

which may be currently required in 

RILA registration statements. These 

undertakings relate to the process for 

conducting continuous offerings under 

rule 415, which RILAs will no longer be 

subject to under the proposed 

amendments. In addition, we are not 

including other undertakings that are 

unnecessary in light of the proposed 

amendments as a whole.230 For 

example, RILA issuers currently are 

required to include an undertaking to 

remove from registration any of the 

securities being registered that remain 

unsold at the termination of an offering 

through a post-effective amendment.231

However, under the proposed 

amendments, RILA issuers will be 

registering an indeterminate amount of 

securities and paying registration fee 

payments in arrears on amended Form 

24F–2 for the life of an offering. Under 

this approach, a RILA issuer would only 

pay registration fees on the exact 

amount of net issuance of securities 

relating to an offering and therefore, it 

is unnecessary to additionally require 

an undertaking that relates to a surplus 

registration of securities during an 

offering. 

(e) Request for Comment 

We request comment on these 

proposed amendments. 

78. Are the instructions for the 

proposed new section on the facing 

sheet appropriate? Should there be 

additional or different options for the 

proposed new section on the facing 

sheet? 

79. Are the definitions in Part A of the 

General Instructions of Form N–4 

appropriate? If not, which definitions 

require additional clarity or 

modifications? For example, do 

commenters believe it is appropriate to 

use the collective term ‘‘registrant’’ to 

include insurance companies that may 

not be registered entities under the 

Securities Act? Do the definitions 

effectively convey which provisions 

apply to which type of annuity contract? 

80. Do commenters agree with the 

statement that ‘‘investor account’’ is not 

generally used in insurance company 

disclosures to investors relating to 

annuity contracts? 

81. Did we appropriately scope those 

provisions that practically only apply to 

variable options to those types of 

investment options? Are there any other 

disclosures we should limit to variable 

options? Conversely, are there 

provisions we limited to variable 

options that we should also apply to 

index-linked options? 

82. Should we add any additional 

definitions to Part A of the General 

Instructions to Form N–4? Should we 

retain the term ‘‘investor account’’? 

83. Is the definition of ‘‘Index-Linked 

Option’’ appropriate? Should we revise 

the definition in any way? Does this 

definition encompass all potential 

RILAs and index-linked options offered 

in combination contracts as proposed as 

required by the RILA Act? 

84. Do commenters agree that the 

proposed definition of ‘‘registered 

index-linked annuity’’ in rule 405 is 

appropriate? Do commenters agree that 

the proposed definition is inclusive of 

the types of RILAs encompassed in the 

definition of ‘‘registered index-linked 

annuity’’ in the RILA Act? 

85. Do commenters agree that with the 

proposed definition of ‘‘Form available 

solely to investment companies 

registered under the Investment 

Company Act of 1940?’’ Do commenters 

think this may cause confusion as RILA 

issuers are not investment companies 

registered under the Investment 

Company Act? 

86. Should we require RILA issuers to 

adhere to rules 480, 481, 483, and 484 

when registering RILAs on Form N–4? 

87. Do commenters agree that the 

Exhibit List for proposed Form N–4 

encompasses the types of exhibits that 

RILA issuers currently include in 

registration statements and is 

appropriate for RILAs? If not, what 

exhibit requirements should govern 

RILAs registered on Form N–4? Are 

there additional exhibits that RILA 

issuers should be required to file as part 

of their registration statements on Form 

N–4? Are there any exhibits that the 

integrated disclosure requirements of 

Regulation S–K currently include that 

we should require on Form N–4? 


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232As noted above, some of these items would be 

amended to account for changes in defined terms 

and to use gender-neutral terminology. See supra 

section II.B.7. 

233See supra section II.B.7(b) (discussing 

proposed amendments to the definitions used in the 

form). 

234The items described in this section can 

generally be found in proposed General Instruction 

C of Form N–4. See also supra section II.B. [Other 

Amendments] (discussing definitional updates). 

EDGAR permits registrants to file required financial 

statements separately under a specific submission 

type. Thus, registrants may incorporate by reference 

into their post-effective amendment and other 

filings the financial statements filed under this 

EDGAR submission type. See VASP Adopting 

Release at n.592. 

235We are also proposing to correct a 

typographical error in General Instruction B.2(b) 

regarding items that can be omitted for registration 

statements or amendments filed only under the 

Investment Company Act. Currently, the 

instructions state that issuers can omit from Part C 

Items 26(c), (k), (l), and (m), but those items do not 

exist in the form and Item 26 (Financial Statements) 

is in the SAI, not Part C. This is supposed to refer 

to Item 27 (Exhibits), which do exist, are in Part C, 

and are more Securities Act in nature. This 

instruction would be updated to refer instead to 

Item 27 as a result. 

236See proposed General Instructions C.1.(a) and 

(c) to Form N–4. This specific text is not intended 

to discourage use of a formula, but rather, to clarify 

that if a formula is used in connection with a term 

or feature, investors are first provided appropriate 

plain English disclosure regarding the operation of 

the term or feature. See VASP Adopting Release at 

n.591. 

237See proposed General Instruction C.3.(c) to 

Form N–4. As discussed above, we are proposing 

to require Q&A formatted responses to the Key 

Information Table. See supra section II.B.2. 

238See proposed General Instruction C.3.(b) to 

Form N–4. 

239See proposed General Instruction C.3.(b) to 

Form N–4. 

240See proposed General Instruction C.3.(g) to 

Form N–4. 

241See proposed General Instruction C.3.(d) to 

Form N–4. 

242Registrants are also permitted to define 

terminology only used in one section in such 

section. 

243See proposed General Instruction C.3.(e) to 

Form N–4. The instructions state that ‘‘essentially 

identical’’ is a facts and circumstances-based 

determination but that contracts that differ in 

providing optional benefits or being group or 

individual contracts are not essentially identical 

whereas variances due only to State regulatory 

requirements would be. 

244See proposed General Instruction C.3.(f) to 

Form N–4; 17 CFR 230.423. 

245See proposed General Instruction C.3.(i) to 

Form N–4. 

246Proposed General Instruction D of Form N–4. 

88. Is it appropriate to require RILA 

issuers to furnish the undertakings in 

Item 34 of proposed Form N–4? Are 

there different or additional 

undertakings that should be required for 

these issuers? 

8. Remaining Form N–4 Items 

We propose to make applicable to 

RILAs the remaining requirements and 

disclosure items on the existing Form 

N–4 discussed below, which we do not 

propose to substantively change.232 The 

general instructions to the proposed 

form include both organizational 

requirements along with substantive 

requirements for the preparation of the 

registration statement, including 

instructions relating to the organization, 

presentation, and prospectuses 

permitted to be included in a 

registration statement. The remaining 

disclosure items principally provide 

investors with information about the 

annuity contract and how it operates. In 

addition, these items provide basic 

information about the insurance 

company or the securities offering itself, 

consistent with some of the disclosures 

provided currently in Forms S–1 or S– 

3. 

(a) General Instructions 

RILAs offerings registered on Form N– 

4 will need to comply with the general 

instructions of that form. These general 

instructions are structured to include 

four parts: (A) Definitions; 233 (B) Filing 

and Use of Form; (C) Preparation of the 

Registration Statement; and (D) 

Incorporation by Reference.234 This 

would result in a number of substantive 

outcomes for those issuers.235

Specifically: 

• Plain English. The instructions 

provide a number of points to issuers on 

how best to promote effective 

communication between issuers and 

prospective investors. For example, 

issuers are directed to use document 

design techniques that promote effective 

communication and to respond to the 

items in the form as simply and directly 

as reasonably possible and avoid the use 

of formulas as the primary means of 

communicating certain terms or features 

of a contract.236 Issuers are also 

encouraged to use, as appropriate, Q&A 

formats beyond the KIT, tables, and 

other presentation methods in the form 

generally.237

• Organization. Issuers are directed to 

organize information in the prospectus 

and SAI to make it easy for investors to 

understand, with some limitations on 

the order of presentation.238

• Other Information. Issuers are 

permitted to include (other than in 

Items 2 or 3) information in the 

prospectus or SAI not otherwise 

required as long as the additional 

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.239 In 

similar circumstances, issuers may 

include sales literature in the 

prospectus.240

• Terminology. Issuers are required to 

define special terms used in the 

prospectus in any presentation that 

clearly conveys meaning to investors.241

Only these special terms must be 

defined or listed in any glossary or list 

of definitions elected to be used.242

Registrants are not required to use the 

same terminology as that used in the 

form as long as the registrant clearly 

conveys the meaning of, or provides 

comparable information as, the form’s 

terminology. 

• Multiple Contracts. Issuers are 

permitted to describe multiple contracts 

that are essentially identical in a single 

prospectus, and the instructions discuss 

the presentation of information 

regarding multiple contracts in these 

circumstances.243 Further, issuers are 

permitted to combine multiple 

prospectuses into a single registration 

statement where the contracts are 

substantially similar. 

• Timing. The instructions state that, 

consistent with Securities Act rules, in 

most circumstances prospectuses and 

SAIs used after the effective date of the 

registration statement shall be dated 

approximately as of such effective date, 

but that a revised or amended 

prospectus or SAI used thereafter need 

only bear the approximate date of its 

issuance. Each supplement to the 

prospectus or SAI shall be dated 

separately the approximate date of its 

first use.244

• Provision of Websites. Any websites 

included in an electronic version of the 

prospectus must include active 

hyperlinks or other means of facilitating 

access that leads directly to the relevant 

website address, though this 

requirement does not apply to a 

prospectus filed on EDGAR.245

• Incorporation by Reference. In 

addition to the general requirements of 

the Commission rules on incorporation 

by reference, issuers are not permitted 

to incorporate by reference information 

required to be in the prospectus unless 

otherwise permitted by the form, but 

may incorporate by reference the SAI 

into the prospectus without delivering 

the SAI and incorporate by reference 

information required to be included in 

the SAI or Part C.246

Collectively, these general 

instructions are designed to require 

clear disclosure to investors about the 

variable annuity contracts currently 

registered on the form and to make clear 

how issuers must prepare and file their 

registration statements. Requiring RILA 

issuers to prepare their registration 

statements in accordance with these 

instructions would likewise facilitate 

the provision of clear disclosure to 


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investors and provide clear direction to 

these issuers on how to prepare and file 

their registration statements. Further, 

applying these requirements to RILAs as 

proposed would help ensure the 

comparability of different annuity 

offerings, for example, by ensuring that 

the filings are held to the same plain 

English, multiple contract disclosure, 

timing, website, and incorporation by 

reference standards. 

(b) Contract Disclosures 

The table below summarizes 

disclosures in the existing Form N–4 

about the annuity contract, how it 

operates, and how it is serviced by the 

insurance company, that we propose 

making applicable to RILA issuers 

without substantive change. 

TABLE 4—CONTRACT DISCLOSURES

Item Description 

Prospectus (Part A) 

General Description of the Contracts (Item 8) ... A general description of the contract, including disclosure of the parties’ material rights under 

the contract; relevant contract provisions and limitations; contract obligations funded by the 

insurance company’s general account; class of purchasers, and material changes that can 

be made to the contract by the insurance company. 

Annuity Period (Item 9) ....................................... A description of the annuity options available, including a discussion of material factors that 

determine the benefits; annuity commencement date; frequency and duration of annuity payments; the effect of assumed investment return; any minimum amount necessary for an annuity option and the consequences of an insufficient amount; rights to change annuity options; and, if applicable, a disclosure that the investor will be unable to withdraw any contract value amounts after the annuity commencement date. 

Benefits Available Under the Contract (Item 10) A tabular summary overview of the benefits available under the contract (e.g., standard or optional death benefits, standard or optional living benefits, etc.), briefly discussing, among 

other things: whether the benefit is optional; current and maximum fees associated with the 

benefit; how the benefit amount is calculated; and any associated restrictions or limitations. 

Purchases and Contract Value (Item 11) ........... A description of the procedures for purchasing a contract, including concise explanations of 

minimum initial and subsequent purchase payment required, when these payments are 

credited, and how they are allocated to investment options. Also an identification of the principal underwriters (other than the insurance company) of the contracts and other information 

about that underwriter such as any affiliations. 

Surrenders and Withdrawals (Item 12) .............. A description of how surrenders and withdrawals can be made from a contract, including limits 

on the ability to surrender, how proceeds are calculated, and when surrenders and withdrawals are payable. Issuers must also describe potential effect of surrenders and withdrawals, including how they could affect a contract’s value or benefits, and whether any 

charges or contract adjustments will apply. Issuers should also describe any involuntary redemption provisions and any revocation rights, disclosing the calculation methodology and 

any associated limitations to investment options. 

Loans (Item 13) .................................................. A description of the loan provisions of the contract, including, for example, loan availability and 

related restrictions, interest mechanics, the effect of a loan on the contract’s value and 

death benefit, other effects that a loan could have on a contract; and loan procedures. 

Taxes (Item 14) .................................................. A description of the material tax consequences to the investor and beneficiary of buying, holding, exchanging, or exercising rights under the contract. The description should include a 

discussion of the taxation of annuity payments, death benefit proceeds, periodic and nonperiodic withdrawals, loans, and any other distribution that may be received under the contact, as well as the tax benefits accorded the contract and other material tax consequences. 

Issuers must identify the types of qualified plans for which the contracts are intended to be 

used and describe any effect of taxation on the determination of contract values. 

Statement of Additional Information (Part B) 

Cover Page and Table of Contents (Item 18) .... A statement of the name of the insurance company, the contract, and related class or classes. 

This item also requires a table of contents, a statement that the SAI is not a prospectus, information about how to obtain the prospectus, and a discussion of information the SAI incorporates by reference. 

Non-principal Risks of Investing in the Contract 

(Item 20).

A summary of the non-principal risks of purchasing a contract not otherwise disclosed in the 

prospectus. 

Services (Item 21) .............................................. Information on services provided to the registrant in connection with the contract. If not disclosed elsewhere, this requires a summary of the substantive provisions of certain management-related service contracts. The registrant must also provide the name and address of its 

independent public accountant. Where affiliates of the insurance company act as agents for 

the registrant in connection with the contract, issuers are required to provide specific information about the services performed and remuneration paid for the services. Issuers must 

also disclose if the insurance company is the principal underwriter of the contract. 

Annuity Payments (Item 25) ............................... A description of the method for determining the amount of annuity payments if not described in 

the prospectus and how any change in the amount of a payment after the first payment is 

determined. 

Other Information (Part C) 

Management Services (Item 33) ........................ A summary of the substantive provisions of any management-related service contracts not discussed in Parts A or B, including the last three years’ payment history. 


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247See Registration Forms for Insurance Company 

Separate Accounts That Offer Variable Annuity 

Contracts, Investment Company Act Release No. 

14575 (June 24, 1985) [50 FR 26145 (June 25, 1985)] 

(‘‘Forms N–3 and N–4 Adopting Release’’). 

248See VASP Adopting Release at n.26 and 

accompanying text. 

249See Forms N–3 and N–4 Adopting Release. 

These requirements apply to existing 

Form N–4 issuers because these 

disclosures provide investors in these 

products with a concise presentation of 

material information about the annuity 

contract they would be purchasing, as 

well as other information that provides 

necessary context about the contracts 

such as management service 

disclosures.247 Because disclosure of 

this information is equally fundamental 

to the ability of investors to make 

informed investment decisions about 

RILA contracts, we are proposing to 

apply these requirements to RILAs. For 

example, existing Form N–4 issuers are 

required to summarize standard and 

optional benefits available to the 

investor under the contract because 

these benefits are primary features of 

variable contracts and are also often key 

differentiators between competing 

products.248 Insurance companies also 

offer these benefits in connection with 

RILAs. 

(c) Issuer and Offering Disclosures 

In addition to disclosures about the 

contract, the proposed amendments to 

Form N–4 would require that RILA 

issuers make certain disclosures relating 

to the issuer and offering consistent 

with the form’s current requirements. 

The table below summarizes these 

items, omitting items in Form N–4 that, 

by their terms, would not apply to 

RILAs. 

TABLE 5—ISSUER AND OFFERING DISCLOSURES

Item Description Similar form S–1 

disclosure 

Prospectus (Part A) 

Legal Proceedings (Item 15) ........... A description of material pending legal proceedings to which the registered separate account, the principal underwriter, or the insurance company is a party, including similar information regarding 

any proceedings instituted or known to be contemplated by a governmental authority.

Item 11(c) (legal proceedings). 

Statement of Additional Information (Part B) 

General Information and History 

(Item 19).

Basic information regarding the background and organization of the 

insurance company, including the jurisdiction in which it is organized and a description of its business.

Item 11(a) (description of business). 

Underwriters (Item 23) .................... Identification of the principal underwriters (other than the insurance 

company), and for affiliated underwriters, a description of the nature of the affiliation. For each principal underwriter distributing the 

registrants’ contracts, the insurance company must provide information about the offering and related commissions. If the registrant 

made payments to an underwriter of or dealer in the contracts during its last fiscal year over a threshold amount, the registrant must 

disclose certain information about those payments.

Item 8 (plan of distribution). 

Other Information (Part C) 

Directors and Officers of the Insurance Company (Item 28).A statement of the name, principal business address, position, and 

office held for each director or officer of the insurance company.

Item 11(k) (directors and executive 

officers). 

Persons Controlled by or Under 

Common Control with the Insurance Company or the Registrant 

(Item 29).

Disclosure of persons directly or indirectly controlled by or under 

common control with the registrant or the sponsoring insurance 

company.

Item 11(k) (directors and executive 

officers). 

Indemnification (Item 30) ................ Information about the effect of relevant indemnification agreements, 

arrangements, or statutory provisions through which underwriters 

or affiliates are insured or indemnified against any liability incurred 

in their official capacity.

Item 14 (indemnification of directors and officers). 

Principal Underwriters (Item 31) ..... A statement of investment companies, other than any registered separate account related to the filing, each principal underwriter is also 

acting as a principal underwriter. More detailed information about 

principal underwriters identified in Item 23, such as recent information about commissions and other compensation received from the 

registrant by each principal underwriter.

Item 8 (plan of distribution). 

Information about the issuer and the 

offering process are relevant when 

purchasing an annuity contract, 

including in the context of a RILA.249

These items, which largely correspond 

to items currently required to be 

disclosed by RILAs on Forms S–1 and 

S–3 as detailed in the table above, 

provide the appropriate amount of 

information about the issuing insurance 

company and the offering of securities 

in a way tailored to annuity contract 

investors. For example, because an 

investor’s rights under RILAs are 

dependent on the insurance company’s 

claim-paying ability, RILA purchasers 

also share an interest in disclosures of 

material pending legal proceedings 

involving the insurance company or 

related parties. On the other hand, 

where Form S–1 disclosures have less 

relevance to RILAs, we have not 

included those disclosures in proposed 

Form N–4. 


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250See OIAD Report at Section 7, Conclusions, 

Summary of Findings. 

251See Instruction C.1.b of Form N–4. 

252This proposed tagging requirements would be 

implemented by amending General Instruction 

C.3(h) of Form N–4, and by revising rule 405(b) of 

Regulation S–T to include the proposed RILAspecific disclosures. Pursuant to rule 301 of 

Regulation S–T, the EDGAR Filer Manual is 

incorporated by reference into the Commission’s 

rules. In conjunction with the EDGAR Filer Manual, 

Regulation S–T governs the electronic submission 

of documents filed with the Commission. Rule 405 

of Regulation S–T specifically governs the scope 

and manner of disclosure tagging requirements for 

operating companies and investment companies, 

including the requirement in rule 405(a)(3) to use 

Inline XBRL as the specific structured data language 

to use for tagging the disclosures. 

253See proposed General Instruction C.3(h) of 

Form N–4; see also proposed Items 2(b)(2), 2(d), 

6(d), 7(e), 26(c), and 31A. 

254See proposed General Instruction C.3(h) of 

Form N–4; see also proposed Item 6(e). 

255See proposed General Instruction C.3(h) of 

Form N–4; see also proposed Items 6(a) 

(instruction) and 6(c)(1). 

256See rule 405(b) of Regulation S–T; proposed 

General Instruction C.3(h) of Form N–4; see also 

proposed Items 3, 4, 5, 10, and 17. 

257See VASP Adopting Release at paragraph 

accompanying n.904. 

258See General Instruction C.3(h) of current Form 

N–4; see also Interactive Data to Improve Financial 

Reporting, Release No. 33–9002 (Jan. 30, 2009) [74 

FR 6776], as corrected by Release No. 33–9002A 

(Apr. 1, 2009) [74 FR 15666] (requiring operating 

companies to submit financial statements 

accompanying their registration statements and 

periodic and current reports in XBRL). 

(d) Request for Comment 

We request comment on our proposed 

application of these requirements and 

disclosures to RILAs. 

89. Is it appropriate to require RILA 

issuers to meet these general 

instructions of the form? Should we 

tailor any particular provision to 

account for the differences between 

RILAs and the variable annuities that 

currently use the form? For example, is 

there any reason to treat RILAs different 

for purposes of the ‘‘essentially 

identical’’ test? 

90. The investor testing results 

suggested that investors had significant 

difficulty in understanding certain 

terminology used in connection with 

RILAs, in particular the words ‘‘term’’ 

and ‘‘investment term.’’ 250 Should we, 

as a result, change any instruction to aid 

in investor understanding? For example, 

the form currently provides that the 

prospectus disclosure requirements in 

Form N–4 are intended to elicit 

information for an average or typical 

investor who may not be sophisticated 

in legal or financial matters.251 In light 

of this feedback in investor testing, 

should we amend this instruction or 

otherwise provide that insurance 

companies should not use ‘‘term,’’ 

‘‘investment term,’’ or other terminology 

that investors found confusing? 

Regardless of whether insurance 

companies use ‘‘investment term’’ or 

different terminology, in the glossary 

definition of the ‘‘investment term’’ (or 

another term to describe that concept) 

should insurance companies be required 

to specifically disclose to investors that 

the ‘‘investment term’’ is not the same 

as the life of the contract? As another 

example, should we require, rather than 

permit, the use of a glossary or list of 

definitions for the entirety of the form 

so that investors have one place to look 

to understand a particular term? Should 

we clarify what terms are ‘‘special 

terms’’? What terminology in particular 

should be considered a special term in 

the RILA context? 

91. Should we define certain key 

terms that insurance companies must 

use in their registration statement to 

help to mitigate investor confusion and 

help investors compare one RILA to 

another? Which key terms should we 

address and how should they be 

defined? 

92. Is it appropriate, as proposed, to 

apply these exiting Form N–4 disclosure 

requirements to RILA issuers? Are any 

of these disclosure items inappropriate 

for including in a RILA registration? 

93. Are there other details about the 

RILA contract, not otherwise addressed 

above, that we should require be 

disclosed on amended Form N–4? Are 

there details regarding the issuer or 

offering that we should require? 

94. Certain of these disclosures are 

repeated throughout the registration 

statement. For example, similar 

disclosures regarding principal 

underwriters are contained in the 

prospectus (Item 11) and SAI (Item 23). 

Should we limit these items to a 

particular location in the registration 

statement? 

95. Under the proposal, certain 

information that RILA issuers currently 

provide on Forms S–1 and S–3 would 

still be required by Form N–4, but 

would be placed in the SAI rather than 

the prospectus. Should any of the 

information we propose to require in the 

SAI instead be provided in the 

prospectus? 

96. Are these items properly ordered? 

Should we move any of these items to 

greater prominence or move items from 

the prospectus, SAI, or Part C to another 

part of the registration statement? 

9. Inline XBRL 

We are proposing to require RILA 

issuers to tag certain of the information 

they would disclose in their 

prospectuses and SAIs in a structured, 

machine-readable data language. 

Specifically, we are proposing to require 

RILA issuers to tag the required 

information in Inline XBRL in 

accordance with Rule 405 of Regulation 

S–T (17 CFR 232.405) and the EDGAR 

Filer Manual.252 The proposed 

requirements for RILA issuers would 

include tagging of the overview and 

more in-depth descriptions of indexlinked options and contract adjustments 

that RILA issuers would have to include 

in their prospectuses under the 

proposal, the proposed disclosure of 

census-type information regarding 

contracts with index-linked options, 

and information disclosed about 

changes in and disagreements with 

accountants.253 RILA issuers, in 

addition to variable contracts issuers 

whose contracts offer fixed options, 

would have to tag the proposed 

descriptions of fixed options available 

under the contract.254 Form N–4 filers 

also would have to tag the proposed 

new disclosures indicating that the 

insurance company is relying on the 

exemption provided by rule 12h–7, and 

variable contract issuers would have to 

tag the proposed new statement relating 

to the risks of variable options.255

In addition, RILA issuers would have 

to tag those prospectus disclosures that 

Form N–4 currently requires to be 

tagged.256 These include the following 

disclosure items: the Key Information 

Table, Fee Table, Principal Risks of 

Investing in the Contract, Other Benefits 

Available Under the Contract, and 

Investment Options Available Under the 

Contract in the statutory prospectus. 

The proposed Inline XBRL 

requirements, like the current Inline 

XBRL requirements for Form N–4 

issuers, would only apply to contracts 

being sold to new investors. The result 

of this proposed approach would be that 

prospectus disclosure for contracts that 

are no longer being sold to new 

investors would not need to be tagged, 

as we believe tagging this disclosure 

would have less utility for current 

investors and other market 

participants.257 Issuers of variable 

annuities registered on Form N–4 are 

currently required to tag certain 

registration statement disclosure items 

using Inline XBRL.258 These items are 

those that would be most suited to being 

tagged in a structured format and be of 

greatest utility for investors and other 

data users that seek structured data to 

analyze and compare RILA contracts. 

This rationale is the same as that which 

the Commission articulated in originally 

adopting these tagging requirements in 


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259See VASP Adopting Release at section II.E. 

260See supra footnotes 253–255. These primarily 

include the proposed new disclosure items that are 

specific to RILAs, as opposed to extant Form N–4 

disclosure items to which we are proposing 

incremental amendments to address RILAs along 

with variable annuities. 

261See supra section II.B.I.A.6; see also Item F.14 

of Form N–CEN. 

262See proposed General Instruction C.3(h)(i)(B) 

of Form N–4. This instruction relates to posteffective amendments filed pursuant to paragraph 

(b)(1)(i), (ii), (v), (vi), or (vii) of rule 485. 263See proposed General Instruction C.3(h)(i)(A) 

of Form N–4. This instruction relates to initial 

registration statements and post-effective 

amendments other than those filed pursuant to 

paragraph (b)(1)(i), (ii), (v), (vi), or (vii) of rule 485. 264See proposed General Instruction C.3(h)(ii) of 

Form N–4. 265See rule 201 Regulation S–T (temporary 

hardship exemption) and rule 202 of Regulation S– 

T (continuing hardship exemption). 

266Section 5(b)(2) of the Securities Act makes it 

unlawful to carry or cause to be carried a security 

for purposes of sale or for delivery after sale ‘‘unless 

accompanied or preceded’’ by a prospectus that 

meets the requirements of section 10(a) of the Act. 

See section 10(a) of the Securities Act (generally 

requiring a prospectus relating to a security to 

contain the information contained in the 

registration statement). For purposes of this release, 

a prospectus meeting the requirements of a section 

10(a) prospectus is referred to as a ‘‘statutory 

the context of variable annuity 

disclosure.259

In addition to these existing items, 

requiring Inline XBRL tagging of the 

new disclosure requirements we are 

proposing to include in Form N–4 

would benefit investors, other market 

participants, and the Commission by 

making the disclosures more readily 

available and easily accessible for 

aggregation, comparison, filtering, and 

other analysis.260 We chose these 

particular items in the form to 

structure—including those that issuers 

of variable annuities would newly have 

to structure—because we believe that 

they are the most salient to investors 

and benefit most from being structured. 

We believe that tagging this disclosure, 

along with the requirement for RILA 

issuers to tag the same other disclosure 

items that are currently tagged, would 

result in information being tagged that 

would best permit investors and other 

data users to analyze and compare 

RILAs. For example, this would enable 

automated extraction and analysis of 

descriptions of index-linked options 

available under the contract, 

information regarding the features of 

each currently offered index-linked 

option, and information regarding 

contract adjustments. This would allow 

investors and other market participants 

more efficiently to perform large-scale 

analysis and comparison across RILAs 

(including the index-linked options that 

different RILAs offer) and time periods. 

Similarly, the requirement to tag 

information about fixed options will 

permit the same type of analysis with 

respect to these investment options— 

including comparing fixed options 

across contracts, as well as index-linked 

options, variable options, and fixed 

options offered under the same contract. 

As another example, census-type 

information about variable annuity 

contracts, which is parallel to the SAI 

disclosure we propose to require for 

contracts with index-linked options, is 

currently reported in structured data 

format.261 Requiring census-type 

information about contracts with indexlinked options to be tagged in Inline 

XBRL would help the Commission and 

staff identify trends in insurance 

companies’ offerings of the contracts, 

similar to the tools the Commission and 

staff currently have to identify trends in 

the offering of variable annuity 

contracts. An Inline XBRL requirement 

also would facilitate other analytical 

benefits, such as more easily extracting 

and searching disclosures about 

annuities, and automatically comparing 

these disclosures against prior periods. 

We are proposing to require RILA 

issuers to submit Interactive Data Files 

as follows, consistent with the approach 

for issuers of variable annuities 

registered on Form N–4: 

• For most post-effective 

amendments, Interactive Data Files 

would have to be filed either 

concurrently with the filing, or in a 

subsequent amendment that is filed on 

or before the date that the post-effective 

amendment that contains the related 

information becomes effective; 262

• For initial registration statements 

(and post-effective amendments other 

than as described in the bullet 

immediately above), Interactive Data 

Files would have to be filed in a 

subsequent amendment on or before the 

date the registration statement or posteffective amendment that contains the 

related information becomes 

effective; 263 and 

• For any form of prospectus filed 

pursuant to rule 497(c) or (e), Interactive 

Data Files would have to be submitted 

concurrently with the filing.264

We anticipate that this approach 

would facilitate the timely availability 

of important information in a structured 

format for investors, investment 

professionals, and other data users 

yielding substantial benefits. For data 

aggregators responding to investor 

demand for the data, the availability of 

the required disclosures in the Inline 

XBRL format concurrent with filing or 

before the date of effectiveness would 

allow them to quickly process and share 

the data and related analysis with 

investors. 

Like other issuers, RILA issuers could 

request temporary and continuing 

hardship exemptions for the inability to 

timely file electronically the Interactive 

Data File.265

Request for Comments 

We request comment generally on the 

proposed amendments to require the 

use of Inline XBRL, and specifically on 

the following issues: 

97. Should we adopt rules that make 

the submission of structured data in the 

Inline XBRL format mandatory for RILA 

issuers? 

98. Is it appropriate that RILA issuers 

would have to tag the same disclosure 

items that variable annuity issuers tag? 

Why or why not? If RILA issuers were 

to be required to tag other disclosure 

items that are also applicable to variable 

annuities, should variable annuity 

issuers also be required to tag these 

same items? 

99. Is it appropriate that all Form N– 

4 filers would have to tag certain of the 

new disclosure items that we are 

proposing to add to Form N–4, in 

particular, proposed Items 2(b)(2), 2(d), 

6(a) (instruction), 6(c)(1), 6(d), 6(e), 7(e), 

26(c), and 31A of Form N–4? Should 

insurance companies not be required to 

tag any of these items, and if so, why 

not? Are there other proposed 

disclosure items that we should also 

require insurance companies to tag? If 

so, why? 

100. Is it appropriate that the 

approach for RILA issuers to submit 

Interactive Data Files be consistent with 

the current approach for issuers of 

variable annuities registered on Form 

N–4, as proposed? If not, what 

alternative approach would be more 

appropriate and why? Is it appropriate 

that, like variable annuities registered 

on Form N–4, the proposed Inline XBRL 

requirements for RILA issuers would 

apply only to contracts being sold to 

new investors? Do commenters agree 

that tagging the prospectus disclosure 

would have less utility for current 

investors and other market participants? 

101. Are any other amendments 

necessary or appropriate to require the 

submission of the proposed required 

information in Inline XBRL? If so, what 

are they? 

C. Option To Use a Summary 

Prospectus 

We are proposing to amend rule 498A 

to permit RILA issuers, as well as 

issuers of ‘‘combination contracts’’ 

offering a combination of index-linked 

options and variable options, to use a 

summary prospectus to satisfy statutory 

prospectus delivery obligations.266


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prospectus.’’ For purposes of this section, we refer 

to RILA contracts and combination contracts 

together as ‘‘RILA contracts.’’ 

267To further effectuate the changes being 

proposed, we propose to exclude RILA offerings 

from the provisions of rule 172, which provides that 

a final prospectus will be deemed to precede or 

accompany a security for sale for purposes of 

Securities Act section 5(b)(2) as long as the final 

prospectus meeting the requirements of Securities 

Act section 10(a) is filed or the issuer will make a 

good faith and reasonable effort to file it with the 

Commission as part of the registration statement 

within the required rule 424 prospectus filing 

timeframe. Consistent with registered investment 

companies and business development companies, 

RILA offerings would be subject to a separate 

framework governing communications with 

investors under the proposal. See supra section II.E; 

see also Offering Reform Release at section VI.B.1.b. 

268See VASP Adopting Release at n.21 and 

accompanying text. 

269See id.; see also Enhanced Disclosure and New 

Prospectus Delivery Option for Registered OpenEnd Management Investment Companies, 

Investment Company Act Release No. 28584 (Jan. 

13, 2009) [74 FR 4545 (Jan. 26, 2009)] (‘‘2009 

Summary Prospectus Adopting Release’’); Tailored 

Shareholder Reports for Mutual Funds and 

Exchange-Traded Funds; Fee Information in 

Investment Company Advertisements, Investment 

Company Act Release No. 34731 (Oct. 26, 2022) [87 

FR 72758 (Nov. 25, 2022)] (‘‘Tailored Shareholder 

Reports Adopting Release’’) (adopting rules 

incorporating a layered disclosure approach to 

open-end funds’ annual and semi-annual reports to 

shareholders). 

270See VASP Adopting Release at n.20 and 

accompanying text; Tailored Shareholder Reports 

Adopting Release at nn.10, 11, and 29 and 

accompanying text; see also supra discussion 

following footnote 7. 

271To facilitate this change, and to make the 

terminology used in rule 498A more consistent with 

certain terms used in the proposed amendments to 

Form N–4, we are also proposing a number of 

amendments to the rule’s definitions. Specifically, 

we would (1) amend the definitions to ‘‘Class,’’ 

‘‘Contract,’’ Investment Option,’’ ‘‘Registrant,’’ 

‘‘Variable Annuity Contract,’’ and ‘‘Variable Life 

Insurance Contract’’ to address RILA contracts, and/ 

or to make changes to these definitions that 

correspond with amendments to certain definitions 

in Form N–4 (either definitions of these same terms 

in Form N–4, or definitions of other terms in Form 

N–4 that would otherwise affect the way these 

terms are defined in rule 498A); (2) add definitions 

for ‘‘Fixed Option,’’ ‘‘Index-Linked Option,’’ 

‘‘Insurance Company,’’ ‘‘Registered Separate 

Account,’’ ‘‘RILA Contract,’’ and ‘‘Variable Option’’ 

consistent with their counterparts in the proposed 

Form N–4 amendments; and (3) deleting the 

definition of ‘‘Depositor.’’ These changes are 

necessary to communicate the provisions of the rule 

that would be applicable to RILA and combination 

contracts. 

272See proposed rule 498A(f). Rule 498A also 

provides that a communication relating to an 

offering registered on Form N–4 that a person sends 

or gives after the effective date of the registration 

statement (other than a prospectus that Section 10 

of the Securities Act permits or requires) will not 

be deemed a prospectus under section 2(a)(10) of 

the Securities Act, under certain conditions. The 

proposed amendments to rule 498A would extend 

this provision to RILA contracts. See rule 498A(g). 

Under the proposed amendments, the rule 498A 

provision addressing information that may be 

incorporated by reference into a summary 

prospectus also would apply the same to RILAs as 

it does to other contracts currently within the scope 

of the rule. See rule 498A(d). 

273This proposed approach is consistent with the 

approach for information about variable options in 

variable contracts’ summary prospectuses, in which 

certain key information about the portfolio 

companies offered as variable options appears in 

both the initial summary prospectus and updating 

summary prospectus. See proposed rule 

498A(b)(5)(ix); proposed rule 498A(c)(6)(iv). 

274The Commission similarly discussed the 

relative benefits to variable contract issuers of using 

a summary prospectus, based on the types of 

products that these issuers offer and the length of 

their current prospectuses, as well as the benefit of 

more concise disclosure to investors, in adopting 

rule 498A. See, e.g., VASP Adopting Release at 

section IV.E.1 (discussion in the Economic Analysis 

section of the release, addressing the Commission’s 

consideration of mandating summary prospectuses 

for variable contracts). 

275See VASP Adopting Release at discussion 

accompanying nn.41–45; see also infra section 

III.C.1.c (discussing that different issuers and 

investors could expect to benefit differently from 

this optional prospectus delivery regime, although 

we expect a majority of RILA issuers to choose to 

use summary prospectuses and that therefore the 

majority of RILA investors will have the option to 

use both summary prospectuses and statutory 

prospectuses in their decision-making, in whatever 

proportion investors think is best for their 

preferences). 

Investors would continue to have access 

to the RILA statutory prospectus and 

other information about the RILA 

contract online, with paper or electronic 

copies of this information upon 

request.267 This proposed approach 

would provide parity between RILA 

issuers and issuers of variable annuities 

registered on Form N–4, which are 

permitted to use summary prospectuses 

to satisfy their prospectus delivery 

obligations. 

RILA Summary Prospectus Overview 

The current summary prospectus rule 

for variable contracts uses a layered 

disclosure approach designed to provide 

investors directly with key information 

relating to the contract’s terms, benefits, 

and risks in a concise and readerfriendly presentation, with more 

detailed information available 

elsewhere. We anticipate that the 

summary prospectus framework would 

improve investor understanding of RILA 

contracts, as the Commission similarly 

expressed when it adopted the summary 

prospectus rule for variable contracts.268

This proposed approach for RILA 

contracts builds on the Commission’s 

decades of experience with layered 

disclosure and rules permitting the use 

of summary prospectuses.269 The 

proposal also recognizes investors’ 

expressed preferences for concise and 

engaging disclosure of key information. 

Accordingly, we believe the proposed 

approach is consistent with the RILA 

Act’s mandate of designing disclosure 

requirements ‘‘with the goal of ensuring 

that key information is conveyed in 

terms that a purchaser is able to 

understand.’’ 270

The proposed amendments to rule 

498A would broaden the scope of the 

rule to address RILA contracts.271 Under 

the proposed amendments, the rule’s 

conditions for relying on the rule to 

satisfy prospectus delivery obligations 

would be the same for RILA contracts as 

for variable contracts.272 These 

conditions include the requirements to 

send or give a summary prospectus to 

an investor no later than the time of the 

‘‘carrying or delivery’’ of the contract 

security, as well as: (1) requirements for 

the contents that must be included in a 

summary prospectus, (2) limitations on 

binding a summary prospectus with 

other materials, and (3) requirements 

that the summary prospectus, statutory 

prospectus, and contract statement of 

additional information must be publicly 

accessible, free of charge, on a website 

in the manner that the rule specifies. 

The proposed amendments to rule 

498A would involve the use of two 

distinct types of summary prospectuses 

for RILA contracts, employing the same 

approach the rule currently uses for 

variable contracts. An ‘‘initial summary 

prospectus,’’ covering contracts offered 

to new investors, would include certain 

key information about the contract’s 

most salient features, benefits, and risks, 

presented in plain English in a 

standardized order. The rule 

amendments would also require 

‘‘updating summary prospectuses’’ to be 

provided to existing investors in RILA 

contracts as a condition to relying on 

the rule. The updating summary 

prospectus would include a brief 

description of certain changes to the 

contract that occurred during the 

previous year, as well as a subset of the 

information required to appear in the 

initial summary prospectus. Certain key 

information about the index-linked 

options that the contract offers would be 

provided in both the initial summary 

prospectus and updating summary 

prospectus.273

As under current rule 498A for 

variable contracts, the proposed use of 

summary prospectuses for RILA 

contracts would be voluntary. This 

would be appropriate to provide RILA 

issuers sufficient time to transition to a 

summary prospectus regime, as well as 

in recognition of the fact that there 

could be different relative benefits of 

using a summary prospectus for certain 

RILA issuers and investors in these 

contracts.274 Similar considerations 

informed the Commission’s decision to 

adopt a voluntary summary prospectus 

regime for variable contracts.275

Initial Summary Prospectus 

As under the current rule 498A, an 

initial summary prospectus for a RILA 


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276See proposed rule 498A(b)(1). 277The definition of the term ‘‘class’’ in the 

proposed amendments is the same as the definition 

in the current rule (that is, as a class of a contract 

that varies principally with respect to distributionrelated fees and expenses). Proposed rule 498A(a). 

278See VASP Adopting Release at paragraph 

accompanying nn.58–59. 

279Proposed rule 498A(b)(5). 

280See VASP Adopting Release at nn. 47–48 and 

accompanying text. To the extent that these content 

requirements are unchanged from the content 

requirements for variable annuity summary 

prospectuses, our rationale for these requirements 

has not changed from the rationale that is discussed 

throughout the sections of the VASP Adopting 

Release that address each of the content items 

discussed in Table 6 below. See VASP Adopting 

Release at section II.A.1.c. Further, we provide our 

reasoning as to why these particular disclosures are 

important to investors in the RILA context as a 

general matter in section II.B, supra. 

281See supra section II.B.I.A.2. 

282Currently, rule 498A requires issuers to place 

‘‘Important Information You Should Consider 

About the [Contract]’’ disclosures before ‘‘Overview 

of the [Contract] disclosures.’’ 

contract may only describe a single 

contract that the RILA issuer currently 

offers for sale.276 An initial summary 

prospectus may describe more than one 

class of a currently offered contract.277

Aggregating disclosures for multiple 

contracts, or currently offered and nolonger-offered features and options of a 

single contract, can hinder investors 

from distinguishing between contract 

features and options that apply to them 

and those that do not. As a result, an 

initial summary prospectus could 

simplify and consolidate lengthy and 

complex disclosures. The content and 

ordering of items is designed to 

highlight aspects of a RILA contract that 

may not be emphasized in marketing 

materials and other disclosures. 

Like other summary prospectuses that 

rule 498A addresses, we are proposing 

a standardized presentation for RILA 

initial summary prospectuses to require 

certain disclosure items that we believe 

would be most relevant to investors to 

appear at the beginning of the initial 

summary prospectus, followed by 

supplemental information.278 The 

required presentation could also 

facilitate comparisons of different RILA 

contracts, as well as comparisons 

between RILA contracts and variable 

annuities. An initial summary 

prospectus must contain the 

information required by the rule, and 

only that information, in the order 

specified by the rule.279 The 

information would be required to 

appear in the same order, and under 

relevant corresponding headings, as the 

rule specifies. 

The chart in Table 6 below outlines 

the information that we propose to 

require to appear in an initial summary 

prospectus for a RILA contract. We 

would not change these content 

requirements, with the exception of the 

ordering of the Overview of the Contract 

and KIT disclosures, from the current 

variable annuity requirements. The 

Commission has historically viewed 

these items as providing annuity 

investors with key information relating 

to a contract’s terms, benefits, and risks 

in a concise and reader-friendly 

presentation, and highlighting aspects of 

the contract that may not be emphasized 

in marketing materials and other 

disclosures.280 We preliminarily believe 

that this rationale is equally true in the 

context of RILA disclosure. Further, as 

discussed above, we propose that the 

Overview of the Contract disclosures 

(currently Item 3 of Form N–4, but 

proposed to be re-numbered as Item 2) 

should precede the KIT (currently Item 

2 of Form N–4, but proposed to be renumbered as Item 3), due to the context 

that the Overview section provides and 

based upon our experience with the 

form [and taking into account the results 

of investor testing].281 This change 

would be reflected in the requirements 

of rule 498A.282 Otherwise, the same 

order of disclosures would be provided 

as under the current rule. 

TABLE 6—OUTLINE OF THE INITIAL SUMMARY PROSPECTUS

Heading in initial summary prospectus Relevant paragraph in proposed 

amendments to rule 498A 

Item of 

Form N–4 

(as proposed 

to be 

amended) 

Applicable to RILA 

contracts? 

Applicable to variable 

annuities registered 

on Form N–4? 

Cover Page: 

Identifying Information (front cover 

page) 1.

Rule 498A(b)(2)(i) through (iv) ... ........................ ✓ ............................... ✓ 

Legends (front cover page) 2 ................. Rule 498A(b)(2)(v) ..................... ........................ ✓ ............................... ✓ 

EDGAR Contract Identifier (back cover 

page).

Rule 498A(b)(3) ......................... ........................ ✓ ............................... ✓ 

Table of Contents (optional) .................. Rule 498A(b)(4) ......................... ........................ ✓ ............................... ✓ 

Content: 

Overview of the [Contract] ..................... Rule 498A(b)(5)(ii) ..................... 2 ✓ ...............................

(each paragraph of 

Item 2, as applicable).

✓ 

(each paragraph of 

Item 2 except 

(b)(2) and (d), 

which are generally 

only applicable to 

RILA contracts). 

Important Information You Should Consider About the [Contract].Rule 498A(b)(5)(i) ...................... 3 ✓ ...............................

(with line items applicable to RILA contracts, as specified 

in instructions to 

Item 3).

✓ 

(with line items applicable to variable 

annuities, as specified in instructions 

to Item 3). 

Benefits Available Under the [Contract] Rule 498A(b)(5)(iv) .................... 10(a) ✓ ............................... ✓ 

Buying the [Contract] ............................. Rule 498A(b)(5)(v) ..................... 11(a) ✓ ............................... ✓ 

Making Withdrawals: Accessing the 

Money in Your [Contract].

Rule 498A(b)(5)(vii) .................... 12(a) ✓ ............................... ✓ 

Additional Information About Fees ........ Rule 498A(b)(5)(viii) ................... 4 ✓ ............................... ✓ 


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283Proposed rule 498A(b)(5). 

284A RILA issuer, like a variable annuity issuer, 

could only use an updating summary prospectus if 

it uses an initial summary prospectus for each 

currently offered contract described under the 

contract statutory prospectus to which the updating 

summary prospectus relates. Proposed rule 

498A(c)(1). See also VASP Adopting Release at 

n.209 and accompanying text. 

285See VASP Adopting Release at section II.A.2.a. 

As discussed above, the policy rationale for content 

requirements that would be the same among 

updating summary prospectuses for RILA contracts 

and variable annuity contracts—as well as the 

rationale for the location of these contents—is the 

same as that which the Commission articulated in 

adopting rule 498A. To the extent that these content 

requirements are unchanged from the content 

requirements for variable annuity summary 

prospectuses, our rationale for these requirements 

has not changed from the rationale that is discussed 

throughout the sections of the VASP Adopting 

Release that address each of the content items 

discussed in Table 7 below. See VASP Adopting 

Release at section II.A.2.c. Further, we provide our 

reasoning as to why these particular disclosures are 

important to investors in the RILA context as a 

general matter in section II.B, supra. 

286The Commission discussed this rationale 

when it initially adopted rule 498A. See VASP 

Adopting Release at section II.A.2.a. 

TABLE 6—OUTLINE OF THE INITIAL SUMMARY PROSPECTUS—Continued 

Heading in initial summary prospectus Relevant paragraph in proposed 

amendments to rule 498A 

Item of 

Form N–4 

(as proposed 

to be 

amended) 

Applicable to RILA 

contracts? 

Applicable to variable 

annuities registered 

on Form N–4? 

Appendix: [Investment Options/Portfolio 

Companies] Available Under the Contract.

Rule 498A(b)(5)(ix) .................... 17 ✓ ...............................

(Item 17(b) and 

17(c), as applicable).

✓ 

(Item 17(a) and 

17(c), as applicable). 

Notes to Table 6: 

1The beginning or front cover page of a RILA contract’s initial summary prospectus, like the initial summary prospectus of a variable annuity 

registered on Form N–4, would need to include the following information: (1) the insurance company’s name; (2) the name of the contract, and 

the class or classes if any, to which the initial summary prospectus relates; (3) a statement identifying the document as a ‘‘Summary Prospectus 

for New Investors’’; and (4) the approximate date of the first use of the initial summary prospectus. 2The required legends would be the same for RILA contracts and for variable annuities registered on Form N–4. These legends address the 

purpose of the summary prospectus, the availability of the statutory prospectus and other information, information regarding the permitted cancellation period for the contract, and a statement that additional information about RILA contracts has been prepared by Commission staff and is 

available at investor.gov. The initial summary prospectuses for RILA contracts as well as variable annuities also would have to include the additional statements that we are proposing to require on the cover page of the prospectus for all Form N–4 issuers. See supra section II.B.1; see 

also proposed Item 1(a)(6)–(8) of Form N–4. 

A RILA initial summary prospectus 

would be permitted to include a table of 

contents. A table of contents must show 

the page number of the various sections 

or subdivisions of the summary 

prospectus, and immediately follow the 

cover page in any initial summary 

prospectus delivered electronically. 

The topics of the contents included in 

an initial summary prospectus—as well 

as the required headings under which 

these contents must appear—are the 

same for a RILA contract summary 

prospectus as for a summary prospectus 

of a variable annuity registered on Form 

N–4.283 Further, certain of these 

required contents would vary in 

substance to reflect the unique aspects 

of RILA contracts as compared to 

variable annuities. These are indicated 

in Table 1 above and include: 

• Disclosure provided under the 

heading ‘‘Overview of the Contract’’ 

(Item 2 of Form N–4), where disclosure 

for RILA contracts must include specific 

information about index-linked options 

currently offered under the contract, as 

well as interim value adjustments or 

market value adjustments that could 

affect an investor’s contract value; 

• Disclosure provided under the 

heading ‘‘Important Information You 

Should Consider About the Contract’’ 

(Item 3 of Form N–4), where certain 

rows in the required table are specific to 

RILA contracts as opposed to variable 

annuities; 

• Disclosure provided under the 

heading ‘‘Additional Information About 

Fees’’ (Item 4 of Form N–4), where the 

requirements for fee information for 

RILA contracts differ from the parallel 

requirements for variable annuities 

(reflecting that RILA contracts generally 

do not entail annual contract expenses, 

but there are other costs associated with 

an investment in a RILA contract); and 

• Disclosure under the heading 

‘‘Appendix: Investment Options 

Available Under the Contract’’ (Item 17 

of Form N–4), where a RILA contract 

would include a different summary 

table for index-linked options offered 

under the contract than the summary 

table of variable options offered under a 

variable annuity. 

Each of these disclosure items, which 

would also appear in a RILA statutory 

prospectus, is discussed in more detail 

in section II.B above. 

Updating Summary Prospectus 

As under current rule 498A, RILA 

issuers would not send an updated 

initial summary prospectus to investors 

each year. Instead, any RILA issuers 

would send an updating summary 

prospectus, which would provide a brief 

description of certain changes with 

respect to the contract that occurred 

within the prior year.284 This would 

allow investors to focus their attention 

on new or updated information relating 

to the contract. Additionally, the 

updating summary prospectus would 

include certain of the items required in 

the initial summary prospectus that are 

most likely to entail contract changes 

and where any such contract changes 

are most likely to be important to 

investors because they affect how 

investors evaluate RILA contracts and 

are relevant to investors when 

considering additional investment 

decisions or otherwise monitoring their 

contracts. This is consistent with the 

Commission’s approach for variable 

annuity updating summary 

prospectuses.285

Because the initial summary 

prospectus is designed for someone 

making an initial investment decision, 

we believe that existing RILA investors 

would benefit more from receiving a 

shorter-form document including a brief 

summary of the changes to the contract, 

than from receiving the initial summary 

prospectus year after year.286 This 

approach also takes into account the 

cost to maintain and update separate 

initial summary prospectuses for 

currently offered contracts and those no 

longer offered. 

Unlike an initial summary prospectus, 

which could describe only a single 

contract that a RILA issuer currently 

offers for sale, an updating summary 

prospectus for a RILA could describe 

one or more contracts covered in the 

statutory prospectus to which the 

updating summary prospectus relates, 


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287Proposed rule 498A(c)(2); see also VASP 

Adopting Release at nn.342–343 and accompanying 

paragraph. 

288Proposed rule 498A(c)(6). 

289The legend would be the same for RILA 

contracts and variable annuities: ‘‘The information 

in this Updating Summary Prospectus is a summary 

of certain [Contract] features that have changed 

since the Updating Summary Prospectus dated 

[date]. This may not reflect all of the changes that 

have occurred since you entered into your 

[Contract].’’ Proposed rule 498A(c)(6)(i)(A). 

290Proposed rule 498A(c)(6)(i)(B); see also VASP 

Adopting Release at paragraph accompanying 

n.374. 

291See VASP Adopting Release at paragraph 

following n.372. 

292See id. at paragraph accompanying nn.365– 

369. 

as under current rule 498A.287 Similar 

to the initial summary prospectus, an 

updating summary prospectus could 

also describe more than one class of a 

contract. 

Updating summary prospectuses for 

RILA contracts, like initial summary 

prospectuses, would include specific 

disclosure items appearing in a 

prescribed order, under relevant 

corresponding headings.288 An updating 

summary prospectus for a RILA contract 

would have to contain the information 

required by the rule, and only that 

information, in the order specified by 

the rule. The chart in Table 7 below 

outlines the information that we 

propose to require to appear in an 

updating summary prospectus for a 

RILA contract. 

TABLE 7—OUTLINE OF THE UPDATING SUMMARY PROSPECTUS

Heading in updating summary prospectus Relevant paragraph in proposed 

amendments to Rule 498A 

Item of 

amended 

Form N–4 

Applicable to RILA 

contracts? 

Applicable to variable 

annuities registered 

on Form N–4? 

Cover Page: 

Identifying Information (front cover 

page) 1.

Rule 498A(c)(3)(i) through (iv) ... ........................ ✓ ............................... ✓ 

Legends (front cover page) 2 ................. Rule 498A(c)(3)(v) ..................... ........................ ✓ ............................... ✓ 

EDGAR Contract Identifier (back cover 

page).

Rule 498A(c)(4) .......................... ........................ ✓ ............................... ✓ 

Table of Contents (optional) 3 ................ Rule 498A(c)(5) .......................... ........................ ✓ ............................... ✓ 

Content: 

Updated Information About Your Contract.Rule 498A(c)(6)(i) through (ii) .... ........................ ✓ ............................... ✓ 

Important Information You Should Consider About the [Contract].Rule 498A(c)(6)(iii) ..................... 3 ✓ ...............................

(with line items applicable to RILA contracts, as specified 

in instructions to 

Item 3).

✓ 

(with line items applicable to variable 

annuities, as specified in instructions 

to Item 3). 

Appendix: [Investment Options/Portfolio 

Companies] Available Under the Contract.

Rule 498A(c)(6)(iv) ..................... 17 ✓ ...............................

(Item 17(b) and 

17(c), as applicable).

✓ 

(Item 17(a) and 

17(c), as applicable). 

Notes to Table 7: 

1The beginning or front cover page of a RILA contract’s updating summary prospectus, like the updating summary prospectus of a variable 

annuity registered on Form N–4, would need to include the following information: (1) the insurance company’s name; (2) the name of the contract(s), and the class or classes if any, to which the updating summary prospectus relates; (3) a statement identifying the document as an ‘‘Updating Summary Prospectus’’; and (4) the approximate date of the first use of the updating summary prospectus. 2The required legends would be the same for RILA contracts and for variable annuities registered on Form N–4. These legends address the 

purpose of the summary prospectus, the availability of the statutory prospectus and other information, and a statement that additional information 

about RILA contracts has been prepared by the SEC staff and is available at investor.gov. The updating summary prospectuses for RILA contracts as well as variable annuities also would have to include the additional statements that we are proposing to require on the cover page of 

the prospectus for all Form N–4 issuers. See supra section II.B.1; see also proposed Item 1(a)(6) through (8) of Form N–4. 3The requirements for this optional table of contents would be the same for an updating summary prospectus as for an initial summary prospectus. See proposed rule 498A(b)(4); proposed rule 498A(c)(5). 

The updating summary prospectus for 

a RILA contract would be required to 

include a concise description of certain 

changes to the contract made after the 

date of the most recent updating 

summary prospectus or statutory 

prospectus that was sent or given to 

investors. These changes would appear 

under the heading ‘‘Updated 

Information About Your Contract,’’ with 

a required legend following the 

heading.289 The changes that the rule 

would require a RILA issuer to describe 

include those that relate to: (1) the 

availability of investment options under 

the contract; (2) the overview of the 

contract; (3) the KIT; (4) certain 

information about fees; (5) benefits 

available under the contract; (6) 

purchases and contract value; and (7) 

surrenders and withdrawals. The 

updating summary prospectus also 

could include a concise description of 

any other changes that the RILA issuer 

wishes to disclose, provided they 

occurred within the same time period as 

the other changes the rule would require 

the issuer to describe. In providing a 

concise description of a contract-related 

change in the updating summary 

prospectus, RILA issuers would have to 

provide enough detail to allow investors 

to understand the change and how it 

will affect them.290

The topics for which a change would 

necessitate a description in the updating 

summary prospectus would be the same 

for RILA contracts as for variable 

annuities registered on Form N–4. We 

do not anticipate that disclosures 

addressing these topics in a contract 

statutory prospectus would change 

frequently, and thus providing investors 

with a notice and a brief description of 

any changes that do occur may be more 

informative than repeating all the 

disclosures each year.291 Despite the 

infrequency of changes, investors 

should be notified of any changes to 

these items given their importance to 

the investor’s experience of investing in 

a RILA contract.292

We are proposing to amend rule 498A 

to specify that, in the context of a RILA 


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293Proposed rule 498A(c)(6)(i). 

294 VASP Adopting Release at n.361. 

295Proposed rule 498A(c)(6). 

296See VASP Adopting Release at n.417 and 

accompanying text; and Office of Investor 

Education and Advocacy of the U.S. Securities and 

Exchange Commission, Study Regarding Financial 

Literacy Among Investors (Aug. 2012), available at 

https://www.sec.gov/news/studies/2012/917- 

financial-literacy-study-part1.pdf, at iv, xix. These 

proposed requirements are unchanged from the 

requirements for variable annuity summary 

prospectuses, and our rationale for these 

requirements has not changed from the 

Commission’s rationale that is discussed 

throughout the sections of the VASP Adopting 

Release that discuss online accessibility 

requirements. See VASP Adopting Release at 

sections II.A.5 and II.A.6. 

297For proposed requirements relating to the 

required online contract documents, see generally 

proposed rule 498A(h). 

298A current version of each of the required 

online contract documents would have to remain 

available for at least 90 days following either: (1) 

the time of the ‘‘carrying or delivery’’ of the contract 

security if a person is relying on the rule to satisfy 

its section 5(b)(2) prospectus delivery obligations; 

or (2) if a person is relying on the rule to send 

communications that will not be deemed to be 

prospectuses, the time that the person sends or 

gives the communication to investors. Proposed 

rule 498A(h)(1). 

299Proposed rule 498A(b)(2)(v)(B). 

300Proposed rule 498A(e). 

301Proposed rule 498A(f)(4); proposed rule 

498A(g)(4). 

contract updating summary prospectus, 

the change of availability of investment 

options includes a change to any of the 

features of the index-linked options 

disclosed in the table that Item 17(b) of 

Form N–4 requires (that is, the table in 

the appendix of investment options that 

will appear in a RILA contract summary 

prospectus).293 When the Commission 

adopted rule 498A, it stated that a 

change that has affected availability of 

portfolio companies (or investment 

options) includes changes in the 

portfolio companies (or investment 

options) offered under the contract or 

available in connection with any 

optional benefit.294 In the context of 

index-linked options, any change to the 

features of the index-linked options that 

the required table would describe—that 

is, the index, type of index, crediting 

period, index crediting methodology, 

limit on index loss, and/or guaranteed 

minimum limit on index gain—would 

meaningfully change the investor’s 

experience of investing in a RILA 

contract with the index-linked option 

that investor had previously chosen. For 

this reason, under the proposed 

amendments a change to any of these 

features would represent a change in the 

availability of the investment options 

that the RILA contract offers. 

The topics of the additional contents 

included in an updating summary 

prospectus—as well as the required 

headings under which these contents 

must appear—would be the same for 

RILA contracts and for variable 

annuities registered on Form N–4.295

Certain of these required contents, 

however, would vary in substance to 

reflect the unique aspects of RILA 

contracts as compared to variable 

annuities. These are indicated in Table 

2 above and include: 

• Disclosure provided under the 

heading ‘‘Important Information You 

Should Consider About the Contract’’ 

(Item 3 of Form N–4), where certain 

rows in the required table are specific to 

RILA contracts as opposed to variable 

annuities; and 

• Disclosure under the heading 

‘‘Appendix: Investment Options 

Available Under the Contract’’ (Item 17 

of Form N–4), where a RILA contract 

would include a different summary 

table for index-linked options offered 

under the contract than the summary 

table of variable options offered under a 

variable annuity. 

Online Accessibility of Contract 

Statutory Prospectus and Certain Other 

Documents Relating to the Contract 

Investors who receive a RILA contract 

initial or updating summary prospectus 

would have access to more detailed 

information about the RILA contract, 

either by reviewing the information 

online, or by requesting the information 

to be sent in paper or electronically. In 

this respect, the proposed amendments 

would include the same requirements 

for RILA contracts as for variable 

contracts. These requirements further 

the layered disclosure framework that 

rule 498A creates for variable contracts 

and would, under the proposed 

amendments, similarly create for RILA 

contracts. Those insurance companies 

that issue RILAs, to the extent that they 

also issue variable annuity contracts 

that use summary prospectuses under 

rule 498A, therefore should be generally 

familiar with the practice of making this 

information available online and be able 

to integrate it with existing processes for 

variable annuities. Similar to what the 

Commission expressed in the context of 

variable annuity summary prospectuses, 

permitting RILA investors to access the 

contract statutory prospectus in several 

ways (online and by physical or 

electronic delivery) would maximize the 

accessibility and usability of this 

information and that investors have 

historically indicated a preference for 

both online and paper resources.296

Under the proposed amendments, a 

RILA issuer relying on rule 498A (like 

a variable annuity issuer relying on this 

rule currently), would have to make the 

contract’s current initial summary 

prospectus, updating summary 

prospectus, statutory prospectus, and 

SAI (together, the ‘‘required online 

contract documents’’) available 

online.297 These required online 

contract documents would be required 

to be publicly accessible, free of charge, 

at the website address that the cover 

page of the summary prospectus 

specifies, on or before the time that the 

person relying on the rule provides the 

summary prospectus to investors.298

The website address on which the 

required online contract documents 

appear must be specific enough to lead 

investors directly to the documents, 

although the website could be a central 

site with prominent links to each 

document.299 The required online 

contract documents would have to be 

presented in a manner that is humanreadable and capable of being printed 

on paper in human-readable format, and 

persons accessing the documents must 

be able to permanently retain electronic 

versions of the documents. The 

proposed amendments include 

requirements for linking within the 

electronic versions of the contract 

statutory prospectus and SAI that are 

available online, and also for linking 

between electronic versions of contract 

summary and statutory prospectuses 

that are available online. 

Both initial summary prospectuses 

and updating summary prospectuses for 

RILA contracts would, like variable 

annuity summary prospectuses, be 

required to define any ‘‘special terms’’ 

elected by the registrant, using any 

presentation that clearly conveys their 

meaning to investors.300 In RILA 

contract summary prospectuses that are 

available online, the proposed 

amendments (like the current rule) 

require that investors be able either to 

view the definition of each special term 

upon command, or to move directly 

back and forth between each special 

term and the corresponding entry in any 

glossary or list of definitions the 

summary prospectus includes. 

Satisfying each of these requirements 

regarding online accessibility of contract 

statutory prospectuses and certain other 

documents relating to the contract is a 

condition for a RILA issuer to rely on 

rule 498A to satisfy prospectus delivery 

obligations.301 Failure to comply with 

any of these conditions could result in 

a violation of section 5(b)(2) unless the 

contract statutory prospectus is 

delivered by means other than reliance 

on the rule. We recognize, however, that 

there may be times when, due to events 


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302Proposed rule 498A(h)(4). This provides that 

the conditions regarding the availability of the 

required online contract documents will be deemed 

to be met, even if the required online contract 

documents are temporarily unavailable, provided 

that the person has reasonable procedures in place 

to ensure that those materials are available in the 

required manner. A person relying on the rule to 

satisfy prospectus delivery obligations is required to 

take prompt action to ensure that those materials 

become available in the manner required as soon as 

practicable following the earlier of the time when 

the person knows, or reasonably should have 

known, that the documents were not available in 

the manner required. 

303For these additional proposed requirements, 

see generally proposed rule 498A(i). 

beyond a person’s control, the person 

may temporarily not be in compliance 

with the rule’s conditions regarding the 

availability of the required online 

contract documents. The proposed 

amendments, like the current rule, 

includes a safe harbor provision 

addressing temporary 

noncompliance.302

Other Requirements for Summary 

Prospectus and Other Contract 

Documents 

Like current rule 498A, the proposed 

amendments to rule 498A include 

additional requirements for RILA 

contract summary prospectuses.303

These include: 

• Certain requirements relating to the 

delivery of paper or electronic copies of 

the required online contract documents 

upon request; 

• The requirement that a contract 

summary prospectus must be given 

greater prominence than any materials 

that accompany the contract summary 

prospectus; 

• Requirements that: (1) the required 

online documents be presented in a 

format that is convenient for reading 

and printing, and (2) a person be able to 

retain electronic versions of these 

documents in a format that is 

convenient for reading and printing; and 

• The requirement for any website 

address that is included in an electronic 

version of the summary prospectus to be 

an active hyperlink. 

Failure to comply with these 

additional requirements would not, 

however, negate a person’s ability to 

rely on the rule to satisfy prospectus 

delivery obligations. 

Request for Comments 

We request comment on the proposed 

amendments to rule 498A, which would 

permit RILA issuers to use a summary 

prospectus to satisfy statutory 

prospectus delivery obligations: 

102. Is it appropriate to permit RILA 

issuers, as well as issuers of 

‘‘combination contracts,’’ to use a 

summary prospectus to satisfy statutory 

prospectus delivery obligations? Why or 

why not? 

103. Would the current rule 498A 

framework, which provides for an initial 

summary prospectus and an updating 

summary prospectus, be appropriate for 

RILA contracts? 

104. Is it appropriate that the use of 

summary prospectuses for RILA 

contracts be voluntary, as proposed? 

Should the use of summary 

prospectuses for RILA contracts instead 

be mandatory? 

105. Should an initial summary 

prospectus for a RILA contract only 

describe a single contract that the RILA 

issuer currently offers for sale, as 

proposed? Instead should we permit an 

initial summary prospectus to describe 

more than one contract? Do commenters 

recommend any other changes to the 

proposed scope requirements for initial 

summary prospectuses for RILA 

contracts? 

106. Is the proposed presentation for 

RILA initial summary prospectuses 

appropriate, or should we modify the 

initial summary prospectus presentation 

requirements in any way? 

107. Are the proposed summary 

prospectus cover page requirements 

appropriate? For example, is it 

appropriate that initial (and updating) 

summary prospectuses for RILA 

contracts as well as variable annuities 

also would have to include the 

additional statements that we are 

proposing to require on the cover page 

of the prospectus for all Form N–4 

issuers? 

108. Do the proposed RILA initial 

summary prospectus content items 

represent the disclosure that would best 

highlight the key terms, benefits, and 

risks of a RILA contract? Do the 

proposed content items capture key 

considerations that a typical contract 

investor would find salient? Should an 

initial summary prospectus include 

additional information an investor 

would need in order to make an 

informed investment decision, and if so, 

what would this information be? For 

example, is there any information we 

are proposing to include in Item 6 of 

Form N–4 that we should include in the 

summary prospectus? Alternatively, 

should we exclude or modify any of the 

proposed initial summary prospectus 

disclosure requirements? To the extent 

that commenters suggest changes that 

would result in different content across 

initial summary prospectuses for RILA 

contracts versus variable annuities, why 

would such changes be appropriate, and 

how should we address these suggested 

changes in the context of ‘‘combination 

contracts’’ offering a combination of 

index-linked options and variable 

options? 

109. Under the proposal, would initial 

summary prospectuses for RILA 

contracts, on average, be longer, shorter, 

or about the same length as variable 

annuity initial summary prospectuses? 

What would account for any meaningful 

differences in average length? 

110. Is the proposed updating 

summary prospectus approach 

appropriate for existing RILA investors? 

Do commenters agree that existing RILA 

investors would benefit more from a 

brief summary of the changes to the 

contract reflected in the statutory 

prospectus than from receiving all of the 

disclosures in the initial summary 

prospectus? Instead should existing 

RILA investors receive a summary 

prospectus akin to the initial summary 

prospectus year after year? 

111. Should we permit, as proposed, 

an updating summary prospectus for a 

RILA contract to describe one or more 

contracts covered in the related 

statutory prospectus? Do commenters 

recommend any other changes to the 

proposed scope requirements for 

updating summary prospectuses for 

RILA contracts? 

112. We request comment on the 

proposed requirement to include a brief 

description of certain contract-related 

changes in the updating summary 

prospectus. Would this disclosure 

requirement be useful to investors? Is 

the scope of changes that a RILA issuer 

would be required to discuss 

appropriate? Are there other topics 

about which we should require a RILA 

issuer to describe a change? Should we 

define a change in the availability of 

investment options that would require 

disclosure as a change to any of the 

features of the index-linked options that 

the table that Item 17(b) of Form N–4 

would require, as proposed? If not, what 

definition would be more appropriate 

and why? 

113. Do the other proposed RILA 

contract updating summary prospectus 

content items represent the disclosure 

that would be most appropriate and 

useful for existing investors, for 

example in considering whether to 

continue making additional purchase 

payments or reallocate contract value? If 

not, what alternative disclosure should 

we require? 

114. Should rule 498A include, as 

proposed, the same requirements with 

respect to online accessibility of a RILA 

contract statutory prospectus and 

certain other documents relating to the 

contract as the rule provides for variable 

annuities (including, as described 

above, the requirements to make the 

required online contract documents 


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304Similar to insurance products currently filing 

registration statements on these forms, RILA issuers 

would also be required, if all of the required 

financial statements of the insurance company are 

not in the prospectus, to state in the prospectus, 

under a separate caption, where the financial 

statements may be found and to briefly explain how 

investors may obtain any financial statements not 

in the SAI. Proposed item 16 of Form N–4. 

305Similar instructions are contained in the other 

forms used to register insurance products issued by 

investment companies. See instruction 1 to Item 

31(b) of Form N–3 and instruction 1 to Item 28(b) 

of Form N–6. 306See Registration Form for Insurance Company 

Separate Accounts Registered as Unit Investment 

Trusts that Offer Variable Life Insurance Policies, 

Investment Company Act Release No. 23066 (Mar. 

13, 1998) [63 FR 13988 (Mar. 23, 1998)] (discussing 

the same instruction in Form N–6). 307See, e.g., F&G Life Letter. 

308See Registration Form for Insurance Company 

Separate Accounts Registered as Unit Investment 

Trusts That Offer Variable Life Insurance Policies, 

Investment Company Act Release No. 25522 (Apr. 

12, 2002) [67 FR 19848 (Apr. 23, 2002)]; see also 

VASP Adopting Release at n.813 and accompanying 

text. 

309 17 CFR 210.3–12(a). RILA issuers that rely on 

rule 12h–7 are not required to provide periodic 

Exchange Act reports, including quarterly reports 

that include interim financial statements. Therefore, 

they must prepare interim financial statements for 

Securities Act registration statements, like Form S– 

1 and Form S–3, even though they do not prepare 

interim financial statements for other purposes. 

310See Instruction 3 to Item 26(b) of Form N–4. 

available online, presentation and 

linking requirements for these 

documents, and requirements relating to 

the definitions of ‘‘special terms’’)? If 

not, what alternative requirements 

should we adopt to help ensure that 

investors who receive a RILA contract 

summary prospectus have access to 

more detailed information about the 

RILA contract if they want it? For 

example, should the required online 

contract documents also include 

information about the current limits on 

gains for each index-linked option 

offered under the contract? As another 

example, should the required online 

contract documents for issuers of RILAs 

and variable annuities that rely on rule 

498A also include the financial 

statements of the registrant and/or 

insurance company, to the extent that 

these financial statements are not 

included in the SAI (if, for instance, an 

insurer’s financial statements are filed 

on Form N–VPFS or Form 10–K, and are 

incorporated by reference into the 

registration statement)? To what extent 

would using the same approach for both 

RILAs and variable annuities ease 

compliance burdens on insurers? Is it 

appropriate that, as proposed, satisfying 

each of these proposed online 

accessibility requirements would be a 

condition for a RILA issuer to rely on 

rule 498A to satisfy prospectus delivery 

obligations? Are there any modifications 

we should make to the proposed safe 

harbor provision for temporary 

noncompliance? 

115. Should rule 498A include, as 

proposed, the same other requirements 

for summary prospectuses (relating to 

delivery upon request, prominence of 

the summary prospectus in relation to 

accompanying materials, ‘‘convenient 

for reading and printing’’ formatting, 

and hyperlinking requirements) as the 

rule currently requires for variable 

annuity summary prospectuses? Is it 

appropriate that, as proposed, satisfying 

each of these proposed requirements 

would not be a condition for a RILA 

issuer to rely on rule 498A to satisfy 

prospectus delivery obligations? 

D. Accounting (Items 16 and 26) 

We are proposing to permit RILA 

issuers to provide financial statements 

on amended Form N–4 in the same way 

that insurance companies currently do 

on Form N–4. The principal 

consequence of this change would be 

that the financial statements filed in 

connection with a RILA registration 

statement could be prepared in SAP to 

the same extent as currently permitted 

for insurance companies’ financial 

statements filed on that form. 

Instruction 1 to Item 26(b) of Form N– 

4 currently permits insurance 

companies that are the depositors of 

variable annuity separate accounts to 

prepare their financial statements for 

use in a registration statement filed on 

Form N–4 in accordance with SAP if the 

depositor would not have to prepare its 

financial statements in accordance with 

GAAP except for use in that registration 

statement or other registration 

statements filed on Forms N–3, N–4, or 

N–6 (the forms used to register 

insurance products that are issued by 

investment companies).304 The 

instruction further states that the 

depositor insurance company’s financial 

statements must be prepared in 

accordance with GAAP if it prepares 

financial information in accordance 

with GAAP for use by its parent (as 

defined in Regulation S–X) in any report 

under sections 13(a) and 15(d) of the 

Exchange Act or any registration 

statement filed under the Securities 

Act.305 In interpreting this instruction 

the Commission has stated that the 

insurance product forms do not require 

the use of GAAP when: (1) GAAP 

financial statements are not prepared for 

either the depositor or its parent; or (2) 

the depositor’s parent prepares GAAP 

financial statements, but the depositor’s 

accounts are immaterial to its parent’s 

consolidated financial statements and, 

therefore, neither partial GAAP 

financial statements nor a GAAP 

reporting package is prepared by the 

depositor.306

Forms S–1 and S–3 do not include an 

instruction similar to Instruction 1 of 

Item 26(b) of Form N–4. Rather RILAs 

registered on these forms are required to 

provide their financial statements in 

accordance with GAAP. The 

Commission, however, acting through 

authority delegated to the staff, has 

permitted insurance companies 

registering on Form S–1 to include SAP 

financial statements in RILA registration 

statements in the circumstances 

permitted by Form N–4.307 The 

Commission has stated that this 

approach appropriately recognizes the 

cost burdens that would be imposed if 

the Commission were to require GAAP 

financial statements in cases where the 

depositor is not otherwise required to 

prepare financial information in 

accordance with GAAP.308 We 

preliminarily believe this is also true for 

insurance companies that offer RILAs 

and that it is important to provide for 

the consistent treatment of financial 

statements for all insurance companies 

that meet the circumstances permitted 

by Form N–4. As a result, permitting 

RILA issuers to rely on Instruction 1 to 

Item 26 to provide SAP financial 

statements to the same extent as issuers 

registering offerings of variable 

annuities on Form N–4 would be 

consistent with investor protection. In 

addition, SAP financial statements, 

which focus on an issuer’s ability to 

meet its obligations under its insurance 

contracts, as regulated by state law, 

appear to provide sufficient material 

information for investors evaluating 

RILAs. 

Another consequence of requiring 

insurance companies to register 

offerings of RILAs on Form N–4 is that 

they will have greater flexibility to 

update their registration statement 

without the need to update certain 

financial statements. Under section 

10(a)(3) of the Securities Act, RILA 

issuers, like variable annuity issuers, 

generally must file a post-effective 

amendment annually to update their 

audited fiscal year-end financial 

statements. In addition, Regulation S–X 

requires Form S–1 filers to include 

unaudited interim financial statements 

in any new registration statement or 

post-effective amendment that goes 

effective later than 134 days after the 

end of the insurer’s fiscal year.309 Form 

N–4 filers are not subject to this 

requirement.310 In addition, after the 

end of an insurer’s fiscal year, RILA 

issuers must include year-end audited 

financial statements in any new 

registration statement or post-effective 

amendment filed 45 days after the fiscal 


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311See 17 CFR 210.3–01(c). 

312See Instruction 3 to Item 26(b) of Form N–4. 

313A further consequence of the proposed 

changes would be that insurance companies would 

generally be making available their RILA-related 

financial statements to investors on an annual basis, 

consistent with the timing of financial statements 

for variable annuities. Currently, insurance 

companies relying upon rule 12h–7 provide their 

RILA-related financials annually, whereas 

insurance companies not relying on that rule 

provide financial statements quarterly. Insurance 

companies not relying on rule 12h–7 will file 

financial statements more frequently than annually 

if there are any post-effective amendments to the 

registration statement that require updated financial 

statements. See Form 10–Q. 

314See Disclosure Amendments to Regulation S– 

K, Form 8–K and Schedule 14A Regarding Changes 

in Accountants and Potential Opinion Shopping 

Situations, Investment Company Act Release No. 

16358 (Apr. 12, 1988) [53 FR 12924 (Apr. 20, 

1988)]; see also item 11(i) of Form S–1. 

315See Item 27(b)(4) of Form N–1A. 

316To accommodate the changes proposed in this 

release, EDGAR would be modified to require 

insurance companies registering RILAs to use a 

different CIK than that used for their other offerings. 

One CIK would be utilized to register the offerings 

of RILAs on Form N–4 and pay registration fees for 

securities relating to RILA offerings on Form 24F– 

2. The other would be utilized to register the 

insurance company’s other offerings of securities as 

they do currently. As a result, insurance companies 

would need to utilize separate CIKs for their RILArelated filings. If the issuer only offers RILAs, it 

should only use one CIK. Further, we are proposing 

to amend rule 313 of Regulation S–T in order to 

permit filings relating to RILA offerings to have 

both an investment company type and contract 

identifier in order to facilitate RILA issuers’ filing 

these forms and for ease in identification of 

particular RILA contracts. 

317The proposed rule amendments would apply 

the same registration fee payment approach to 

RILAs that is currently provided by rule 24f–2 to 

current Form N–4 issuers. See proposed rules 

456(e) (providing that where the registration 

statement relates to a RILA offering, RILA issuers 

would be deemed to have registered an 

indeterminate amount of securities for purposes of 

sections 5 and 6(a) of the Securities Act upon the 

effective date of its registration statement); and 

457(u) (providing for RILA issuers to pay 

registration fees for securities relating to RILA 

offerings on the same annual net basis as other 

Form N–4 issuers); see also proposed Form 24F–2. 

See section 4(e) of the Exchange Act [15 U.S.C. 

78d–4(e)]; section 28 of the Securities Act [15 

U.S.C. 77z–3]. We preliminarily believe that these 

actions are necessary or appropriate in the public 

interest and consistent with the protection of 

investors. 

318As a general matter, the proposed amendments 

would provide the same process for registering an 

indeterminate amount of securities relating to RILA 

offerings as is currently provided for exchangetraded vehicle securities under rule 456(d) (which, 

in turn, mirrors of the process for current Form N– 

4 issuers to register securities) except that (1) this 

process would be mandatory for RILAs and (2) 

RILA issuers would pay fees on Form 24F–2 instead 

of through a prospectus supplement in accordance 

with rule 424. See also Securities Offering Reform 

for Closed-End Investment Companies, Investment 

Company Act Release No. 33836 (Apr. 8, 2020) [85 

FR 33290 (June 1, 2020)] (‘‘Closed-End Fund 

Offering Reform Adopting Release’’). For example, 

the proposed amendments would provide the same 

mechanics as other Form 24F–2 issuers when 

addressing interest calculations for late payments. 

319All payments of filings fees for RILA 

registration statements would continue to be made 

by wire transfer, debit card, or credit card or via an 

ACH and there would be no refunds. See 17 CFR 

230.111; proposed instruction A.5 to Form 24F–2. 

320 In addition to conforming changes in proposed 

Form 24F–2 to effectuate the changes discussed 

below, in order to improve the form we are 

proposing to: (1) remove reporting relating to shares 

paid for prior to Oct. 11, 1997; (2) remove the 

statement in current Instruction A.3 to consult the 

EDGAR Filer Manual because the instructions 

referenced in Instruction A.3 are intended to be 

removed from the EDGAR Filer Manual; (3) remove 

current Instruction C.4, which includes EDGAR 

header tags for Item 5 of the form, as this 

information is no longer sufficient for filing 

purposes and current technical specifications are 

provided through the technical specifications page 

on the Commission’s web page; (4) revise current 

Instruction C.9 for Item 5(vii) to correspond to the 

current instructions for fee filing rates on the 

year-end.311 However, Form N–4 filers 

instead have a 90-day grace period.312

As a result of the proposal to include 

RILAs on Form N–4, RILA issuers 

therefore would be able to file and 

amend their registration statements 

during certain times of year without the 

need to update their financial 

statements, which RILA issuers cannot 

do today.313 These approaches, in 

consideration of consistency in 

treatment among all insurance 

companies that meet the circumstances 

permitted by Form N–4, are equally 

appropriate for RILA filers on Form N– 

4. 

We are also proposing to require 

RILAs to provide the information 

relating to changes in and disagreements 

with accountants on accounting and 

financial disclosure as detailed in 17 

CFR 229.304 (‘‘Item 304 of Regulation 

S–K’’). Further, RILAs would be 

required to provide as an exhibit any 

letter from the insurance company’s 

former independent accountant 

regarding its concurrence or 

disagreement with the statements made 

by the insurance company in the 

registration statement concerning the 

resignation or dismissal as the insurance 

company’s principal accountant. These 

items are currently provided by RILAs 

on Forms S–1 and S–3 and are designed 

to address the practice of ‘‘opinion 

shopping’’ for an auditor willing to 

support a proposed accounting 

treatment designed to help a company 

achieve its reporting objectives even 

though that treatment might frustrate 

reliable reporting.314 The proposed 

amendments would not be required for 

variable annuities in light of their tiered 

investment company structure. Variable 

annuities typically invest indirectly in 

mutual funds offered as investment 

options under such contracts, which 

themselves are subject to similar 

disclosure obligations relating to 

changes in and disagreements with 

accountants on accounting and financial 

disclosure.315

We request comment on these aspects 

of the proposal. 

116. Is it appropriate, as proposed, to 

permit RILA issuers to use the same 

approach with respect to the use of SAP 

financial statements, for purposes of 

preparing financial statements that are 

included on a registration statement on 

Form N–4, as Form N–4 currently 

provides for insurance company 

issuers? Why or why not? 

117. Would SAP financials provide 

sufficient material information for a 

RILA investor to make an informed 

investment decision? Why or why not? 

118. Why do insurance companies 

currently provide SAP financials 

instead of GAAP financials in their 

Form N–4 registration statements when 

permitted to do so? Do SAP financials 

currently provide sufficient material 

information for a variable annuity 

investor to make an informed 

investment decision? 

119. Should we require the proposed 

items relating to changes in accountants 

for RILAs? If so, should we also require 

these items for all Form N–4 filers? If 

the information called for in Item 304 of 

Regulation S–K is required, is it 

appropriately placed in the SAI? 

E. Filing and Prospectus Delivery Rules 

1. Fee Payment Method and 

Amendments to Form 24F–2 

We are proposing to require insurance 

companies to pay securities registration 

fees relating to RILA offerings using the 

same method used for variable 

annuities.316 Specifically, issuers 

registering the offerings of RILAs on 

amended Form N–4 would be deemed 

to be registering an indeterminate 

amount of securities upon effectiveness 

of the registration statement.317 These 

issuers would then be required to pay 

registration fees annually based on their 

net sales of these securities, no later 

than 90 days after the issuer’s fiscal year 

ends, on the form that is used by 

registered separate accounts to pay 

securities registration fees relating to 

variable annuities (Form 24F–2).318 We 

are further proposing to specify the 

calculation method for paying securities 

registration fees for RILA offerings, 

consistent with the fee calculation 

methodology that applies to variable 

annuities.319 We are also proposing 

amendments to Form 24F–2 to specify 

when issuers can take credits for RILA 

redemptions that pre-date their use of 

that form and when expiring annuity 

contracts are rolled over into a new 

crediting period, as well as other nonsubstantive and conforming 

amendments.320


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Commission’s website; (5) correct the website 

linked in current Instruction D.1; and (6) remove 

the estimated Paperwork Reduction Act burden 

cited in current Instruction F as extraneous in light 

of the OMB approval box that contains information 

on this topic. 321 In general, issuers today—including insurance 

companies issuing securities relating to RILA 

offerings—are required under the Securities Act to 

pay a registration fee to the Commission at the time 

of filing a registration statement. See sections 

6(b)(1) (requiring applicants to pay a fee to the 

Commission at the time of filing a registration 

statement) and (c) (providing that a registration 

statement shall not be deemed to have taken place 

without payment of a registration fee) of the 

Securities Act [15 U.S.C. 77f(b)(1) and (c)]. This 

means they pay registration fees at the time they 

register the offering of securities, regardless of when 

(or if) they sell them. In addition, although wellknown seasoned issuers have additional flexibility 

in paying filing fees, none of the insurance 

companies that issue securities relating to RILA 

offerings currently claim status as a well-known 

seasoned issuer. See supra footnote 21. 

322See 15 U.S.C. 80a–24(f). 

323See id.; Form 24F–2. 

324For combination products, each issuer of 

securities under the product (e.g., the separate 

account for the variable option and the insurance 

company for the index-linked option) would file a 

separate Form 24F–2 relating to the payment of 

registration fees for its respective securities offered 

under the product. 

325As part of the proposed amendments to Form 

24F–2, RILA issuers would be required to include 

the value of any expiring annuity contract or indexlinked option that is rolled over into a new 

crediting period in its calculation of the aggregate 

sale price of securities sold during the fiscal year. 

RILA issuers further would be required to report 

such contracts or options as a redemption. This 

would result in zero net sales being reported in this 

situation. See proposed instruction C.4 to Form 

24F–2. 

326See 17 CFR 230.457(p). To facilitate the 

transition to calculating fees on an annual net basis 

and filing Form 24F–2, a RILA’s fee calculation 

should exclude excess securities that were 

registered under its last registration statement that 

remain unsold prior to the effectiveness of any final 

rule. See proposed instruction C.5 to Form 24F–2. 

This would be so that a filing fee is not charged 

twice for the same securities being registered. 

327See generally Closed-End Fund Offering 

Reform Adopting Release at n.348. 

328See Registration Under the Securities Act of 

1933 of Certain Investment Company Securities, 

Investment Company Act Release No. 22815 (Sep. 

10, 1997) [62 FR 47934 (Sep. 12, 1997)] at n.9. 

329 In addition to RILA issuers, interval funds 

have been able to use Form 24F–2 since Aug. 1, 

2021 (the effective date of rule 24f–2 as applied to 

interval funds), so these funds likewise would only 

be able to take credit for non-claimed prior 

redemptions since that date. 

Currently, insurance companies, like 

most issuers, register a specific amount 

of securities when registering RILAs and 

are required to pay a registration fee for 

those securities to the Commission at 

the time of filing a registration statement 

on Form S–1 or S–3.321 In contrast, the 

Investment Company Act provides that 

certain registered investment 

companies, including the variable 

annuity separate accounts that file on 

Form N–4, are deemed to have 

registered an indefinite amount of 

securities upon the effective date of 

their registration statement.322 Instead 

of paying registration fees at the time of 

filing a registration statement, registered 

separate accounts pay registration fees 

in arrears based on their net issuance of 

securities, no later than 90 days after the 

issuer’s fiscal year end, on Form 24F– 

2.323 As a result, RILA issuers must 

currently ensure that they do not 

inadvertently sell more securities than 

they have registered, however this is not 

a concern in relation to variable 

annuities. Further, RILA issuers pay fees 

at effectiveness on Forms S–1 or S–3 for 

the securities being registered, while 

registered separate accounts do not pay 

a fee at effectiveness on Form N–4 but 

rather pay fees annually on Form 24F– 

2 on the net sales of securities that year. 

Consistent with the other elements of 

this proposal, these proposed 

amendments are designed to require 

insurance companies to use the same 

framework to pay securities registration 

fees for RILAs that they do for variable 

annuities. Insurance companies offer 

RILAs in a manner substantially similar 

to variable annuities and would 

similarly benefit from paying 

registration fees on an annual net basis 

and from registering offerings of an 

indeterminate number of securities. The 

proposed amendments would provide 

registration fee payment parity for an 

insurance company that may offer one 

or more related insurance products, 

including index-linked options offered 

as part of combination annuity 

contracts.324 Requiring insurance 

companies to pay registration fees for 

securities relating to RILA offerings on 

Form 24F–2 would therefore be efficient 

for insurance companies. This approach 

would eliminate the risk that a RILA 

issuer may inadvertently oversell 

securities with respect to a registration 

statement on Form N–4, and the 

payment of fees on an annual net basis 

furthermore should lead to a reduction 

in overall filing fees relating to 

RILAs.325 Further, by requiring RILA 

and variable annuity offerings to use the 

same form and payment method, this 

process also would be efficient for the 

Commission. 

The proposed fee calculation method 

is also consistent with the continuous 

offering of RILAs to investors. These 

investors may make additional 

allocations or other investment 

decisions over time with respect to an 

investment in a RILA. One effect of this 

is that RILA issuers, unlike other Form 

S–1 or S–3 issuers, may have increased 

difficulty in using the filing fees 

associated with unsold securities of a 

particular RILA offering to offset the 

filing fees due for a subsequent 

registration statement. This is because 

many RILA issuers are not easily able to 

terminate a RILA offering, a necessary 

step to recoup fees paid on unsold 

securities for use in a separate RILA 

offering.326

We are also proposing amendments to 

Form 24F–2 that would indicate when 

RILA issuers can take credits for 

redemptions of securities not claimed in 

a prior fiscal year (‘‘non-claimed prior 

redemptions’’). Typically, issuers that 

file Form 24F–2 can take credit for these 

redemptions to offset some of the 

purchases being reported for the current 

fiscal year. This is only intended to be 

available for non-claimed prior 

redemptions that had occurred since the 

use of the form (and the payment of 

registration fees on an annual net basis) 

was available to the issuer.327 The form, 

however, includes a legacy instruction 

for any non-claimed redemptions in a 

prior fiscal year that ends no earlier 

than October 11, 1995. This specific 

date is related to the timing of open-end 

funds’ and unit investment trusts’ 

transition to Form 24F–2.328 With the 

addition of RILAs to this form, we are 

removing the reference to October 11, 

1995 in Item 5(iii) of Form 24F–2 and 

amending the related instructions so 

that it is clear that issuers will only be 

able to take credit for non-claimed prior 

redemptions that occur on or after the 

date the issuer became eligible to use 

the form, which for RILA issuers would 

be the effective date of the proposed 

amendments, if adopted.329

We request comment on the proposed 

fee payment methodology for RILAs and 

the proposed amendments to Form 24F– 

2. 

120. Is it appropriate to require RILA 

issuers to pay registration fees in arrears 

for the registration of securities? Would 

the process be more efficient for 

insurance companies than the current 

registration fee processes used by RILA 

issuers? If not, what is the appropriate 

manner in which RILA issuers should 

pay registration fees? For example, 

should we instead amend Form N–4 to 

permit or require the payment of fees on 

that form for RILA issuers at the time 

the issuer files the registration 

statement, consistent with insurance 

companies’ current practices when 

paying registration fees for securities 

offerings registered on Forms S–1 and 

S–3? 

121. Instead of requiring RILA issuers 

to pay registration fees in arrears as 

proposed, should we permit RILA 

issuers to choose whether to take this 

treatment or use some other registration 

fee system? 


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330See rule 485(b). 

331Consistent with this change, we are also 

proposing corresponding changes to (1) rule 424(f) 

to specify that RILA issuers must use rule 497 

rather than rule 424 when filing prospectuses and 

prospectus supplements, and (2) rule 415(b) to 

exempt RILA offerings from the requirements of 

paragraph (a) of that rule consistent with the 

treatment of variable annuity separate accounts. 

332See, e.g., section 10(a)(3) of the Securities Act 

[15 U.S.C. 77j(a)(3)]. 

333See rule 485(b)(1)(i). Material post-effective 

amendments, however, are not immediately 

effective. See rule 485(a). 

334See, e.g., section 10(a)(3) of the Securities Act; 

rule 415(a); Item 512 of Regulation S–K. 

335Under Form S–3, the section 10(a)(3) update 

need not be made through a post-effective 

amendment. Rather, under this form, the section 

10(a)(3) update generally occurs when the issuer 

files its annual report on Form 10–K containing the 

issuer’s audited financial statements for its most 

recently completed fiscal year. 

336See rule 462(d) and (e). For example, this rule 

provides that a post-effective amendment that seeks 

only to add exhibits to a registration statement 

would be effective upon filing. In addition, 

although a well-known seasoned issuer is permitted 

to file a post-effective amendment to an automatic 

shelf registration statement with immediate 

effectiveness, none of the insurance companies 

currently offering RILAs currently claims status as 

a well-known seasoned issuer. 

337See 15 U.S.C. 77h; 17 CFR 229.501(a); 17 CFR 

230.473. See also supra footnote 335 (describing the 

Form S–3 post-effective amendment process). 

338See rule 424(a); rule 497. 

122. Is the proposed calculation 

methodology appropriate for RILAs? If 

not, what aspects of the methodology 

should be changed and why? 

123. Is it appropriate to have RILA 

issuers file Form 24F–2 for this purpose, 

or should we instead have RILA issuers 

file a prospectus pursuant to rule 424(i), 

consistent with the treatment of 

exchange-traded vehicle securities 

under rule 456(d)? 

124. Are the proposed amendments to 

Form 24F–2 appropriate? Should we 

tailor Form 24F–2 to RILAs in other 

ways? Are the proposed amendments 

clear as to how a RILA issuer would use 

that form? Are there any other 

clarifications we should offer? 

125. Should we, as proposed, require 

separate Form 24F–2 filings for indexlinked options and variable options that 

are offered as investment options in 

combination contracts? If not, how can 

we amend Form 24F–2 and rules 456 

and 457 to accommodate combination 

contracts, given different legal entities 

are issuing the securities associated 

with different types of investment 

options? 

126. Are the proposed amendments to 

rule 456 and 457 sufficiently clear as to 

how RILA issuers should calculate and 

pay the registration fees for securities 

relating to RILA offerings? Should we 

amend the rules further to provide more 

clarity? 

127. The proposed amendments to 

rule 456 and Form 24F–2 provide 

procedures for how to address a merger 

or the cessation of operations of the 

issuer, which in the RILA context is the 

insurance company issuing the RILA. 

Are these provisions necessary for RILA 

issuers? Should these instructions 

instead address the cessation or merger 

of the particular RILA being reported? 

128. Do commenters agree with the 

proposed requirements for how to 

address non-claimed prior redemptions? 

Why or why not? 

129. Are there any other 

considerations or changes we should 

make to facilitate requiring RILA issuers 

to pay registration fees in arrears, either 

regarding securities already registered 

by RILA issuers or for some other 

reason? 

2. Post-Effective Amendments and 

Prospectus Supplements 

To facilitate the registration of RILA 

offerings on Form N–4 and consistent 

with the other elements of this proposal, 

we are proposing amendments to 

require RILA issuers to use the same 

framework for filing post-effective 

amendments to the registration 

statement that other issuers on Form N– 

4 currently use. Specifically, the 

proposal would amend rule 485 to 

require RILA issuers to use that rule 

when amending RILA registration 

statements on Form N–4. This change 

would permit RILA issuers to file posteffective amendments that become 

automatically effective under rule 485(a) 

after a specified period of time after the 

filing or, in certain enumerated 

circumstances, immediately effective 

under rule 485(b).330 In addition, we are 

also proposing amendments that would 

require RILA issuers to apply rule 497 

under the Securities Act when 

appropriate to file RILA prospectuses 

and prospectus supplements with the 

Commission.331 These amendments are 

intended to facilitate a uniform posteffective amendment and prospectus 

filing framework for issuers on Form N– 

4 and should provide increased 

efficiencies for RILA issuers and 

Commission staff by applying consistent 

procedures for all security offerings 

registered on Form N–4. 

Our rules currently provide different 

processes for RILA issuers on Forms S– 

1 and S–3 and current issuers on Form 

N–4 to update and keep current a 

registration statement or prospectus. 

Form N–4 is used by separate accounts 

that are unit investment trusts that offer 

variable contracts to register their 

securities under the Investment 

Company Act and to register an 

indefinite amount of continuously-sold 

securities under the Securities Act. 

Therefore, these issuers have a system of 

updating their disclosures that 

facilitates that structure. Issuers on 

Form N–4 typically update their 

registration statements annually through 

a post-effective amendment filed in 

accordance with rule 485 in order to, 

among other things, comply with 

Securities Act requirements.332 Rule 

485(b) provides for the immediate 

effectiveness of many of the routine 

updates that issuers on Form N–4 may 

make over the course of a continuous, 

long-term offering, for example, those 

amendments filed for no purpose other 

than to bring the financial statements up 

to date under section 10(a)(3) of the 

Securities Act.333 These issuers also file 

forms of prospectuses used in their 

offerings through rule 497 and can 

supplement their prospectuses, also 

known as ‘‘stickering,’’ to reflect certain 

changes to the information disclosed by 

making a filing with the Commission in 

accordance with rule 497. 

Conversely, RILA issuers currently 

follow the processes operating 

companies use to update their 

registrations statements. Operating 

companies that are engaged in a 

continuous offering of securities, like 

RILA issuers, are similarly required to 

update their registration statement each 

year and may update their registration 

statement for changes other than to 

bring the financial statements up to 

date.334 For RILAs whose offerings are 

registered on Form S–1, these updates 

typically occur through a post-effective 

amendment.335 Rule 462 currently 

provides RILA issuers with a limited set 

of circumstances, none of which are 

specific or generally relevant to RILA 

offerings, in which a post-effective 

amendment to a registration statement is 

effective upon filing.336 Rather, when a 

RILA issuer seeks to update a RILA 

registration statement on Form S–1, the 

issuer must file a post-effective 

amendment that is typically declared 

effective by Commission staff acting 

pursuant to delegated authority.337

In addition to differences in the posteffective amendment process, RILA 

issuers also follow different processes to 

file prospectuses than current Form N– 

4 filers, relying on rule 424 rather than 

rule 497. Although these rules provide 

for similar processes, there are certain 

differences. For example, rule 424 

requires an issuer to file a prospectus 

only if the issuer makes substantive 

changes or additions to a previouslyfiled prospectus, whereas rule 497 

requires funds to file every prospectus 

that varies from any previously-filed 

prospectus.338 Accordingly, under the 

proposed amendments, a RILA issuer 


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339See proposed rule 497(e). 

340See rule 424(b). 

341See proposed rule 415(b). 

342See proposed rule 485. 

343See Rule 172(b) and (c); see also Offering 

Reform Release at n.561 and accompanying text. 

344 Id. at section VI.B.1.b. 

345See section 2(a)(10) of the Securities Act 

(providing, in part, that a communication sent or 

given after the effective date of the registration 

statement shall not be deemed a prospectus if it is 

proved that prior to or at the same time with such 

communication a written prospectus meeting the 

requirements of section 10(a) was sent or given to 

the person to whom the communication was made). 

See also Offering Reform Release at n.561 (stating 

that a final prospectus only filed as provided in rule 

172 will not be considered to be sent or given prior 

to or with a written offer within the meaning of this 

clause of section 2(a)(10)). 

would be required to file every 

prospectus relating to a RILA offering 

that varies in form from a previously 

filed prospectus before it is first used.339

This approach would provide a publicly 

accessible, usable database of current 

RILA prospectuses which would also 

assist the Commission in conducting its 

regulatory functions. In addition, rule 

424 includes provisions related to 

continuous or delayed securities 

offering under rule 415.340 However, in 

light of the proposed amendments to the 

RILA registration framework, these 

provisions would no longer be 

applicable to RILAs.341

Consistent with the other elements of 

this proposal, the proposed 

amendments are designed to provide 

parity between RILAs and other 

annuities registered on Form N–4. 

RILAs, like variable annuities, are 

longer-term investment products that 

are continuously offered and must 

maintain a current registration 

statement and up-to-date prospectus for 

new investors as well as for existing 

investors that may be able to make 

additional contributions or reallocate 

assets. Accordingly, applying rule 485’s 

simplified post-effective amendment 

process is a more appropriate 

framework for RILA registration 

statements in light of their similarity to 

variable annuities. RILA registration 

statements are routinely updated over 

the course of an offering and may be 

subject to material and non-material 

amendments over the long-term nature 

of the investment product. As such, the 

proposed amendments addressing the 

post-effective amendment process for 

RILA registration statement should 

provide benefits to current RILA issuers 

using Form S–1 by reducing 

administrative complexity when 

updating financial statements included 

in a registration statement or when 

making other changes to a registration 

statement through rule 485’s provisions 

for automatic and immediate 

effectiveness.342 Requiring RILA issuers 

to rely on the simplified post-effective 

amendment process would enable these 

issuers to update their disclosures in a 

manner that complements and 

facilitates RILAs’ offering structure and 

particularly provide efficiency in the 

context of combination contracts. 

Requiring RILA issuers to rely on 

rules 485 and 497 also would provide a 

uniform post-effective amendment and 

prospectus filing framework for all 

issuers using Form N–4 and provide 

insurance companies that may offer one 

or more related insurance products, 

including index-linked options offered 

as part of combination annuity 

contracts, consistent filing requirements 

across related products. This should 

also result in enhanced efficiencies as 

these issuers would no longer be 

required to manage distinct filing 

processes for related products. In 

addition, employing the framework 

provided by rules 485 and 497 would 

provide Commission staff with an 

increased degree of administrative 

efficiency by facilitating the review of 

amendments containing material 

changes to RILA registration statements 

while permitting amendments with nonmaterial changes to become effective 

immediately. 

We request comment on the proposed 

application of rules 485 and 497 to 

RILAs. 

130. Should we require RILA issuers 

to file post-effective amendments to 

registration statements on Form N–4 

under rule 485? Are there additional 

circumstances not currently enumerated 

in the rule for which we should permit 

the immediate effectiveness of posteffective amendments? 

131. Do commenters agree that the 

current post-effective amendment 

process for RILA registration statements 

on Form S–1 may result in increased 

uncertainty and costs for RILA issuers 

than if the same issuers used the 

proposed post-effective amendment 

process under proposed rule 485 to 

amend RILA registration statements? 

Will using the process required by rule 

485 mitigate these concerns? 

132. Should we require RILA issuers 

to file prospectuses and prospectus 

supplements under rule 497 rather than 

under rule 424? If not, what is a more 

appropriate process for RILA issuers to 

file prospectuses and prospectus 

supplements given the proposed move 

of RILA registration statements to Form 

N–4? 

133. How would RILA issuers be 

affected by the requirement to file the 

exact form of prospectus under rule 497, 

given rule 424 only requires filers to file 

prospectuses that contain substantive 

changes from or additions to a 

previously filed prospectus? 

134. Are there other filing rules that 

should be amended to help facilitate the 

movement of RILA registration 

statements to Form N–4? Is so, please 

explain what rules should be amended 

and the rationale for the suggested 

changes. 

3. Prospectus Delivery 

We also propose to prohibit the use of 

rule 172 in connection with the offering 

of a RILA. Under rule 172, a final 

prospectus is deemed to precede or 

accompany a security for sale for 

purposes of Securities Act section 

5(b)(2) as long as the final prospectus 

meeting the requirements of Securities 

Act section 10(a) is filed or the issuer 

will make a good faith and reasonable 

effort to file it with the Commission as 

part of the registration statement within 

the required rule 424 prospectus filing 

timeline.343

Registered investment companies, 

including variable annuity separate 

accounts, are excluded from rule 172 

and therefore must deliver a prospectus 

to investors.344 Therefore, we are 

excluding RILA offerings from rule 172 

to ensure that investors receive a 

prospectus about these complex 

investments and because we are 

proposing to treat offerings of RILAs like 

offerings of variable annuities in other 

respects. Moreover, we understand that, 

as a practical matter, RILA issuers 

typically do not rely on rule 172 

because RILA issuers typically deliver 

prospectuses to accompany or precede 

other communications, such as annuity 

applications, in order to avoid those 

communications being offers that 

otherwise would be non-conforming 

prospectuses that violate section 5 of the 

Securities Act.345

We request comment on excluding 

RILA offerings from rule 172. 

135. Is our understanding correct that 

RILA issuers typically deliver 

prospectuses to investors to accompany 

or precede other communications, and 

thus do not rely on rule 172? If not, in 

what circumstances to RILA issuers 

typically rely on rule 172? Is there any 

reason we should permit RILA issuers to 

rely on rule 172 even though issuers 

cannot rely on the rule for other 

offerings registered on Form N–4? 

F. Materially Misleading Statements in 

RILA Sales Literature 

We are proposing to amend rule 156 

to make its provisions applicable to 

RILA sales literature. Under the Federal 

securities laws applicable to all 

securities (including RILA offerings), it 


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346See 15 U.S.C. 77q(a); 15 U.S.C. 78j(b); 17 CFR 

240.10b–5. 

347See Mutual Fund Sales Literature Interpretive 

Rule, Investment Company Act Release No. 10915 

(Oct. 26, 1979); [44 FR 64070 (Nov. 6, 1979)] (‘‘Rule 

156 Release’’). 

348See rule 156(b). 

349See, e.g., Rule 156 Release (Rule 156 is 

‘‘intended to highlight general areas which, based 

on the Commission’s regulatory experience with 

investment company sales literature, had proven to 

be particularly susceptible to misleading 

statements’’). 

350 Insurance companies may apply a contract 

adjustment to the investors’ account when an 

investor annuitizes or takes advantage of benefits 

like ‘‘free withdrawal’’ provisions (that typically 

permit investors to withdraw up to 10% of the 

contract value each year without paying a surrender 

charge), death benefits, systemic withdrawals, and 

guaranteed benefits. See The Design and Regulatory 

Framework of Registered Index-Linked Annuities, 

ALI CLE Conference on Life Insurance Products 

2022 (‘‘It is important to note that interim value 

adjustments may apply to surrenders and all types 

of ‘withdrawals,’ such as free look payments; 

annuitization; death benefit payments; deductions 

for third party advisory fees; systemic withdrawals; 

and even income payments under guaranteed 

benefit riders.’’) 

is unlawful for any person to use 

materially misleading communications 

in connection with the offer or sale of 

any security.346 Rule 156 does not 

prohibit or permit any particular 

representations or presentation, rather it 

is an interpretive rule that provides 

factors to be weighed in considering 

whether a statement involving a 

material fact is or might be misleading 

in the specific context of investment 

company sales literature for purposes of 

the Federal securities laws, including 

sales literature relating to the sale of 

variable annuities. Applying this rule to 

RILA sales literature is consistent with 

the RILA Act in that it would provide 

RILA issuers guidance on ways to avoid 

presenting investors with materially 

misleading advertisements, which 

should help ensure that investors 

receive the information necessary to 

make informed decisions about these 

products.347

Rule 156 provides guidance on 

whether a statement involving a 

material fact is misleading in sales 

literature, depending on an evaluation 

of the context in which it is made, with 

the rule providing four non-exhaustive 

factors to guide in this determination.348

While these factors have some relevance 

to the marketing of all securities, 

similarities between variable annuities 

and RILAs (as to how and to whom they 

are marketed), make the extension of 

rule 156 to RILAs particularly 

appropriate. Like investment company 

sales literature generally (and variable 

annuity marketing materials 

particularly), RILA advertisements 

discuss complex investment features, 

and RILA issuers should benefit from 

rule 156’s contextual analysis in 

considering whether a particular 

representation is materially misleading. 

Thus, the proposed amendments to rule 

156 would help address these concerns 

by focusing attention to specific areas of 

RILA sales literature that we have 

identified as being particularly 

susceptible to misleading statements.349

Commission staff have reviewed RILA 

advertisements to better understand 

how insurance companies market these 

products to investors. As part of this 

review, and based upon prior 

experience reviewing RILA registration 

statements, the staff identified common 

RILA marketing approaches that could 

benefit from rule 156’s guidance about 

advertising statements that could be 

misleading under the Federal securities 

laws without appropriate context. 

For example, in the sales literature 

reviewed by the staff, insurance 

companies typically marketed RILAs as 

growth products based primarily on the 

linkage to an underlying index. Current 

rule 156(b)(1)(ii) provides that a 

statement could be misleading because 

of ‘‘[t]he absence of explanations, 

qualifications, limitations or other 

statements necessary or appropriate to 

make such statement not misleading.’’ 

Thus, if rule 156 were applied to RILAs 

as proposed, rule 156 would assist 

insurance companies in considering 

whether representations about a RILA as 

a growth product would require 

qualification in light of particular RILA 

features, such as the existence and 

extent of any limitations on upside 

index performance. Representations that 

highlight downside protections of a 

RILA could similarly be misleading 

without the context of the cost or 

limitation of those protections (e.g., 

upside limitations). The same analysis 

would apply to representations that tout 

customization without discussing the 

trade-offs associated with that 

customization (e.g., long lock-up 

periods to get the best rates or having to 

experience a contract adjustment when 

making a change), or fail to explain that 

the insurance company has reserved the 

right to change or remove key features 

of the contract while surrender charges 

still apply. If RILA sales literature 

discussed these aspects of the contract 

without adequately explaining these 

limitations or the insurer’s discretion to 

alter key features, that omission could 

make the advertisement misleading. 

Accordingly, the application of rule 

156(b)(1)(ii) to RILA sales literature 

would require an insurance company to 

consider whether an advertisement 

would be materially misleading if it 

suggests a given RILA is a lossavoidance vehicle or a customizable 

product in the absence of qualifying 

explanations or statements. Similarly, if 

sales literature advertises a particular 

feature of the product’s bounded return 

structure (including, e.g., a specified 

index; an upside feature such as a 

particular ‘‘cap rate’’ or ‘‘participation 

rate’’; or a downside feature such as a 

‘‘floor’’ or ‘‘buffer’’) that is not available 

for the life of the product or the full 

term of any surrender charge period, the 

rule would require consideration of 

whether the statement is misleading 

without providing additional context as 

to the insurer’s discretion. 

As another example, current rule 

156(b)(4) provides that 

‘‘[r]epresentations about fees or 

expenses associated with an investment 

in a fund could be misleading because 

of statements or omissions made 

involving a material fact, including 

situations where portrayals of the fees 

and expenses associated with an 

investment in the fund omit 

explanations, qualifications, limitations, 

or other statements necessary or 

appropriate to make the portrayals not 

misleading.’’ While RILA investors are 

not typically charged direct ongoing fees 

or expenses, RILAs do typically limit an 

investor’s ability to participate in upside 

performance, and charges like contract 

adjustments can impose costs upon 

highlighted features such as guaranteed 

benefits. In the context of RILA sales 

literature, the proposed application of 

this provision of rule 156 to RILA 

advertisements would require 

consideration about whether 

representations or portrayals either of a 

RILA’s costs or charges (e.g., advertising 

implying that a RILA had low costs or 

no ongoing charges), or optional benefits 

that are subject to a contract adjustment, 

would necessitate qualifying statements 

or explanations regarding the costs or 

tradeoffs to the investor to receive an 

advertised benefit or those generally 

associated with the RILA.350

Lastly, current rule 156(b)(2)(i) states 

that ‘‘[r]epresentations about past or 

future investment performance could be 

misleading because of statements or 

omissions made involving a material 

fact, including situations where: 

[p]ortrayals of past income, gain, or 

growth of assets convey an impression 

of the net investment results achieved 

by an actual or hypothetical investment 

which would not be justified under the 

circumstances, including portrayals that 

omit explanations, qualifications, 

limitations, or other statements 

necessary or appropriate to make the 

portrayals not misleading.’’ In the 

context of RILA advertising, the 


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351See rule 156(b)(1)(ii) (statement can be 

misleading because of ‘‘absence of explanations, 

qualifications, limitations or other statements 

necessary or appropriate to make such statement 

not misleading’’). 

352See, e.g., OIAD Report at Section 3, Comparing 

RILA Features, Variations in Term Length and 

Simulated Returns; Section 7, Conclusions, 

Implications of the Research: The Economics of 

RILAs. 

353See Amendments to Investment Company 

Advertising Rules, Investment Company Act 

Release No. 26195 (Sept. 29, 2003) [68 FR 57760 

(Oct. 6, 2003)] (‘‘482 Amendment Release’’). 354See id. 355See 17 CFR 230.433(b)(2). 356As a result, RILA sales literature, as ‘‘free 

writing’’ prospectuses, would continue to be subject 

to 17 CFR 230.164 and 17 CFR 230.433, as well as 

any other applicable rule that permits a 

communication notwithstanding the ‘‘gun jumping’’ 

provisions of the Securities Act. 

proposed provision would require 

consideration of whether illustrations 

about the operation of a RILA or its 

features could be misleading because, 

for example, they use assumptions (such 

as limits on gains or index performance 

that includes dividends whereas the 

RILA’s index does not include 

dividends) that are not currently offered 

or exceed what could be reasonably 

anticipated or use ‘‘cherry picked’’ data. 

Including historical index performance 

in an advertisement also would mislead 

investors if, for example, it suggested 

that the performance shown is 

predictive of future performance of the 

index or a RILA. On the other hand, 

using the index’s historical performance 

to illustrate how a RILA works in a fair 

and balanced way (e.g., by showing 

index performance relative to 

representative limits on gains and 

losses, as some RILA advertisements 

currently do) would be consistent with 

the proposed extension of rule 156 to 

RILA advertisements, assuming those 

advertisements otherwise include 

appropriate caveats to ensure that the 

illustrations are not misleading.351

Moreover, our preliminary view is that 

purporting to show the historical 

performance of the RILA or any 

particular index-linked option itself 

would generally be materially 

misleading. This is because the terms of 

a RILA investment, such as limits on 

gains, change frequently, making past 

performance irrelevant to current 

investors who are not able to utilize 

those past rates in current market 

conditions. In addition, to the extent 

that a RILA is using a point-to-point 

crediting method, that RILA’s return to 

an investor would be particularly 

sensitive to the specific date the 

investor purchased the RILA and when 

the crediting period ends for the indexlinked option chosen by the investor.352

This further increases the likelihood of 

a current investor’s investment 

experience deviating from the historical 

performance of a given RILA, even 

when that RILA had similar terms to 

those currently offered. Our 

understanding is that insurance 

companies do not currently advertise 

the historical performance of the RILA 

or any particular index-linked option 

itself. 

In addition to rule 156, 

advertisements and sales literature for 

existing N–4 issuers is subject to 17 CFR 

230.482 (‘‘rule 482’’). Rule 482 requires, 

among other things, enhanced 

disclosures in investment company and 

business development company 

advertisements designed to convey 

balanced information to prospective 

investors, particularly with respect to 

standardizing representations of a 

fund’s past performance.353 These 

provisions were introduced as a result 

of the Commission’s experience with 

fund advertisements that were creating 

unrealistic or misleading expectations 

through representations regarding past 

performance.354 Accordingly, rule 482 

now permits funds to use performance 

data in their advertisements, but only 

according to standardized 

methodologies set forth in the rule. 

Unlike the rules applicable to most 

RILAs, rule 482 also permits registered 

investment companies and business 

development companies to provide 

advertisements and sales literature to 

investors without it being accompanied 

or preceded by a statutory 

prospectus.355

While not required by the RILA Act, 

we nevertheless considered whether 

RILA advertising might raise similar 

concerns that would justify amending 

rule 482 to include RILAs. As explained 

below, we have not yet seen sufficient 

evidence to support an expansion of 

rule 482 to RILAs at this time, though 

we acknowledge such concerns may 

develop in the future.356 This 

conclusion largely follows from the 

rule’s standardized performance data 

requirements, which do not align with 

current practices in RILA 

advertisements. While variable annuity 

marketing materials frequently utilize 

standardized performance returns, this 

is not the case with RILA 

advertisements. Rather than relying on 

past performance, insurance companies 

typically market RILAs on other bases 

that are less amenable to standardized 

performance metrics, for example 

highlighting that these are flexible 

products whose features can be 

customized to fit a particular investor’s 

needs. RILA advertising also typically 

does not attempt to utilize past 

performance, suggesting there is neither 

a need for rules prescribing RILAspecific past performance metrics, nor 

sufficient experience to inform the 

development of such metrics. For these 

reasons, we would not change rule 482 

to include RILAs. 

We request comment on the proposed 

application of rule 156 to RILAs and our 

proposal not to amend rule 482 to 

include RILAs. 

136. Would the application of rule 

156 to RILA sales literature help to 

prevent or address material 

misstatements in those 

communications? Is there any other 

action we should take to address this 

concern? 

137. Are there differences between 

variable annuities and RILAs that would 

justify not extending rule 156 to RILA 

sales literature as proposed? 

138. Instead of extending rule 156 to 

RILAs, should we create a new rule that 

specifically and solely deals with 

materially misleading information in 

RILA sales literature? If so, what is it 

about RILAs that necessitates a RILAspecific rule about materially 

misleading sales literature, and what 

particular areas or topics should we 

address in a RILA-specific sales 

literature rule? 

139. Do commenters agree with the 

contextual concerns highlighted above 

with regards to the representations 

typically used in RILA sales literature? 

Are there other claims or suggestions in 

RILA sales literature that insurance 

companies use that we should be 

concerned about? 

140. Do insurance companies 

currently utilize any performance 

metrics in RILA advertisements? Why 

do insurance companies not currently 

utilize past performance in RILA sales 

literature to the same extent as variable 

annuity advertisements? Is there a way 

to standardize RILA past performance 

information? Is there a way to view 

RILA past performance information as 

other than as materially misleading? 

141. Do commenters agree that 

advertising the historical performance of 

a RILA or any particular index-linked 

option would be misleading in light of 

the customized nature of RILA contracts 

and the pace at which the RILA features 

that determine RILA performance are 

subject to change? 

142. Are there benefits to investors in 

amending rule 482 to include RILA 

advertising materials? If so, how should 

it be amended? How would we address 

past performance metrics for a RILA in 

light of the customized nature of RILAs 

and the changing nature of RILA 

features? 


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357Rule 3–13 provides, in part, that the 

‘‘Commission may, upon the informal written 

request of the registrant, and where consistent with 

the protection of investors, permit the omission of 

one or more of the financial statements herein 

required or the filing in substitution therefor of 

appropriate statements of comparable character.’’ 

We would not be rescinding exemptions provided 

in any of the letters outlined below provided with 

respect to non-RILA insurance products because 

they are not affected by this rulemaking. 

358Registered MVAs are securities because the 

MVA feature imposes certain investment risks on 

purchasers. See Section 3(a)(8) of the Securities Act 

and 17 CFR 230.151; see also SEC v. Variable 

Annuity Life Insurance Co. of America, 359 U.S. 65, 

77 (1959). 

359See, e.g., proposed General Instruction B.1 of 

Form N–4. 

143. Should we permit insurance 

companies to provide RILA sales 

literature to investors without being 

accompanied or preceded by a summary 

or statutory prospectus as variable 

annuities do? How would insurance 

companies be able to present such a 

complex product to investors in a way 

that they can understand? 

G. Existing Commission Letters 

Certain Commission letters, or 

portions thereof, exempting insurance 

companies from the requirement to 

provide financial statements prepared in 

accordance with GAAP in connection 

with the registration of an offering of 

RILAs on Form S–1 based on the 

authority provided in 17 CFR 210.3–13 

(‘‘3–13 Exemptions’’) would be 

withdrawn or rescinded in connection 

with any adoption of this proposal in 

light of the proposed change to permit 

RILAs to provide SAP financial 

statements on amended Form N–4 in the 

same way that other insurance 

companies are permitted to do so on 

current Form N–4.357 Following the 

compliance date of any final rule, some 

letters, or portions thereof, would be 

moot, superseded, or otherwise 

inconsistent with the final rule and, 

therefore, would be withdrawn or 

rescinded. If commenters believe that 

additional Commission letters or other 

actions, or portions thereof, should be 

withdrawn or rescinded, they should 

identify the letter or guidance, state why 

it is relevant to the proposal, how it or 

any specific portion thereof should be 

treated, and the reason therefor. Based 

on the proposal, 3–13 Exemptions that 

would be withdrawn or rescinded 

would include, but would not 

necessarily be limited to, all of the 3– 

13 Exemptions listed below. 

TABLE 8—EXISTING COMMISSION LETTERS

Name Date 

Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York .................. 9/28/2018 

Athene Annuity and Life Company ................................................................................................................................................ 9/28/2018 

Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York ...................................... 9/28/2018 

MONY Life Insurance Company of America ................................................................................................................................. 3/7/2019 

Symetra Life Insurance Company and First Symetra National Life Insurance Company of New York ....................................... 8/8/2019 

Forethought Life insurance Company ........................................................................................................................................... 10/17/2019 

Nationwide Life Insurance Company ............................................................................................................................................. 10/17/2019 

Minnesota Life Insurance Co ......................................................................................................................................................... 6/11/2020 

MEMBERS Life Insurance Co ....................................................................................................................................................... 11/6/2020 

Transamerica Life Insurance Company and Transamerica Financial Life Insurance Company .................................................. 2/11/2021 

Midland National Life Insurance Company ................................................................................................................................... 8/12/2021 

Protective Life Insurance Company and Protective Life and Annuity Insurance Company ......................................................... 10/14/2022 

Everlake Life Insurance Company ................................................................................................................................................ 10/21/2022 

Fidelity & Guaranty Life Insurance Company and Fidelity & Guaranty Life Insurance Company of New York .......................... 3/17/2023 

Delaware Life Insurance Company and Gainbridge life Insurance Company .............................................................................. 4/28/2023 

We request comment on the proposed 

recessions. 

144. Are there any other Commission 

letters or actions that should be 

rescinded or withdrawn if the proposal 

is adopted? 

145. Are there any staff letters or 

guidance pieces that would be moot, 

superseded, or otherwise inconsistent 

with the final rule? 

146. In a future rulemaking, should 

we consider codification of any 3–13 

Exemptions that have been granted to 

other insurance products? If so, what 

considerations should the Commission 

consider in doing so? 

H. Registered Market-Value Adjustment 

Annuities 

In addition to RILAs, there are other 

non-investment company insurance 

products that are securities under the 

Federal securities laws. Like RILAs, 

offerings of these securities are currently 

registered by insurance companies on 

Forms S–1 or S–3. For example, some 

annuity contracts that offer fixed 

investment options and apply marketvalue adjustment annuities (‘‘MVAs’’) to 

amounts withdrawn from such fixed 

options before the end of the fixed 

option’s term (e.g., due to contract 

withdrawals, transfers to other 

investment options, and annuitization) 

are required to register the MVA with 

the Commission (‘‘registered 

MVAs’’).358 For these annuities, fixed 

options are either offered on their own 

or in a combination contract with 

variable options. Like RILAs, a 

significant feature of a registered MVA 

is the contract adjustment. 

Because RILAs and registered MVAs 

differ only with respect to the manner 

in which interest is calculated and 

credited, many of the disclosures we are 

proposing for RILAs on Form N–4 

would also be appropriate for registered 

MVAs. This is particularly true of the 

proposed disclosures relating to the 

operation of contract adjustments, given 

their importance in both a RILA and a 

registered MVA. 

We are not proposing to require 

insurance companies to register 

offerings of registered MVAs on Form 

N–4 at this time because the RILA Act 

does not address these securities and 

imposes specific timelines for the 

Commission both to propose rules and 

to adopt final rules. We request 

comment below, however, on whether 

we should also require insurance 

companies to register offerings of 

registered MVAs on Form N–4. To help 

commenters evaluate these requests for 

comment, we also have analyzed the 

changes to Form N–4 we believe would 

be necessary to accommodate offerings 

of these securities: 

• Adding registered MVAs to the list 

of permissible uses of Form N–4 on the 

facing page and general instructions; 359

• Adjusting the definition of 

‘‘Contract Adjustment’’ in the form to 


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360See proposed Item 6(e)(2) of Form N–4. 

361See proposed Item 7(e) of Form N–4. 

362See proposed Item 17(c) of Form N–4. 

363See proposed Item 26(c) of Form N–4. As with 

RILAs, if insurance companies were required to use 

Form N–4 for registered MVAs, they would also be 

permitted to use SAP in registered MVA registration 

statements to the same degree as other Form N–4 

filers. See supra section II.D. If we were to do this, 

3–13 Exemptions provided in connection with 

registered MVAs would be withdrawn or rescinded 

for the reasons discussed in section II.G above. 

364See proposed Item 31A of Form N–4. 

365See proposed Items 27(q) and 34(b) of Form 

N–4. 

366See supra sections II.C, E, and F. 

367This definition mirrors that of ‘‘registered 

index-linked annuity’’ we are proposing to add to 

rule 405 for RILAs, other than the last provision 

which borrows from the definition of ‘‘contract 

adjustment’’ we are proposing to add to Form N– 

4. We could also consider creating a defined term 

in rule 405 that combines both the RILA and 

registered market-value adjusted annuity 

definitions for simplicity. 

368See supra section II.B.9. 

369Facilitating Capital Formation and Expanding 

Investment Opportunities by Improving Access to 

Capital in Private Markets, Investment Company 

Act Release No. 34082 (Nov. 2, 2020) [86 FR 3496 

(Jan. 14, 2021)]. 

370See Exempt Offering Framework Adopting 

Release at amendatory instructions 50 and 51; see 

also VASP Adopting Release at section II.C.4 (Table 

6). 

371This compliance period would apply for all of 

the amendments in this release other than the 

technical amendment to Form N–6 discussed in 

section II.I supra. 

account for investment options beyond 

index-linked options; 

• In the discussion of how interest is 

calculated for the contract’s fixed 

options in the description of the 

insurance company, registered separate 

account, and investment options, 

requiring: (1) a statement that an 

investor could lose a significant amount 

of money due to the contract adjustment 

if amounts are removed from a fixed 

option prior to the end of its term, (2) 

a description of the transactions subject 

to a contract adjustment with crossreferences to the related disclosure in 

the prospectus, and (3) a prominent 

statement of the maximum amount of 

loss, as a percentage, an investor could 

experience from a negative contract 

adjustment and that this loss could be 

greater due to surrender charges and tax 

consequences; 360

• Adjusting the disclosures in the 

prospectus about contract adjustments 

in the charges-related disclosures to 

account for investment options beyond 

index-linked options having contract 

adjustments; 361

• In the appendix of available 

investment options, in the discussion of 

fixed options, requiring: (1) a legend 

stating that if amounts are withdrawn 

from a fixed option before the end of its 

term, the insurance company may apply 

the contract adjustment and that this 

may result in a significant reduction in 

contract value; and (2) the provision of 

appropriate cross-references to the 

prospectus disclosure relating to 

contract adjustments; 362

• Requiring registered MVAs to 

provide the same disclosure proposed 

for RILAs regarding changes in 

accountants; 363

• Requiring registered MVAs to 

provide the same census-type 

information as we are proposing for 

RILAs; 364 and 

• Requiring the same undertakings 

and exhibits for registered MVAs as we 

are proposing for RILAs.365

In addition to these changes to Form 

N–4, if we were to require insurance 

companies to use Form N–4 to register 

offerings of registered MVAs, we would 

anticipate providing the same functional 

changes we are proposing for RILAs, 

that is, the ability to use a summary 

prospectus and the use of the same 

filing and marketing rules, for the same 

reason as we are proposing these 

changes for RILAs.366 For example, we 

could create a defined term ‘‘registered 

market value-adjusted annuity’’ in rule 

405 that would be an annuity (1) that is 

deemed a security; (2) that is offered or 

sold in a registered offering; (3) that is 

issued by an insurance company that is 

subject to the supervision of either the 

insurance commissioner or bank 

commissioner of any State or any 

agency or officer performing like 

functions as such commissioner; (4) not 

issued by an investment company; and 

(5) whose value may reflect a positive or 

negative adjustment (based on 

calculations using a predetermined 

formula, or a change in interest rates, or 

some other factor or benchmark) if 

amounts are withdrawn before the end 

of a specified period. We could then use 

this definition to apply to registered 

MVAs those Securities Act rules we 

propose to apply to RILAs.367 We would 

also expect to have the same 

requirements as to the use of Inline 

XBRL for similar reasons.368

We request comment on whether to 

require insurance companies to register 

the offering of registered MVAs on Form 

N–4. 

147. Would it be appropriate to 

require insurance companies to register 

the offering of registered MVAs on Form 

N–4 (as proposed to be as amended in 

this proposal)? Should all of the changes 

suggested above apply to registered 

MVAs? 

148. Is the definition of ‘‘registered 

market-value adjusted annuity’’ 

included above as an example the 

correct one? 

149. Are there any other disclosures 

that would be relevant in the registered 

MVA context? 

I. Technical Amendment to Form N–6 

The Commission is proposing a 

technical amendment to Form N–6 to 

reflect the correct placement of an 

amendment to this form that the 

Commission adopted in 2020 in the 

release titled ‘‘Facilitating Capital 

Formation and Expanding Investment 

Opportunities by Improving Access to 

Capital in Private Markets’’ (herein 

referred to as the ‘‘Exempt Offering 

Framework Adopting Release’’).369 In 

that release, the Commission adopted, 

among other amendments, amendments 

to certain instructions associated with 

the Exhibits items of Form N–4 and 

Form N–6. The amendatory instructions 

in the Exempt Offering Framework 

Adopting Release erroneously referred 

to outdated Exhibits items of these 

forms. That is, the amendatory 

instructions referred to Items 24 and 26 

respectively, instead of Items 27 and 30 

respectively (as adopted by the 

Commission in earlier amendments to 

Forms N–4 and N–6 in the VASP 

Adopting Release).370 The amendments 

we are proposing to Form N–4 correctly 

reflect the placement of the amendment 

that the Commission adopted in the 

Exempt Offering Framework Adopting 

Release in Item 27 of the form instead 

of in Item 24. We are also proposing a 

technical amendment to Item 30 of 

Form N–6 that correctly reflects the 

placement of the amendment that the 

Commission adopted in the Exempt 

Offering Framework Adopting Release 

in this item instead of in Item 26. 

J. Compliance Period 

We are proposing a compliance date 

one year after publication of final 

amendments in the Federal Register.371

All initial registration statements and 

post-effective amendments that are 

annual updates to effective registration 

statements on Form N–4 that are filed 

after the compliance date would be 

required to comply with the 

amendments. This compliance period is 

designed to give registrants sufficient 

time to comply with the proposed 

changes, including to update their 

registration statements; to prepare to use 

rules 485 and 497 to update their 

registration statements and file 

prospectuses with the Commission; and 

to begin paying securities registration 

fees on Form 24F–2. 

RILAs that have previously registered 

offerings of securities on Forms S–1 or 

S–3 would file a post-effective 

amendment to their registration 

statement pursuant to rule 485(a) at the 


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372A post-effective amendment filed under rule 

485(a) [17 CFR 230.485(a)] generally becomes 

effective either 60 days or 75 days after filing, 

unless the effective date is accelerated by the 

Commission. RILA registrants generally should be 

able to rely on template filing relief, in which case 

they would not need to file a rule 485(a) filing for 

each RILA. See proposed amended rule 

485(b)(1)(vii). Existing RILA issuers that only issue 

RILAs and will be using the same CIK would be 

permitted to transition by filing a 485APOS or 

485BPOS in EDGAR. Both of these submission 

types allow the entity to keep its current Securities 

Act file number, and both allow the filer to obtain 

new contract IDs and the needed Form N–4 

investment company type designation in EDGAR. 

RILA issuers that will be acquiring new CIKs for 

their RILA offerings would need to transition by 

filing an administrative Form N–4 submission 

under a newly-issued CIK to obtain a new 

Securities Act file number, new contract IDs, and 

the Form N–4 investment company type (which is 

used for EDGAR purposes only). 

373A post-effective amendment filed under rule 

485(b) may become effective immediately upon 

filing. A post-effective amendment may be filed 

under rule 485(b) if it is filed for one or more 

specified purposes, including to make nonmaterial 

changes to the registration statement. A posteffective amendment filed for any purpose not 

specified in rule 485(b) generally must be filed 

pursuant to rule 485(a). Under rule 485(b)(1)(vii), 

the Commission may approve the filing of a posteffective amendment to a registration statement 

under rule 485(b) for a purpose other than those 

specifically enumerated in the rule. The 

Commission’s staff has been delegated the authority 

to approve registrants’ requests under rule 

485(b)(1)(vii). 17 CFR 200.30–5(b–3)(1). 

374There would be no transition period 

associated with the technical amendment to Form 

N–6 discussed in section II.I supra. 

375See supra discussion accompanying and 

following footnote 7. 

time of their next annual update 

following the compliance date, using 

Form N–4.372 In appropriate 

circumstances, we would consider 

requests by registrants with respect to 

existing variable annuity contracts to 

file post-effective amendments pursuant 

to Securities Act rule 485(b)(1)(vii) 

when these post-effective amendments 

make conforming changes to comply 

with the proposed amendments to Form 

N–4.373

We also are proposing to provide a 

six-month delayed effective date for all 

amendments except for the amended 

Form N–4, amended rule 498A, and 

technical amendments to Form N–6, 

such that all other final amendments 

would be effective six months after 

publication in the Federal Register. 

Thus, we propose that a registrant 

would be able to rely on rule 498A to 

satisfy its obligations to deliver a RILA 

contract’s statutory prospectus 

beginning on the effective date of the 

rule amendments, provided that the 

registrant is also in compliance with the 

amendments to Form N–4. The delayed 

effective date for remaining 

amendments would provide the 

Commission time to prepare the EDGAR 

system to accommodate transitioning 

RILA offerings onto the proposed 

framework.374

We are not delaying the effective date 

of the proposed changes to Form N–4 

and rule 498A, however, to allow 

registrants to begin filing registration 

statements under the revised form as 

soon as possible. We believe allowing 

registrants to use the new form as soon 

as possible following the Commission’s 

adoption of final amendments is 

consistent with Congress’s intent in 

directing the Commission to prepare 

and finalize a new form for RILAs 

within 18 months of enactment. 

We request comment on the proposed 

compliance period: 

150. Would the proposed compliance 

period provide registrants sufficient 

time to prepare to comply with the 

amendments? Would more time be 

appropriate or, conversely, should we 

provide a shorter compliance period to 

ensure that investors receive the benefit 

of the proposed amendments more 

quickly? 

151. Should we provide a separate 

compliance period to provide more time 

for insurance companies to comply with 

the requirement to structure certain 

disclosure in Inline XBRL? For example, 

should we provide an additional year 

period after the date insurance 

companies are required to first update 

their disclosure? 

152. Is it appropriate to permit a 

registrant to rely on rule 498A to satisfy 

its obligations to deliver a RILA 

contract’s statutory prospectus 

beginning on the effective date of the 

rule amendments, provided that the 

registrant is also in compliance with the 

amendments to Form N–4? 

K. General Request for Comment From 

Retail Investors 

We are requesting input from the 

retail investor community relating to the 

experiences of seeking information 

about, and investing in, a RILA. We 

understand that RILAs are typically sold 

to retail investors. This, together with 

the congressional mandate to design 

disclosure requirements for RILAs with 

the goal of ensuring that key 

information is conveyed in terms a 

purchaser is able to understand, makes 

feedback from retail investors 

particularly relevant as we consider the 

disclosures that would be required in a 

RILA registration form.375 Specifically, 

we invite retail investors seeking to 

comment on their feedback with 

annuities generally and RILAs in 

particular to submit a short Feedback 

Flyer, available at Appendix D. 

III. Economic Analysis 

A. Introduction 

We are mindful of the costs imposed 

by, and the benefits obtained from, our 

rules. Section 3(f) of the Exchange Act, 

section 2(b) of the Securities Act, and 

section 2(c) of the Investment Company 

Act state that when the Commission is 

engaging in rulemaking under such 

titles and is required to consider or 

determine whether the action is 

necessary or appropriate in (or, with 

respect to the Investment Company Act, 

consistent with) the public interest, the 

Commission shall consider whether the 

action will promote efficiency, 

competition, and capital formation, in 

addition to the protection of investors. 

Further, section 23(a)(2) of the Exchange 

Act requires the Commission to 

consider, among other matters, the 

impact such rules would have on 

competition and states that the 

Commission shall not adopt any rule 

that would impose a burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Exchange Act. 

We are proposing amendments to our 

rules designed to carry out the 

requirements of Section 101(b) Division 

AA, Title I of the Consolidated 

Appropriations Act, 2023, to establish a 

registration form for RILAs. The 

Commission is proposing to amend the 

form currently used by most variable 

annuity separate accounts, Form N–4, to 

require issuers of RILAs to register 

offerings on that form as well. To 

facilitate this amendment, the 

Commission is also proposing to amend 

certain filing rules and make other 

related amendments. In addition, we are 

proposing other amendments to Form 

N–4 that would apply to all issuers that 

use that form. We are also proposing to 

apply a current Commission rule that 

provides guidance as to when sales 

literature is materially misleading under 

the Federal securities laws to RILA 

advertisements and sales literature. 

While the Commission has developed 

a set of specific registration forms for 

variable insurance contracts, RILA 

issuers cannot use those forms because 

a RILA issuer is not an investment 

company. Currently, insurance 

companies register the offerings of 

RILAs on the Securities Act registration 

forms that are typically used to register 

traditional debt or equity offerings, 

Forms S–1 and S–3. Because Forms S– 

1 and S–3 are not tailored to the 

particular characteristics of RILAs (or 

indeed insurance products more 

generally), these forms include a 

number of disclosure requirements that 

may be less material to investors when 


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376Based on analysis of Forms S–1, S–3 and POS 

AM filed by RILA issuers. 

377EDGAR Database. Certain Commission letters, 

or portions thereof, exempt insurance companies 

from the requirement to provide financial 

statements prepared in accordance with GAAP in 

connection with the registration of an offering of 

RILAs on Form S–1. See Section II.G. 378 Data obtained from Forms S–1, S–3 and POS 

AM filed by RILA issuers. 379 Data obtained from Forms S–1, S–3 and POS 

AM filed by RILA issuers. 

380 Fact Tank: Sales Data, Life Insurance 

Marketing and Research Association, https://

www.limra.com/en/newsroom/fact-tank/ (using 

data from the U.S. Individual Annuity Sales surveys 

for Q4 for each year from 2016 through 2022). 

evaluating an insurance product like a 

RILA and do not include line-item 

requirements mandating RILA-specific 

information that is of importance to 

investors in these products. The 

inclusion of disclosures that are of little 

relevance to investors and the omission 

of information that is of importance to 

investors limits the usefulness of the 

information investors currently receive 

about RILAs and thus their ability to 

make informed investment decisions. In 

addition, Forms S–1 and S–3 require the 

use of GAAP financial statements, rather 

than the SAP financial statements that 

the State insurance regulators require. 

SAP financial statements, which focus 

on an issuer’s ability to meet its 

obligations under its insurance 

contracts, as regulated by State law, 

appear to provide sufficient material 

information for investors evaluating 

RILAs. Investors may also benefit from 

the lower cost burdens on issuers 

provided by the use of SAP financial 

statements, to the extent that those 

savings are passed along to investors. 

The proposed rule would increase the 

usefulness of the information provided 

to current and prospective investors in 

RILAs by: 

• Adapting the existing registration 

and disclosure framework for variable 

insurance contracts to accommodate 

RILAs; 

• Requiring RILA-specific disclosure 

requirements in Form N–4, including 

disclosures specific to the underlying 

investment options, such as, for each 

available index-linked option, the 

index, crediting period, and index 

crediting methodology; 

• Proposing amendments to Form N– 

4 based on our experience in 

administering the form and in reaction 

to our observations of investor testing, 

which would be applicable to all issuers 

that use this registration form and 

which are designed to improve 

disclosures; 

• Switching the order of the Key 

Information Table and Overview of the 

Contract items; 

• Utilizing a question and answer 

format for the Key Information Table; 

• Removing an instruction that 

permits registrants to omit additional 

disclosure in the prospectus that repeats 

information disclosed in the Overview 

of the Contract or the Key Information 

Table; and 

• Extending the current rule 

providing factors to be weighed in 

considering whether a statement 

involving a material fact is or might be 

misleading in the specific context of 

investment company sales literature to 

RILAs, in order to address misleading 

statements about RILA fees, product 

features, and certain performance 

presentations in RILA sales literature. 

We have considered the potential 

costs and benefits that would result 

from the proposed rules, as well as the 

potential effects on efficiency, 

competition, and capital formation. 

Certain potential economic effects of the 

proposed rule would stem from the 

statutory mandate, while others would 

stem from the discretion we are 

exercising. We discuss the potential 

economic effects of the proposed 

amendments in section III.C. We also 

consider certain alternatives to our 

proposed approach to implementing the 

statutory mandate, as discussed in 

section III.E. We note that, where 

possible, we have attempted to quantify 

the costs, benefits, and effects on 

efficiency, competition, and capital 

formation expected to result from the 

proposed rule. In some cases, however, 

we are unable to quantify the economic 

effects because we lack the information 

necessary to provide a reasonable and 

reliable estimate. Nevertheless, as 

described more fully below, the 

Commission is providing both a 

qualitative assessment and quantified 

estimate of the economic effects, where 

feasible. The Commission invites 

commenters to include estimates and 

data that could help it form useful 

estimates of the economic effects of the 

proposed amendments. 

B. Baseline 

1. Affected Parties 

The proposed rule would affect 

issuers of and investors in RILAs, as 

well as issuers of and investors in 

variable annuities that are registered on 

Form N–4. 

a. The Market for Annuity Products 

As of January 2023, there were 90 

RILAs registered with the Commission 

issued by 23 insurance companies.376

Among the 90 RILAs, 50 are stand-alone 

RILA products, while 40 are 

combination contracts that offer indexlinked options as well as variable 

options. The number of RILAs registered 

with the SEC on Form S–1 is 52, while 

the remaining 38 are registered on Form 

S–3. A little over half of the registered 

RILAs (47 RILAs) report SAP financials, 

with the remainder (43 RILAs) reporting 

GAAP financials.377

RILA contracts currently offer a 

variety of index-linked options. 

Specifically, RILA contracts that are 

currently registered with the 

Commission offer index-linked options 

whose returns are linked, in part, to 

between two and nine indices with an 

average among RILAs of 4.3 indices.378

The indices associated with current 

RILA contracts commonly include the 

S&P 500, Russell 2000, and NASDAQ– 

100. RILA contracts offer index-linked 

options with less well known indices 

and ETFs as well, but with much less 

frequency.379

As discussed in Section I, indexlinked options whose returns are based, 

in part, on the same index may 

nevertheless have different elements 

that contribute to an investor’s returns. 

Notably, different index-linked options 

whose returns are linked to the same 

index may offer different crediting 

periods (the set length of time for 

measuring growth of contract value 

based on the performance of the linked 

index—for example, one or three years), 

crediting methodologies, and buffer or 

floor levels. RILAs that are currently 

registered with the Commission offer 

between 4 and 64 index-linked options, 

with an average of 22.8 index-linked 

options. Common crediting periods 

include one, two, three, and six years, 

with one year being most common. In 

the past, index-linked options with 

terms as long as 10 years have been 

offered, although the longest indexlinked option term currently offered is 

six years. For those ‘‘combination’’ 

contracts that offer index-linked options 

and variable options, the number of 

variable options ranges from 1 to 100, 

with an average of 10.4 variable options. 

The most common variable option is a 

money market fund—in all instances of 

combination contracts, a money market 

fund (or, in one case, a similar liquid 

investment) is offered as a variable 

option. 

Table 9 provides information on the 

dollar amount of RILA sales from 2016 

to 2022.380 RILA sales have increased 

from $7.3 billion in 2016 to $41.1 

billion in 2022, which represents a 

463% increase between these two years. 


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381Cerulli Associates & Insured Retirement 

Institute, Custom Key Findings, U.S. Annuity 

Markets 2021: Acclimating to Industry Trends and 

Changing Demand Ex. 1 (2021) (‘‘Cerulli Report’’), 

available at https://www.irionline.org/wp-content/ 

uploads/2022/02/IRI-Key-Findings_2021_Final_

12622.pdf. 

382 Id. at Exhibit 2. 

383 Id. at Exhibit 3. Other RILA distribution 

channels include: brokerage general agencies/ 

independent marketing organizations, registered 

investment advisers, and direct sales. 

384Cerulli Report at Exhibit 5. 

385See Insured Retirement Institute Retirement 

Fact Book 2020 (‘‘IRI Fact Book’’). In 2018 (the last 

year for which this information is available in the 

2020 edition), the total number of variable annuity 

contracts in force was 17.9 million, with an average 

individual contract value of $113,053. 

386 Id. 

387 Id. 

388 Id. 389 Data obtained from Forms S–1, S–3 and POS 

AM filed by RILA issuers. 390Calculated using data obtained from Forms S– 

1, S–3 and POS AM filed by RILA issuers. 391Annual Estimates of the Resident Population 

for Selected Age Groups by Sex for the United 

States: Apr. 1, 2020, to July 1, 2021 (NC–EST2021– 

AGESEX). We do not have demographic data on 

RILA investors. A 2013 survey found that 86 

percent of individual annuity investors purchased 

their first annuity before age 65, including 47% 

who were between the ages of 50 and 64 years old. 

The average age of investors at first purchase of an 

annuity is 51. The average current annuity investor 

age is 70. See The Gallup Organization and Mathew 

Greenwald & Associates for The Committee of 

Annuity Insurers, Survey of Ownership of 

Individual Annuity Contracts (2013). 

392Projected Age Groups and Sex Composition of 

the Population: Main Projections Series for the 

United States, 2017–2060. U.S. Census Bureau, 

Population Division: Washington, DC. 

393 John Y. Campbell, Restoring Rational Choice: 

The Challenge of Consumer Financial Regulation 

(NBER Working Paper No, 22025, 2016), available 

at http://www.nber.org/papers/w22025 (‘‘Campbell 

Paper’’). 

394 Insured Retirement Institute, Retirement 

Readiness Among Older Workers 2021 (2021) (‘‘IRI 

Survey’’), available at https://www.irionline.org/wpcontent/uploads/legacy/default-document-library/ 

iri-retirement-readiness-2021_fullreport.pdf. 

395See Campbell Paper. Campbell argues that 

individuals take too little financial risk and that the 

willingness to take financial risk varies with 

wealth—individuals with greater wealth are willing 

to take on more financial risk than individuals with 

less wealth. 

396 John Y. Campbell, Howell E. Jackson, Brigitte 

C. Madrian, and Peter Tufano, Consumer Financial 

Protection, 25 J. Econ. Perspectives 91 (2011) 

(‘‘Campbell et al. Paper’’). Campbell et al. note that 

making decisions about financial products often 

requires considerable information on terms and 

TABLE 9—SALES OF RILAS, 2016–2022 

2016 2017 2018 2019 2020 2021 2022 

Sales of RILAs ($ billions) ......................... 7.3 9.0 11.2 17.4 24.1 38.7 41.1 

Source: Fact Tank: Sales Data, Life Insurance Marketing and Research Association, https://www.limra.com/en/newsroom/fact-tank/ (using data 

from the U.S. Individual Annuity Sales surveys for Q4 for each year from 2016 through 2022). 

A recent survey of insurers found that 

85% of respondents believed in 2021 

that RILA sales would increase by 10% 

or more over the next three years, 10% 

believed that RILA sales would increase 

by less than 10%, while 5% believed 

that RILA sales would remain the same 

over that time period. No respondents 

indicated that they believed RILA sales 

would decrease.381 When surveyed 

about the factors driving the growth in 

RILA sales, the three most commonly 

cited reasons were: (1) increased 

understanding of RILAs among advisers 

and broker-dealers (85%), (2) the 

entrance of large, reputable insurers into 

the RILA market (80%), and (3) 

increased supply due to the entrance of 

large issuers and distributors of RILAs 

(80%).382 Respondents also indicated 

that they expected to see the largest 

increases in sales among the following 

distribution channels: independent 

agents or broker/dealers, captive 

insurance agents, regional broker/ 

dealers, and wirehouses.383 RILAs were 

also the product most insurers indicated 

had ‘‘tremendous’’ growth potential 

over the near term.384

As of 2019, there were a total of 2,396 

unique variable annuity products 

offered by a total of 33 companies.385

Net assets totaled $2,018.0 billion. Also 

in 2019, variable annuity sales totaled 

$98.3 billion.386 Of the total sales, $62.8 

billion (64% of total sales) were 

annuities within qualified plans and 

$35.5 (36%) were non-qualified 

annuities.387 Investors purchased 

annuities across various distribution 

channels—captive agents, $34.5 billion, 

(35% of total sales); independent 

financial planners/NASD firms, $39.2 

billion (40%); banks/credit unions, $9.2 

billion (9%); wirehouses/regional 

broker-dealers, $12.6 billion (13%); and 

direct response, $2.8 billion (3%).388

b. Issuing Insurance Companies 

The number of insurance companies 

currently offering securities registered 

as RILAs with the Commission is 23, 

from 19 insurance company complexes. 

Out of these 23 insurance companies, 15 

of them register RILAs on Form S–1, 

while the remaining 8 use Form S–3.389

Insurance companies offer, on 

average, 4 RILA contracts, ranging from 

a maximum of 11 RILAs to a minimum 

of 1 RILA. The top two issuers offer 21 

RILAs in total, or 29% of the number of 

existing RILA products.390

c. Investors 

In 2021 there were an estimated 83 

million individuals aged 45–64 and 56 

million individuals aged 65 or older in 

the United States, representing 25 

percent and 17 percent of the total 

population, respectively.391 The number 

of individuals age 65 or older is 

projected to be 65 million (19 percent of 

the total projected population) in 2025, 

78 million (21 percent of the projected 

population) in 2035, 83 million (22 

percent of the projected population) in 

2045, and 90 million (24 percent of the 

projected population) in 2055.392

Individuals that are planning for, or 

are already in, retirement face 

increasing challenges with respect to 

achieving their income goals for 

retirement. First, people are living 

longer. Second, traditional definedbenefit retirement systems that provide 

guaranteed income are being replaced 

with defined-contribution systems that 

require people to accumulate their own 

retirement savings.393 Evidence suggests 

that, on average, individuals may not be 

saving appropriately to meet their 

retirement goals. For example, one 

survey found that while 74 percent of 

individuals are saving for retirement: (1) 

51 percent of older individuals have less 

than $50,000 saved for retirement, (2) 57 

percent of individuals save less than 10 

percent of their income, and (3) 33 

percent of individuals save less than 5 

percent of their income.394 In addition 

to the finding that individuals may not 

be saving an appropriate amount for 

retirement, there is also concern that 

individuals may not be taking on an 

appropriate amount of financial risk.395

Investors may not be saving 

appropriately to meet their retirement 

goals for several reasons. For example, 

individuals may face meaningful 

burdens (e.g., search costs) when trying 

to identify appropriate investments or 

savings products. Once identified, 

investors may face additional burdens 

(e.g., acquiring and analyzing large 

amounts of information) to determine 

which specific investments or saving 

products among the ones identified 

allow investors to best meet their 

savings goals.396 Second, improving 


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conditions, particularly for financial decisions that 

are undertaken only infrequently. 

397See Campbell Paper. 

398See Campbell et al. Paper. The Campbell Paper 

identifies five aspects of ‘‘financial ignorance’’ that 

may lead to poor investor decision making. First, 

investors may lack understanding of basic concepts 

necessary to make appropriate decisions. For 

example, investors appear to lack an understanding 

of diversification and the tradeoff between risk and 

return. Second, investors may not understand the 

terms of financial contracts. Third, it appears that, 

rather than using all available historical data to 

form views about future returns on alternative 

strategies, investors rely on their own specific 

experiences to form an opinion. Fourth, individuals 

appear to not understand their own difficulties with 

financial decision making. Finally, investors appear 

to not understand the incentives faced by other 

parties and the effect these incentives have on their 

strategic behavior. Other studies suggest poor 

investment decisions may result from investor 

uncertainty and lack of investor familiarity with 

different assets. For example, individuals may not 

invest appropriately because individuals are 

unable, given historical experience, to form precise 

estimates of how they expect assets to perform in 

the future. See, e.g., Raymond Kan and Guofu Zhao 

(2007). Optimal Portfolio Choice with Parameter 

Uncertainty, Journal of Financial and Quantitative 

Analysis, 27(3), 621–656. Rather than being unable 

to form precise estimates of how they expect assets 

to perform in the future, investors may not have, 

perhaps due to not having the requisite experience, 

the ability to form any expectation about how they 

expect an asset to perform in the future. If investors’ 

ambiguity is great enough, they simply may choose 

not to invest in particular assets. See, e.g., David 

Easley and Maureen O’Hara (2009). Ambiguity and 

Nonparticipation: The Role of Regulation, Review of 

Financial Studies, 22(5), 1817–1843. Finally, 

investors may make poor investment decisions 

because they choose to overweight investment in 

assets with which they are familiar, and 

underweight, or exclude, investment assets with 

which they are less familiar. See, e.g., Gur 

Hubberman (2001). Familiarity Breeds Investment, 

Review of Financial Studies, 14(3), 659–680 and 

Massimo Massa and Andrei Simonov (2006). 

Hedging, Familiarity, and Portfolio Choice, Review 

of Financial Studies, 19(2), 633–685. 

399See Campbell et al. Paper. Campbell et al. note 

that individuals with present-biased preferences 

favor present consumption which can lead an 

individual to make decisions today that reduce 

their future welfare in a way that the individual 

later regrets. 

400See supra footnote 5 and accompanying text. 

401Certain Commission letters, or portions 

thereof, exempt insurance companies from the 

requirement to provide financial statements 

prepared in accordance with GAAP in connection 

with the registration of an offering of RILAs on 

Form S–1. As discussed in Section III.B.1.a, 47 

RILAs report SAP financials. 

402See 17 CFR 229.601(b)(101)(i)(B). 

403 Generally, Form S–1 (or S–3) fees paid for a 

withdrawn registration statement are available to 

the issuer for use with its future registration 

statements. The amount available for use as an 

offset under rule 429 under the Securities Act 

equals the portion of the filing fee paid that is 

associated with any unsold securities of the same 

class registered on an earlier registration statement. 

Once a filing fee has been used as an offset, those 

unsold securities on the earlier registration 

statement are deemed deregistered. RILAs are 

continuously offered to investors, who in many 

cases are long-term investors that may make 

additional allocations or other investment decisions 

with respect to an investment in a RILA. Because 

RILA investors may make additional allocations or 

other investment decisions with respect to an 

investment, unless a prior RILA offering is 

completely unsold, RILA issuers may have 

increased difficulty in using filing fees associated 

with unsold securities of a prior offerings. 

404The issuer must be either organized under 

U.S. law with its principal business operations in 

the United States or a foreign private issuer that 

reports under the Exchange Act using the domestic 

reporting forms. The issuer must have a class of 

securities registered under section 12(b) or 12(g) of 

the Exchange Act, or be required to file reports 

under section 15(d) of the Exchange Act. The issuer 

must have been subject to the reporting 

requirements of the Exchange Act and have filed all 

reports and materials required under sections 13, 

14, and 15(d) of the Exchange Act for the 12 

calendar months preceding the filing of Form S–3, 

and, with certain exceptions, must have timely filed 

all such reports and other materials required to be 

filed during the 12 calendar months and any 

portion of a month immediately preceding the filing 

of the registration statement. An issuer that meets 

all of the requirements of Form S–3 and that has 

a public float of $75 million or more (i.e., ‘‘seasoned 

issuers’’) may use Form S–3 to register any offering 

of debt or equity for cash. 

technology has permitted the 

development of more complex and 

confusing financial products.397 As a 

result of the burden associated with 

identifying appropriate investments, as 

well as the burden of acquiring and 

analyzing information to choose among 

the set of appropriate investments, 

investors may spend less time and effort 

(i.e., resources) than is required to make 

appropriate investment decisions. 

Investors may not be saving 

appropriately for other reasons, as well. 

For example, some investors may not 

make the appropriate decisions for 

themselves even if they were presented 

with all the information that was 

required to make a decision. Decision 

making limitations may be particularly 

problematic in the context of saving for 

retirement because learning from 

experience is difficult. Investing in 

retirement products is only done 

infrequently and the outcomes from 

investing decisions are delayed, perhaps 

for decades, and are subject to large 

random shocks, so that personal 

experience is slow to accumulate and is 

contaminated by noise. Also, financial 

innovation can reduce the relevance of 

an investor’s prior experiences. For 

example, prior experience investing in 

investment vehicles with unbounded 

returns would be less relevant for 

investing in RILAs (which have 

bounded returns) than it would be for 

investing in variable annuities (which 

have unbounded returns).398 Another 

possibility is that investors may have 

preferences that lead them to favor 

present consumption over future 

consumption (‘‘present-biased 

preferences’’) and, as a result, they save 

an inappropriate amount for 

retirement.399 Finally, many people 

have a limited financial capacity to 

save, particularly individuals already 

burdened with student loans and 

mortgages. 

2. Current Regulatory Requirements 

As discussed in section I above, 

RILAs are securities for purposes of the 

Securities Act, and public offerings of 

RILAs, therefore, must be registered 

with the Commission.400 Unlike 

variable annuity contracts for which the 

Commission has adopted a specific 

registration form tailored to those 

products, insurance companies register 

RILA offerings on Form S–1 or Form S– 

3. 

Form S–1 is available to any issuer 

(except foreign governments and issuers 

of asset-backed securities) to register 

securities for which no other 

registration form is authorized or 

prescribed. A registration statement on 

Form S–1 contains extensive disclosure 

about all aspects of the issuer’s business 

and financial condition and consists of 

two parts: a prospectus (Part I), and 

additional information not required to 

be included in the prospectus (Part II), 

but that is publicly available on the 

Commission’s EDGAR website. Form S– 

1 allows incorporation by reference only 

on a very limited basis. The prospectus 

must contain financial statements 

meeting the requirements of Regulation 

S–X, which generally includes audited 

financial statements prepared in 

accordance with GAAP.401 Currently, 

disclosures about RILA offerings are 

largely unstructured. The audited 

financial statements in the prospectus, if 

prepared in accordance with GAAP, 

must be tagged in Inline XBRL if the 

Form S–1 contains a price or a price 

range.402 Form S–1 must be declared 

effective by the Commission before any 

sales of the registered securities may be 

made. The time required for 

Commission review will depend on the 

number and complexity of Commission 

comments and the issuer’s ability to 

adequately address those comments. 

The issuer must pay the Commission 

registration fee before it files a Form S– 

1. The amount of the fee is based on the 

proposed maximum aggregate offering 

price.403 The issuer must indicate the 

amount of each type of security being 

registered and calculate the fee payable 

for each security. 

Form S–3 is a ‘‘short-form’’ 

registration statement under the 

Securities Act that can be used by 

companies that have been subject to 

reporting obligations under the 

Exchange Act for at least one year and 

that satisfy certain other 

requirements.404 Reporting obligations 

under the Exchange Act include audited 

financial statements prepared in 


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405See 15 U.S.C. 77q(a); 15 U.S.C. 78j(b); 17 CFR 

240.10b–5. 

406 Id. The IRI Fact Book argues that annuities 

give investors the ability to create their own 

pensions. The IRI Fact Book also argues that, unlike 

mutual funds, annuities offer a wide variety of 

guarantees to protect an investor’s investment. For 

example, death benefits provide principal 

protection in the event that an investor dies during 

a market downturn. 

407 During the accumulation phase, also called the 

savings phase, capital builds up. In this phase, the 

investor pays premiums into the contract to 

accumulate assets. See IRI Fact Book. 

408 Id. The IRI Fact Book also notes that fixed 

annuities involve less investment risk because they 

offer a guaranteed minimum rate of interest. The 

minimum rate is not affected by fluctuations in 

market interest rates. 

409 Id. The IRI Fact Book contends that fixed 

index annuities are designed for investors who 

want to partake in the benefits of a market-linked 

vehicle with a protected investment floor if there 

is a downturn in the index. 

410Currently, insurance companies with a 

minimum A.M. Best Insurance Ratings of A¥ offer 

fixed rate annuities that guarantee between 3.70% 

and 5.40% for a three-year period, and between 

3.20% and 5.25% for a ten-year period. Multi-Year 

Guarantee Annuities (MYGA), ANNUITY 

ADVANTAGE (accessed Aug. 17, 2023, and filtered 

by ‘‘State’’ of ‘‘- All’’; ‘‘Min AM Best’’ of ‘‘A¥’’; 

‘‘Years’’ of ‘‘10’’; and ‘‘Range’’ of ‘‘Exact’’), https:// 

www.annuityadvantage.com/annuity-rates-quotes/ 

multi-year-guarantee-annuities/ 

?rating=4&years=10&pos=300&sort=guarantee_

period_yield&limit=all. 

411 IRI Fact Book. 

412 Id. 

413Additionally, variable annuities often involve 

direct fees, such as insurance charges, and indirect 

expenses, including management and other fees and 

expenses associated with the underlying mutual 

funds in which the variable annuity subaccounts 

invest. See IRI Fact Book. 

414Thorsten Moenig, It’s RILA Time: An 

Introduction to Registered Index-Linked Annuities, 

89 J. Risk & Ins. 339 (2022) (‘‘Moenig Paper’’). 

415See IRI Fact Book. 

416 Id. The IRI Fact Book also contends that 

historically investors generally fell into one of two 

camps: those willing to exchange safety of principal 

for modest returns, and those able to tolerate the 

higher risk of being invested in securities in 

exchange for greater upside potential. RILAs 

address a developing demand for products that 

allow investors some ability to customize a level of 

risk with which they are comfortable. Structured 

annuities (i.e., RILAs) meet the needs of the inbetween investor who wants some degree of 

certainty but also desires some upside potential. 

417 Id. 

418 Id. 

accordance with GAAP and structured 

in Inline XBRL. A registration statement 

on Form S–3 contains extensive 

disclosure about all aspects of the 

issuer’s business and financial 

condition and consists of two parts: a 

prospectus which includes, either 

directly or incorporated by reference 

from the issuer’s Exchange Act filings, 

detailed information about the issuer 

(Part I), and additional information not 

required to be included in the 

prospectus (Part II), but that is publicly 

available on the Commission’s EDGAR 

website. 

Registration using Form S–3 offers 

issuers advantages over registration 

using Form S–1. First, Form S–3 allows 

significant incorporation by reference, 

which allows for shorter prospectuses 

and makes Form S–3 easier to complete. 

Also, Form S–3 also allows for forward 

incorporation by reference, eliminating 

the need to file post-effective 

amendments to keep registration 

statements current. 

A Form S–3 filed by a non-WKSI must 

be declared effective by the 

Commission. A Form S–3 receives 

either a full review, a targeted review of 

one or more sections of the registration 

statement, or no review. Commonly, a 

full review takes approximately 30 days 

with targeted reviews taking less time. 

The time to resolve any Commission 

comments will depend on the number 

and complexity of the Commission’s 

comments. An issuer must pay 

Commission filing fees before it files 

Form S–3. The amount of the filing fee 

is based on the proposed maximum 

aggregate offering price. 

Under the Federal securities laws 

applicable to all securities (including 

RILA offerings), it is unlawful for any 

person to use materially misleading 

communications in connection with the 

offer or sale of any security.405 Rule 156 

is an interpretive rule that provides 

factors to be weighed in considering 

whether a statement involving a 

material fact is or might be misleading 

in the specific context of investment 

company sales literature, including 

literature relating to the sale of variable 

annuities. 

As discussed in section I above, in 

2022 Congress enacted the RILA Act 

directing the Commission to adopt a 

new registration form for RILAs within 

18 months of enactment (i.e., the end of 

June 2024). If the Commission fails to 

adopt the form by the end of June 2024, 

the RILA Act provides that issuers can 

begin registering the offering of RILAs 

on Form N–4. 

3. Market Practice 

Annuities can play a role in helping 

investors save for retirement and receive 

guaranteed lifetime income during 

retirement.406 There are multiple types 

of annuities available to help investors 

who have different financial goals or 

tolerances for risk save for retirement: 

fixed annuities, variable annuities, and 

RILAs. Fixed annuities offer investors 

preservation of their investment by 

guaranteeing a minimum rate of return, 

but with little opportunity for asset 

growth. During the accumulation 

phase,407 a traditional (i.e., book value) 

fixed annuity offers investors a fixed 

rate of return (known in advance) for a 

given period of time.408 A market value 

adjusted annuity (see section II.H) is 

similar to a traditional annuity, but the 

assets are subject to a market value 

adjustment based on interest rate 

changes.409 Fixed index annuities 

guarantee a certain rate of return,410 but 

also provide the potential for (limited) 

additional returns based on the 

performance of a specified market 

index.411

Variable annuities accumulate savings 

based on the performance of the 

underlying investment options chosen 

by an investor. Typically, investors are 

able to choose among investment 

options that pass on the returns of a 

wide variety of mutual funds such as 

equity funds, bond funds, funds that 

combine equities and bonds, actively 

managed funds, index funds, domestic 

funds, and international funds.412

Depending on the investment options 

chosen, variable annuities can offer 

investors the greatest opportunity for 

asset growth, but they also can involve 

the greatest amount of investment-based 

risk, compared to other types of 

annuities.413

RILAs are an index-linked product 

that can be purchased by individual 

investors as part of both qualified and 

non-qualified retirement accounts.414

RILAs combine features of fixed-index 

annuities and variable annuities. RILAs 

limit or reduce downside risk in return 

for an investor accepting limited upside 

performance. In exchange for giving up 

the complete protection of principal 

offered by fixed annuities, a RILA 

investor is potentially afforded greater 

upside potential than that provided by 

fixed annuities, though typically less 

than the potential upside of investing in 

the same index within a variable 

annuity.415 RILAs allow investors some 

ability to customize a level of risk with 

which they are comfortable.416 Like 

other annuities, RILAs have an 

accumulation phase followed by a 

payout phase. The accumulation phase 

is divided into one or more crediting 

periods.417 Also like other annuities, 

after a ‘‘surrender charge’’ period 

(generally, 3 to 10 years following an 

investor’s last premium payment), 

investors can usually surrender their 

contract at the end of any crediting 

period and receive full account value.418

Investors, however, may lose money if 

they withdraw early from an investment 

option or from the contract, as 

explained in section I.A above. 

At the end of a crediting period, the 

issuer credits a RILA investor’s contract 

value with ‘‘interest’’ (which can be 

either positive or negative) that is based 

on the performance of a specified index, 


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419 Id. 

420 Id. The Moenig Paper argues that RILAs are 

structurally similar to fixed-index annuities except 

that RILAs may credit negative returns. A fixedindex annuity can be viewed as a special case of 

a RILA with a floor of 0%. The insurer provides full 

protection on the index return in exchange for a low 

cap rate (commonly between 2% and 4%). 

421See Moenig Paper. 

422 Id. 

423 Id. 

424 Id. 

425We understand that for shorter crediting 

periods and for common indexes such as the S&P 

500, insurance companies are able to use exchangetraded derivative securities to closely approximate 

the insurer’s liabilities from a RILA contract at the 

end of each crediting period. For example, for a 

RILA with both a floor and a cap, the insurance 

company can hedge its liability by purchasing a call 

option (with an appropriate strike price given the 

floor) and selling a call (with a higher strike price 

that is dependent on the cap). The insurance 

company can offer a cap such that the proceeds 

from selling the call with the higher strike price 

exceed the cost of purchasing the call option with 

the lower strike price. For a RILA with a downside 

buffer (as opposed to a floor) and a cap, the process 

for insurance companies to hedge their liabilities is 

similar, but with a different mix of options. In the 

case of a RILA with a downside buffer and a cap, 

the insurance company would purchase a call 

option, sell a call option (with a higher strike price), 

and selling a put option (with a lower strike price, 

as appropriate given the downside buffer). In this 

case, the insurance company can offer a cap such 

that the proceeds from selling the call and the put 

exceed the cost of the call option with the lower 

of the two strike prices. 

426See Moenig Paper; Public Filings on EDGAR. 

427The staff obtained the term rates from Rates: 

Current rates for Allianz Index Advantage ADV 

Variable Annuity, Allianz, https://

www.allianzlife.com/what-we-offer/Annuities/ 

registered-index-linked-annuities/index-advantageadv/rates (visited Sept. 14, 2023); Variable 

Annuities, Equitable, https://equitable.com/ 

retirement/products/variable-annuities (click ‘‘View 

Performance Cap Rates’’) (visited Sept. 14, 2023); 

Nationwide Defender Annuity, Nationwide (Sept. 1, 

2023), (visited Sept. 14, 2023). 

428Each contract designates a distinct set of buffer 

and cap rates with no additional features. The 

sample period spans from September 5 to 15, 2023. 

The Moenig Paper cited an industry survey as a 

source for the data in its analysis. We understand 

that the industry survey cited does not contain 

updated product-level contract-level details beyond 

the data cited in the Moenig Paper. We request 

comment on data sources (e.g., pricing vendors) that 

should be considered for these calculations. See 

infra section III.F. 

429More specifically, the options position 

encompasses a long At-the-Money (ATM) call 

option, coupled with a short Out-the-Money (OTM) 

call option with strike price equal to the index 

value increased by a factor of the cap rate and a 

short OTM put option with strike price equal to the 

index value decreased by a factor of the buffer rate. 

430The volatility surface data is obtained through 

IvyDB OptionMetrics. 

431The other model inputs—the end-of-day S&P 

500 index value and the risk-free interest rate—are 

obtained through IvyDB OptionMetrics. 

432The staff incorporated any explicit annual 

product fee charged by the insurance company into 

the cost calculation. This analysis could be 

extended to incorporate several additional factors 

that differentiate the RILA from the replicating 

strategy that would be priced in a market. For 

example, it does not consider any effective 

difference to the investor in liquidity because of 

early withdrawal charges or penalties, differences 

in portfolio value prior to maturity, death benefits, 

or specific crediting methods. We request comment 

on these aspects of pricing of RILA contracts below. 

See infra section III.F. 

subject to restrictions on the upside, 

through a cap and/or ‘‘participation 

rate,’’ as well as some form of downside 

protection.419 If the index declines, the 

credited loss is lessened by either a floor 

(a maximum loss percentage), a buffer 

(index losses are credited to the RILA 

investor’s contract value only when they 

exceed a certain threshold), or a 

downside participation rate (the loss 

credited to contract value is a certain 

percentage of the index loss).420 RILA 

downside protection mechanisms 

typically do not change over time, 

whereas issuers may, and likely will, 

change upside limits on gains for both 

new contracts as well as existing 

contracts to reflect changing market 

conditions.421 If a RILA contract offers 

downside protection in the form of a 

floor, then the increased volatility 

would expose the issuer to greater 

downside risk. To offset the increased 

downside risk, an issuer might choose 

to reduce its upside risk by lowering cap 

rates.422 If the RILA contract offers 

downside protection in the form of a 

buffer, then increased volatility would 

expose the issuer to reduced downside 

risk. The reduced downside risk might 

cause issuers to increase cap rates.423

Also, unlike variable annuities, most 

RILAs do not include any direct ongoing 

fees or charges to the investor. Insurance 

companies, however, can benefit from 

offering RILAs in at least three ways. 

First, insurance companies can benefit 

from a favorable imbalance between the 

downside protections that a RILA 

contract offers, and the upside limits the 

contract offers.424 That is, insurance 

companies set the level of upside limits 

such that their value (to the issuer) 

exceeds the cost of providing the 

downside protection mechanism to 

investors.425 One study estimates an 

average annual cost to investors from 

the imbalance between the downside 

protections that a RILA contract offers 

and the upside limits is approximately 

0.17% of the RILA investment 

amount.426 To assess if the findings of 

the study continue to be relevant for the 

current RILA market, the staff 

conducted an independent analysis of 

RILA contract terms. Specifically, staff 

examined 24 one-year term rates linked 

to the S&P 500 index, Nasdaq 100 index, 

Russell 2000 index, and MSCI EAFE.427

These rates were offered by three 

insurance companies across a two-week 

interval.428 In particular, staff calculated 

the fair value of the portfolio, composed 

of a risk-free zero-coupon bond with 

one-year maturity and a collection of 

hypothetical index options with oneyear expiration that would replicate the 

promised payoff for each contract.429

Staff used the Black-Scholes formula for 

European options to derive fair prices of 

these hypothetical index options. In 

estimating the implied volatility for 

each specific strike price, staff utilized 

an estimated one-year volatility 

surface.430 The volatility surface 

estimates the values for implied 

volatility across a range of standardized 

options with varying implied strike 

prices, including both calls and puts. 

Staff then linearly interpolated between 

the implied volatilities with implied 

strikes adjacent to the strike price of 

each hypothetical option to obtain the 

implied volatility. This implied 

volatility is used as an input in the 

Black-Scholes formula to derive the fair 

values of the options.431 Staff assumed 

that the options expire in exactly one 

year. The annual cost of each contract 

is defined as the difference between the 

par value and the calculated risk-neutral 

fair price of the contract, divided by the 

par value.432

Table 10 presents the mean and 

median annual costs for each of the 

twenty-four contracts during the sample 

period. The annual costs hover around 

zero for all contracts. The mean annual 

costs are positive for nearly all of the 

contracts, ranging from 0.04% for 

contract 22 and 0.93% for contract 20, 

but negative for others, such as contract 

1, contract 2, contract 3, and contract 

16. These results are consistent with the 

Moenig Paper’s findings of a mean cost 

of 0.17%. 

TABLE 10—PRICING OF TWENTY-FOUR SAMPLE RILA CONTRACTS

Mean 

(%) 

Median 

(%) 

Contract 1 ................................................................................................................................................................ ¥0.30 ¥0.30 

Contract 2 ................................................................................................................................................................ ¥0.64 ¥0.64 


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433See supra footnote 431. 

434 Id. The Moenig Paper provides the following 

example. If stock prices rise by 7% on average over 

the crediting period, in addition to paying 2% in 

dividends, then the RILA account would be 

credited 7%, even though investors in the 

underlying stocks would earn a 9% return. 

Omitting dividend payments benefits insurers by 

reducing the cost of providing a given amount of 

downside protection (e.g., through lower option 

prices). 

435See also supra footnote 431. 

436See Moenig Paper. 

437 Id. 

438 Id. 

439 Id. 

440Thorsten Moenig and Nan Zhu (2018). Lapseand-Reentry in Variable Annuities, Journal of Risk 

and Insurance, 85(4), 911–938 (‘‘Moenig and Zhu 

Paper’’). 

441See Moenig Paper. 

TABLE 10—PRICING OF TWENTY-FOUR SAMPLE RILA CONTRACTS—Continued 

Mean 

(%) 

Median 

(%) 

Contract 3 ................................................................................................................................................................ ¥0.30 ¥0.29 

Contract 4 ................................................................................................................................................................ 0.57 0.61 

Contract 5 ................................................................................................................................................................ 0.34 0.34 

Contract 6 ................................................................................................................................................................ 0.37 0.50 

Contract 7 ................................................................................................................................................................ 0.42 0.44 

Contract 8 ................................................................................................................................................................ 0.39 0.40 

Contract 9 ................................................................................................................................................................ 0.60 0.58 

Contract 10 .............................................................................................................................................................. 0.72 0.74 

Contract 11 .............................................................................................................................................................. 0.51 0.46 

Contract 12 .............................................................................................................................................................. 0.09 0.09 

Contract 13 .............................................................................................................................................................. 0.22 0.22 

Contract 14 .............................................................................................................................................................. 0.24 0.25 

Contract 15 .............................................................................................................................................................. 0.35 0.36 

Contract 16 .............................................................................................................................................................. ¥0.08 ¥0.11 

Contract 17 .............................................................................................................................................................. 0.16 0.11 

Contract 18 .............................................................................................................................................................. 0.12 0.13 

Contract 19 .............................................................................................................................................................. ¥0.08 ¥0.22 

Contract 20 .............................................................................................................................................................. 0.93 0.93 

Contract 21 .............................................................................................................................................................. 0.63 0.64 

Contract 22 .............................................................................................................................................................. 0.04 0.04 

Contract 23 .............................................................................................................................................................. 0.33 0.33 

Contract 24 .............................................................................................................................................................. 0.38 0.38 

Note: The table summarizes the annual costs for each of the twenty-four contracts offered by three insurance companies during a two-week 

interval. See Rates: Current rates for Allianz Index Advantage ADV Variable Annuity, Allianz, https://www.allianzlife.com/what-we-offer/Annuities/ 

registered-index-linked-annuities/index-advantage-adv/rates (visited Sept. 14, 2023); Variable Annuities, Equitable, https://equitable.com/retirement/products/variable-annuities (click ‘‘View Performance Cap Rates’’) (visited Sept. 14, 2023); Nationwide Defender Annuity, Nationwide (Sept. 

1, 2023), https://nationwidefinancial.com/media/pdf/VAM-3629AO.pdf (visited Sept. 14, 2023). At the end of each business day, we employ a 

market price approach to compute the fair value of each contract. We then compare the fair value to the par value to derive the annual cost and 

incorporate any explicit product fee. Subsequently, we compute the mean and median annual costs for each contract over the two-week measurement period. 

Also, we understand that, generally, 

insurance companies can benefit from 

offering RILAs by investing RILA 

proceeds into fixed-income securities 

such as corporate bonds, thereby 

earning a ‘‘credit risk premium.’’ 

Further, insurance companies can 

benefit when a RILA offers index-linked 

options whose index for measuring 

performance is a price-based index that 

does not account for dividend 

payments. For example, if an investor 

chooses an index-linked option whose 

performance is based, in part, on the 

S&P 500 Price Return Index, the 

credited return may be based on the 

point-to-point change in the S&P 500, 

which does not include the dividend 

payments of the underlying stocks.433

The excluded dividends can act as an 

implicit ‘‘fee’’ on investors with the 

magnitude of the implicit fee being 

comparable to average dividend rates 

among the underlying index stocks.434

While most RILAs do not include any 

explicit ongoing fees or charges to the 

investor, RILAs typically have charges 

for early or mid-term withdrawals. As 

discussed in section II.B.2.a, charges for 

early or mid-term withdrawals could 

include, surrender charges, contract 

adjustments, and transaction charges 

(separate from surrender charges).435

RILAs differ from other annuity 

contracts in other ways as well. Variable 

annuities involve a direct investment of 

premiums into subaccount(s) that 

correspond to one, or more, of many 

mutual funds. RILA premiums, on the 

other hand, are not directly invested 

into the assets of the underlying index, 

and typically investors can only choose 

among index-linked options whose 

returns are based on a small number of 

mainstream indexes.436 Also, the 

financial guarantees common to variable 

annuities are long term and are only 

applied when the contract terminates, 

either at maturity or due to the 

investor’s death, or if the account value 

reaches zero due to guaranteed 

withdrawals.437 These factors make 

variable annuity guarantees difficult to 

value and hedge due to their long-term 

nature (potentially 25 years, or more).438

The guarantees that RILA contracts offer 

as part of their bounded return 

structure, on the other hand, are shortterm (i.e., they are limited to the 

crediting period of the index-linked 

option the investor selects, which is 

usually one, two, three, or six years) and 

tied to the performance of a common 

index, so that issuers can hedge the 

embedded liabilities accurately through 

the financial markets.439

Further, guarantees that RILA 

contracts offer may be much less 

dependent on investor behavior than 

variable annuity guarantees. Variable 

annuity investors may have a strong 

incentive to surrender or exchange their 

policy when an embedded guarantee 

loses its value (i.e., moves ‘‘out of the 

money’’).440 The guarantees RILA 

contracts offer reset with the end of the 

crediting period of the index-linked 

option the investor selects, so such 

guarantees are more commonly ‘‘at the 

money’’ and investors do not have as 

strong of an incentive to surrender or 

exchange their policies.441


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442 Id. 

443 Id. 

444 Id. 

445See proposed General Instruction B.1 of Form 

N–4. 

446The consistent presentation of information 

also could facilitate information collection by third 

parties such as investment advisers and data 

aggregators who could then, in turn, provide 

information to investors. 

Additionally, RILAs and variable 

annuities differ with respect to their use 

of proceeds. As discussed in Section 

II.B.4, variable annuity proceeds are 

held in separate accounts and, therefore, 

insulated from the issuer’s creditors. 

Variable annuity proceeds in unitized 

sub-accounts must be invested as the 

investor chooses and returns are 

credited to the account directly. Like 

variable annuity proceeds, RILA 

proceeds are placed into a (nonunitized) separate account. As a result, 

the proceeds are not insulated from the 

issuer’s creditors. Also, RILA proceeds 

can be invested as the issuer sees fit. 

We understand that for index-linked 

options offering shorter crediting 

periods, and whose returns are based on 

common indexes such as the S&P 500 

Index, insurance companies are able to 

invest RILA proceeds in exchangetraded derivative securities that closely 

approximate the issuer’s liabilities from 

a RILA contract at the end of each 

crediting period.442 In doing so, 

insurance companies are able to hedge 

away their risk at a low cost. Further, 

we understand that insurance 

companies can, and do, invest the 

remaining proceeds into fixed-income 

securities (e.g., corporate bonds) that 

allow them to earn a ‘‘credit risk 

premium.’’ 443 The credit risk premium 

can be an important source of benefits 

to issuers.444

C. Benefits and Costs 

1. Benefits 

a. Use of Form N–4 

Unlike variable annuity offerings that 

are registered on Form N–4, insurance 

companies register RILA offerings on 

Forms S–1 or S–3. These forms include 

a number of disclosure requirements 

that are specific to the insurance 

company issuing the RILA that the 

Commission does not require in the 

registration statements for offerings of 

variable annuities. 

We are proposing that insurance 

companies use Form N–4 to register the 

offering of RILAs and we are proposing 

to adapt Form N–4 for that purpose.445

Because it is an existing form, we 

believe RILA issuers and investors are 

familiar with Form N–4. As a result of 

expanding the scope of Form N–4 to 

address RILAs, RILA offerings would be 

registered on the same form as variable 

annuities. Requiring that insurance 

companies register RILA offerings on 

Form N–4 would leverage insuranceproduct specific disclosure 

requirements reflected in the form and 

also would permit the summary 

prospectus layered disclosure 

framework the Commission adopted in 

2020 for variable annuities. 

The following sections discuss the 

specific benefits deriving from the 

contents and requirements of the form 

in detail. In addition to these benefits, 

expanding the scope of Form N–4 to 

include RILAs would benefit investors 

by making it easier for them to evaluate 

and compare RILAs, and also to 

compare other annuity products with 

RILAs. For example, investors may 

require less effort to evaluate and 

compare annuity products that register 

using the same form. To the extent that 

investors require less effort to evaluate 

and compare these annuity products, 

investors may be more likely to make 

decisions that better align with their 

investment goals. 

b. Contents of Form N–4 

The proposal is designed to facilitate 

the Commission’s goal it sought to 

achieve in adopting Form N–4, namely 

to help investors make an informed 

investment decision regarding the 

annuity products that are registered on 

that form. The registration process on 

Form N–4 uses a layered disclosure 

approach designed to provide investors 

with key information relating to the 

contract’s terms, benefits, and risks in a 

concise and more reader-friendly 

presentation, with access to more 

detailed information for those investors 

who want it. Providing investors with 

key information is particularly 

important in the context of annuity 

contracts since their structure is 

typically more complex than other types 

of investment products commonly sold 

to retail investors. 

Specifically, the proposal would 

update the contents of Form N–4 to 

specifically address RILAs, including 

by: (1) amending the form’s general 

instructions; (2) amending the 

requirements for front and back cover 

pages; (3) updating the Key Information 

Table; (4) providing new principal 

disclosures regarding RILA investment 

options; and (5) providing for new 

contract adjustment and fee disclosures. 

The proposal would also include certain 

other technical and conforming 

amendments to Form N–4 and related 

rules designed to accommodate the 

inclusion of RILA offerings on that form 

as well as requiring the insurance 

company to provide disclosure in 

response to the remaining items on 

Form N–4 to the extent applicable. 

(1) General Instructions 

The proposal would require RILA 

offerings registered on Form N–4 to 

comply with the general instructions of 

that form, including requirements 

related to: (1) using document design 

techniques that promote effective 

communication, (2) organizing 

information to make it easier for 

investors to understand, (3) including 

information in the prospectus or SAI not 

otherwise required so long as the 

additional information is not 

incomplete, inaccurate, or misleading, 

and does not obscure or impede 

understanding of the information that is 

required, (4) requiring Form N–4 filers 

to define special terms used in the 

prospectus in any presentation that 

clearly conveys meaning to investors, 

(5) allowing insurance companies to 

describe multiple contracts that are 

essentially identical in a single 

prospectus, (6) making available the 

dates of both the prospectus and SAI, (7) 

providing an interactive data file related 

to certain information on the form, (8) 

requiring insurance companies to 

include active hyperlinks, or other 

means of facilitating access that leads 

directly to the relevant website, for an 

electronic version of the prospectus, and 

(9) the use of incorporation by reference. 

The general instructions are designed to 

require clear and consistent disclosure 

to investors about annuity contracts 

currently registered on the form and to 

make clear how filers must prepare and 

file their registration statements. 

We believe clear disclosure benefits 

investors by making it easier for 

investors to evaluate and compare 

offerings. Concise and decision-useful 

disclosures can help facilitate the 

investment decision-making process. 

Also, the presentation of information in 

a consistent manner could facilitate not 

only the evaluation and comparison 

among RILA offerings, but also could 

facilitate the comparison of RILAs to 

other annuity products.446 Further, 

certain investors, while aware of 

variable annuities, simply may not be 

aware of RILAs as an investment option. 

Presentation of information in a 

consistent manner on Form N–4 could 

increase investor awareness of RILAs as 

an investment option. 

(2) Front and Back Cover Pages 

The proposal would make certain 

changes to information currently 

required on the front and back pages of 


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447Many of the summary points presented in the 

KIT are discussed in greater detail in other parts of 

the form. In this way, the KIT is an integral part 

of the layered disclosure approach the Commission 

traditionally has taken with annuity products. To 

ensure that the KIT serves this function effectively, 

we also are proposing to delete Form N–4’s general 

instruction stating that where the discussion of 

information required by the Overview of the 

Contract (currently Item 3) or KIT (currently Item 

2) also responds to the disclosure requirements in 

other items of the prospectus, registrants need not 

include additional disclosure in the prospectus that 

repeats the information disclosed in the Overview 

of the Contract or the KIT. See infra footnote 84 and 

accompanying text. 

448Currently, such format is suggested but not 

required. See General Instruction C.3.(c) of Form N– 

4. 

a prospectus for all registrants on Form 

N–4. Like variable annuities registered 

on Form N–4, RILAs would be required 

to present certain information on the 

front and back cover pages of the 

prospectus. The proposal would require 

several new cover page disclosures for 

all Form N–4 issuers. One of these 

would provide additional information 

distinguishing among the investment 

options available in the annuities 

registering on Form N–4 and crossreference the prospectus appendix that 

provides additional information about 

each option. These changes could help 

investors better understand what 

investment options are available under 

the contract, in an easily identifiable 

location. Also, the proposal would 

require the inclusion of three new 

legends that highlight risks that are 

particularly prevalent in RILAs. The 

new legends that highlight risk that are 

particularly prevalent in RILAs should 

benefit investors by putting them on 

notice of these key considerations at the 

outset, helping the investor make 

informed decisions. 

(3) Key Information Table 

As required for current Form N–4 

issuers, the proposal would require 

RILA issuers to provide a Key 

Information Table in their registration 

statements. The KIT includes a 

summary of five areas: (1) fees and 

expenses, (2) risks, (3) restrictions, (4) 

taxes, and (5) conflicts of interest. The 

KIT is important summary disclosure 

for investors that is included in the 

prospectus, and the proposed 

amendments to the KIT requirements 

are intended to highlight important 

considerations related to RILAs, 

including certain unique and/or opaque 

aspects of RILAs.447 Consistent with our 

layered disclosure approach for variable 

annuities registered on Form N–4, RILA 

issuers would be required to provide 

cross-references in the KIT to the 

location in the statutory prospectus 

where the subject matter is described in 

greater detail. Certain of the amended 

KIT requirements would apply to all 

Form N–4 issuers. In particular, in a 

change from the current KIT 

requirements for Form N–4 issuers, the 

amendments would require that 

responses in an item be presented in a 

Q&A format.448 In a change for all Form 

N–4 issuers, the proposal also would 

change the order in which the KIT 

appears relative to the Overview of the 

Contract disclosures in the prospectus. 

Overall, the proposed KIT 

requirements (like the current KIT 

requirements for variable annuities) are 

designed to provide a brief description 

of key facts about a RILA in a specific 

sequence and in a standardized 

presentation that is designed to be easy 

to read and navigate. We believe that a 

standardized presentation that is 

designed to be easy to read and navigate 

benefits investors by making it easier for 

investors to evaluate and compare RILA 

offerings. Also, the standardized 

presentation of information could 

facilitate not only the evaluation and 

comparison among RILA offerings, but 

also could facilitate the comparison of 

RILAs to other annuity products. 

(4) Principal Disclosure Regarding RILA 

Offerings 

The proposal would amend Form N– 

4 to require disclosure that would 

provide investors with information 

about all annuities whose offerings are 

registered on Form N–4 as well as with 

specific information about RILAs and 

the index-linked options available 

under the RILA contracts. With regard 

to Form N–4 issuers generally, the 

proposal would require registrants to 

disclose investment option risk, early 

withdrawal risk, contract benefits risk, 

insurance company risk, and the risk of 

contract changes. With regard to specific 

information about RILAs, the proposal 

includes requirements related to: (1) 

information about RILAs generally and 

an overview of certain key elements of 

any index-linked option offered under 

the contract; (2) a more in-depth 

description of index-linked investment 

options available under the contract; (3) 

the inclusion of an appendix that 

consolidates certain summary 

information related to index-linked 

options and fixed options available 

under the contract (which would 

accompany similar information about 

variable options offered under a 

‘‘combination’’ contract); and (4) certain 

principal risk disclosures relating to 

investing in the RILA contract that the 

prospectus describes. 

The proposed disclosure requirements 

are designed to provide additional 

information regarding the risk of 

investing in Form N–4 issuers generally, 

as well as the unique aspects of RILAs 

and certain summary and detailed 

information about index-linked options 

available under a RILA contract. The 

information could benefit investors by 

making it easier for investors to evaluate 

and compare variable annuity products 

registered on Form N–4. The required 

disclosure relating to index-linked and 

fixed options available under a contract 

could benefit investors by facilitating 

the comparison of these investment 

options to other investment options 

available under the contract, as well as 

to investment options that other RILA 

contracts offer. 

(5) Addition of Contract Adjustments 

and Other Amendments to Fee and 

Expense Disclosures 

RILA investors have the ability to take 

a withdrawal or transfer out their money 

before the end of a crediting period. If 

amounts are removed from an 

investment option before the end of a 

crediting period, typically an insurance 

company will apply an interim value 

adjustment to the investor’s contract 

value. The IVA, which will adjust the 

contract value based on a formula, can 

move up and down as market 

conditions change throughout the 

crediting period and may adjust daily. 

The IVA is irrelevant if the investor 

does not move money from an 

investment option until the end of the 

crediting period, but it becomes relevant 

if the investor withdraws or transfer the 

money before the end of a crediting 

period. Similarly, a positive or negative 

market value adjustment could apply if 

amounts are partially or fully 

withdrawn from the contract before the 

end of a specified period. These contract 

adjustments, whose calculation varies 

by insurance company, may have a 

positive or negative effect on the value 

of the contract. 

We propose amendments to Form N– 

4 to require specific disclosures with 

respect to contract adjustments. 

Currently, Form N–4 requires variable 

annuity registrants to provide 

comprehensive information on the fees 

and expenses that investors will pay 

when buying, owning, and surrendering 

a contract, including expenses paid each 

year during the time the investor owns 

the contract. Although RILAs typically 

do not charge the explicit fees and 

expenses common to variable annuities, 

they do typically utilize contract 

adjustments. Since negative adjustments 

may result in substantial costs to 

investors, we believe that it is important 

to include a detailed description of 


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449See supra section II.B.9. 

450See supra footnote 402. 

451Currently tagged disclosures include: Item 2 

(Key Information), Item 4 (Fee Table), Item 5 

(Principal Risks of Investing in the Contract), Item 

10 (Benefits Available under the Contract), and Item 

17 (Portfolio Companies under the Contract). See 

Instruction C.3.h of Form N–4; 17 CFR 

232.405(b)(2)(iii). 

contract adjustments in the registration 

statement. 

Specifically, we are proposing to 

expand current disclosure requirements 

to address contract adjustments that 

could affect investors’ contract value 

when buying, owning, and surrendering 

or making withdrawals from an 

investment option. We are also 

proposing certain other specific 

disclosures about contract adjustments, 

such as requiring disclosures about the 

maximum potential loss that an investor 

could experience in connection with a 

negative contract adjustment. 

We believe that these disclosures 

would benefit investors since they 

would be able to better evaluate the 

costs of purchasing and owning annuity 

contracts, including RILAs. In addition, 

these disclosures can make lessinformed investors aware of RILAs’ 

unique characteristics, which could 

increase investor understanding of 

RILAs as an investing option. 

(6) Other Amendments to Form N–4 

The proposal would include certain 

other amendments to Form N–4 and 

related rules designed to accommodate 

the inclusion of RILA offerings on Form 

N–4. These include amendments to 

Form N–4’s facing sheet, definitions, 

exhibit list, and required 

representations, as well as amendments 

to certain Securities Act rules that help 

to implement the proposal. Because 

these other amendments to Form N–4 

and related rules are designed to 

accommodate the inclusion of RILA 

offerings on Form N–4, the benefits that 

could accrue as a result of these other 

amendments are those that result from 

RILA issuers registering offerings on 

Form N–4 rather than Form S–1 or Form 

S–3. 

The proposal would also amend Form 

N–4’s required exhibits list to add new 

Item 27(p) for all issuers, which would 

require the filing of any power of 

attorney included pursuant to rule 

483(b). While this exhibit is already 

required to be filed with a Form N–4 

registration statement under rule 483(b), 

practices differ in regard to the 

placement of a required power of 

attorney exhibit within the exhibit list. 

This amendment would benefit 

investors in comparing these exhibits 

for all annuity products whose offerings 

are registered using Form N–4 by 

standardizing the location of these 

exhibits in the registration statement. 

Facilitating the comparison of annuity 

products could benefit investors by 

helping them to invest in RILAs in a 

manner that is consistent with their 

overall financial needs and objectives. 

We are also proposing to add new 

Item 31A in Form N–4 to require 

census-type information on RILAs 

offered in connection with the 

applicable registration statement. Under 

this proposed new item, an insurance 

company would have to provide 

information regarding any RILA offered 

through the registration statement, as of 

the most recent calendar year-end, 

including (1) the name of each contract; 

(2) the number of contracts outstanding; 

(3) the total value of investor allocations 

attributable to index-linked options; (4) 

the number of contracts sold during the 

prior calendar year; (5) the gross 

premiums received during the prior 

calendar year; (6) the amount of contract 

value redeemed during the prior 

calendar year; and (7) whether the 

contract is a combination contract. The 

information in new Item 31A would 

help the Commission and staff in 

identifying trends in insurance 

companies’ offerings of RILAs and have 

a more complete understanding of the 

marketplace for annuity securities. 

We also propose amendments to Item 

34 of Form N–4 to require RILA issuers 

to include two specific undertakings in 

their registration statements on Form N– 

4: (1) to file, during any period in which 

offers or sales are made, through a posteffective amendment to its registration 

statement, any prospectus required by 

section 10(a)(3) of the Securities Act 

and, (2) that, for the purposes of 

determining liability under the 

Securities Act, each post-effective 

amendment shall be deemed to be a new 

registration statement relating to the 

securities offered therein, and the 

offering of such securities at that time 

shall be deemed to be the initial bona 

fide offering thereof. These proposed 

undertakings are the same as two 

undertakings RILA issuers currently 

provide in registration statements. We 

believe that it remains appropriate for 

RILA issuers to continue to furnish 

these representations concerning posteffective amendments to a registration 

statement as, under the proposed 

amendments, RILAs may be 

continuously offered on a registration 

statement for an indefinite amount of 

time. 

(7) Remaining Items 

The proposal would require RILA 

issuers to provide disclosure in 

response to the remaining items on 

Form N–4 to the extent applicable. 

These are items that we have previously 

determined are relevant in the context 

of variable annuity offerings. Requiring 

RILA filers to provide disclosure in 

response to the remaining items on 

Form N–4 to the extent applicable 

would help ensure that comparable 

information is provided in a 

standardized, consistent manner for all 

filers using Form N–4. 

We believe standardized, consistent 

disclosure of comparable information 

benefits investors by making it easier for 

investors to evaluate and compare RILA 

offerings. Also, the presentation of 

information in a standardized, 

consistent manner across all filers using 

Form N–4 could facilitate not only the 

evaluation and comparison among RILA 

offerings, but also could facilitate the 

comparison of RILAs to variable 

annuities. Further, certain investors, 

while aware of variable annuities, 

simply may not be aware of RILAs as an 

investment option. Presentation of 

information in a standardized, 

consistent manner on Form N–4 could 

increase investor awareness of RILAs as 

an investing option. Facilitating the 

comparison of annuity products could 

benefit investors by helping them to 

invest in RILAs in a manner that is 

consistent with their overall financial 

needs and objectives. 

(8) Inline XBRL 

The proposal would require many of 

the newly added disclosures on Form 

N–4 to be structured (i.e., tagged) in 

Inline XBRL, a structured, machinereadable data language.449 In addition, 

RILA issuers would have to tag those 

prospectus disclosures that Form N–4 

currently requires to be tagged. 

Currently, disclosures about RILA 

offerings are largely unstructured; only 

the insurance company’s financial 

statements, if reported in GAAP and 

included in a registration statement that 

includes a price or price range, are 

required to be tagged in Inline XBRL.450

Certain of the existing disclosures on 

Form N–4 are required to be tagged in 

Inline XBRL.451

The proposed tagging requirements 

are designed to make the tagged 

disclosures more readily accessible for 

aggregation, comparison, filtering, and 

other analysis. As a point of 

comparison, XBRL requirements for 

public operating company financial 

statement disclosures have been 

observed to improve investor 

understanding of the disclosed 


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452See, e.g., Birt, J., Muthusamy, K. & P. Bir, 

XBRL and the Qualitative Characteristics of Useful 

Financial Information, 30 Account. Res. J. 107 

(2017) (finding ‘‘financial information presented 

with XBRL tagging is significantly more relevant, 

understandable and comparable to non-professional 

investors’’); Cahan, S.F., Chang, S., Siqueira, W.Z. 

& K. Tam, The roles of XBRL and processed XBRL 

in 10–K readability, J. Bus. Fin. Account. (2021) 

(finding 10–K file size reduces readability before 

XBRL’s adoption since 2012, but increases 

readability after XBRL adoption, indicating ‘‘more 

XBRL data improves users’ understanding of the 

financial statements’’); Efendi, J., Park, J.D. & C. 

Subramaniam, Does the XBRL Reporting Format 

Provide Incremental Information Value? A Study 

Using XBRL Disclosures During the Voluntary Filing 

Program, 52 Abacus 259 (2016) (finding XBRL 

filings have larger relative informational value than 

HTML filings). 

453Research suggests that individuals are 

generally able to make more efficient decisions 

when they have comparative information that 

allows them to assess relevant trade-offs. See, e.g., 

Christopher K. Hsee, George F. Loewenstein, Sally 

Blount, Max H. Bazerman (1999). Preference 

Reversals Between Joint and Separate Evaluations 

of Options: A Review and Theoretical Analysis, 

Psychological Bulletin, 125(5), 576–90; see also 

Jeffrey R. Kling, Sendhil Mullainathan, Eldar Shafir, 

Lee Vermeulen, Marian V. Wrobel (2012). 

Comparison Friction: Experimental Evidence from 

Medicare Drug Plans, Quarterly Journal of 

Economics, 127(1), 199–235. In a randomized field 

experiment, some senior citizens choosing between 

Medicare drug plans were randomly selected to 

receive a letter with personalized, standardized, 

comparative cost information. Plan switching was 

28% in the group that received a letter with 

personalized, standardized, comparative cost 

information, but only 17% in the comparison 

group, and the intervention caused an average 

decline in predicted consumer cost of about $100 

a year among letter recipients. 

454 During investor testing, several participants 

felt they would need information beyond the 

information contained in the KIT to make a 

decision about a RILA. See OIAD Report at Section 

5, Qualitative Testing, Results from Round 1. 

455Some investors may prefer to read statutory 

prospectuses, and therefore, the advantages 

associated with summary disclosure, as described 

in this section, may not apply to those investors. 

The statutory prospectus would, under the 

proposed rule, be available online and in paper or 

electronic format upon request. 

information.452 While those 

observations are specific to operating 

company financial statement 

disclosures (including footnotes), and 

not to disclosures on Form N–4, they 

indicate that the proposed Inline XBRL 

requirements would provide investors 

with increased insight into key features 

of the contract that is described in the 

Form N–4 registration statement. For 

example, the data tagging could allow 

third parties such as financial data 

aggregators to efficiently compare and 

otherwise process the disclosed 

information into analyses accessible to 

investors. 

c. Option To Use a Summary Prospectus 

We are proposing to amend rule 498A 

to permit RILA issuers, as well as 

issuers of ‘‘combination contracts’’ 

offering a combination of index-linked 

options and variable options, to use a 

summary prospectus to satisfy statutory 

prospectus delivery obligations. 

Investors would continue to have access 

to the RILA statutory prospectus and 

other information about the RILA 

contract online, with paper or electronic 

copies of this information upon request. 

The current summary prospectus rule 

for variable contracts uses a layered 

disclosure approach designed to provide 

investors directly with key information 

relating to the contract’s terms, benefits, 

and risks in a concise and readerfriendly presentation, with more 

detailed information available 

elsewhere. The proposed amendments 

to rule 498A would broaden the scope 

of the rule to address RILA contracts. 

As discussed in section II.C above, the 

proposed amendments to rule 498A 

would involve the use of two distinct 

types of summary prospectuses for RILA 

contracts, employing the same approach 

the rule currently uses for variable 

contracts. An ‘‘initial summary 

prospectus,’’ covering contracts offered 

to new investors, would include certain 

key information about the contract’s 

most salient features, benefits, and risks, 

presented in plain English in a 

standardized order. The rule 

amendments would also require 

‘‘updating summary prospectuses’’ to be 

provided to existing investors in RILA 

contracts. The updating summary 

prospectus would include a brief 

description of certain changes to the 

contract that occurred during the 

previous year, as well as a subset of the 

information required to appear in the 

initial summary prospectus. Certain key 

information about the index-linked 

options that the contract offers as 

investment options would be provided 

in both the initial summary prospectus 

and updating summary prospectus. 

The proposed rule would create a 

choice for insurance companies. They 

may meet their prospectus delivery 

obligations by providing the statutory 

prospectus, or they may satisfy these 

obligations by providing a summary 

prospectus and making statutory 

prospectuses and other required 

documents available online. Those 

insurance companies that expect to 

benefit by providing summary 

prospectuses would choose to rely on 

the proposed amendments to meet their 

prospectus delivery obligations. Those 

insurance companies that do not expect 

to benefit from this optional prospectus 

delivery regime would choose to 

continue to provide statutory 

prospectuses to investors. 

The presentation proposed for the 

initial summary prospectus may also 

reduce the investor effort required to 

compare RILA contracts, to consider 

different index-linked options that a 

RILA offers, or to compare RILA 

contracts with each other and with 

variable annuity contracts, when an 

investor considers a new investment. 

Information provided in a concise, userfriendly presentation could allow 

investors to compare information across 

contracts and as a result, may lead 

investors to make decisions that better 

align with their investment goals.453

If insurance companies choose to 

meet their prospectus delivery 

obligations by delivering summary 

prospectuses to investors, with other 

documents available online, investors 

would then have a choice as well. 

Under the layered disclosure framework 

we are proposing for RILAs, investors 

would receive information in the form 

of a summary prospectus, with more 

detailed information available online if 

the investor chooses to access it.454

Thus, investors can continue to review 

the statutory prospectuses by accessing 

them online, or they may request paper 

or electronic delivery of statutory 

prospectuses on an ad hoc basis. 

Alternatively, investors may choose 

only to consult the summary 

prospectuses. Further, if investors want 

to rely on some combination of 

summary and statutory prospectuses to 

receive information about the contract, 

that choice is available to them as well. 

Given the Commission’s experience 

administering the optional summary 

prospectus regime for variable 

annuities, we expect a majority of RILA 

issuers would choose to use summary 

prospectuses. Thus, we expect that the 

vast majority of investors will have the 

option to use both summary 

prospectuses and statutory prospectuses 

in their decision-making, in whatever 

proportion investors think is best for 

their preferences. 

Initial Summary Prospectus. Should 

insurance companies issuing RILAs 

choose to use summary prospectuses, 

investors may benefit in a number of 

ways.455 The proposed initial summary 

prospectus for RILAs would be limited 

to describing only the contract and 

features currently available under the 

statutory prospectus. This focus could 

make more salient the features and risks 

of a RILA, thereby facilitating investors’ 

evaluation of those features and risks. 

We are proposing a standardized 

presentation for RILA initial summary 

prospectuses to require certain 

disclosure items that would be most 

relevant to investors to appear at the 

beginning of the initial summary 

prospectus, followed by supplemental 


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456Proposed rule 498A(b)(5). 

457There is evidence that the summarization of 

key information is useful to consumers. See, e.g., 

Sumit Agarwal, Souphala Chomsisengphet, Neale 

Mahoney, Johannes Stroebel, Regulating Consumer 

Financial Products: Evidence from Credit Cards 

(NBER Working Paper No. 19484, rev. 2014), 

available at https://www.nber.org/papers/w19484. 

The authors find that a series of requirements in the 

CARD Act, including provisions designed to 

promote simplified disclosure, has produced 

decreases in both over-limit and late fees, saving US 

credit card users $20.8 billion annually; see also 

Robert L. Clark, Jennifer A. Maki & Melinda Sandler 

Morrill, Can Simple Informational Nudges Increase 

Employee Participation in a 401(k) Plan? 80 S. 

Econ. J. 677 (2014). The authors find that a flyer 

with simplified information about an employer’s 

401(k) plan, and about the value of contributions 

compounding over a career, had a significant effect 

on participation rates. 

458See John Beshears, James J. Choi, David 

Laibson & Brigitte C. Madrian, How Does Simplified 

Disclosure Affect Individuals’ Mutual Funds 

Choices?, in Explorations in the Economics of Aging 

75 (David A. Wise ed., 2010) (‘‘Beshears Paper’’), 

available at https://scholar.harvard.edu/laibson/ 

publications/how-does-simplified-disclosure-affectindividuals-mutual-fund-choices. We note, 

however, that while the authors find evidence that 

investors spend less time making their investment 

decision when they are able to use summary 

prospectuses, there is no evidence that the quality 

of their investment decisions is improved. In 

particular, ‘‘On the positive side, the Summary 

Prospectus reduces the amount of time spent on the 

investment decision without adversely affecting 

portfolio quality. On the negative side, the 

Summary Prospectus does not change, let alone 

improve, portfolio choices. Hence, simpler 

disclosure does not appear to be a useful channel 

for making mutual fund investors more 

sophisticated . . .’’ Id. at 13 (manuscript page). 

459See 2012 Financial Literacy Study. 

460See George Loewenstein, Cass R. Sunstein & 

Russell Golman. (2014) Disclosure Psychology 

Changes Everything, 6 Ann. Rev. Econ. 391 (2014). 

461Prior to the Commission’s 2009 adoption of 

mutual fund summary prospectus rules, the 

Commission engaged a consultant to conduct focus 

group interviews and a telephone survey 

concerning investors’ views and opinions about 

various disclosure documents filed by companies, 

including mutual funds. During this process, 

investors participating in focus groups were asked 

questions about a hypothetical Summary 

Prospectus. Investors participating in the telephone 

survey were asked questions relating to several 

disclosure documents, including mutual fund 

prospectuses. See Abt SBI, Inc., Final Report: Focus 

Groups on a Summary Mutual Fund Prospectus 

(May 2008), available at https://www.sec.gov/ 

comments/s7-28-07/s72807-142.pdf. Although the 

results from the investor testing reflect stated 

investor preferences, they do not provide us with 

information with respect to the extent to which 

RILA investors would actually be more likely to 

read a RILA summary prospectus relative to a 

statutory prospectus. 

462Tailored Shareholder Reports Adopting 

Release. 

463See supra footnote 453. 

information. An initial summary 

prospectus must contain the 

information required by the rule, and 

only that information, in the order 

specified by the rule.456 The 

information would be required to 

appear in the same order, and under 

relevant corresponding headings, as the 

rule specifies. The required presentation 

could also facilitate comparisons of 

different RILA contracts, as well as 

comparisons between RILA contracts 

and variable annuities. 

We believe standardized, consistent 

disclosure of comparable information 

benefits investors by making it easier for 

investors to evaluate and compare RILA 

offerings. Also, the presentation of 

information in a standardized, 

consistent manner could facilitate not 

only the evaluation and comparison 

among RILA offerings, but also could 

facilitate the comparison of RILAs to 

other variable annuities. Further, certain 

investors, while aware of variable 

annuities, simply may not be aware of 

RILAs as an investment option. 

Presentation of information in a 

standardized, consistent manner in an 

initial summary prospectus could 

increase investor awareness of RILAs as 

an investing option. 

In addition, given the time required to 

review a statutory prospectus, RILA 

investors may benefit from summary 

prospectuses because they offer a 

shorter alternative to statutory 

prospectus disclosure. There is evidence 

that suggests that consumers benefit 

from summary disclosures.457 Within 

the specific context of investing, there is 

evidence from related contexts that 

suggests that summary prospectuses 

allow investors to spend less time and 

effort to arrive at the same portfolio 

decision as if they had relied on a 

statutory prospectus.458 This research is 

consistent with the 2012 Financial 

Literacy Study, which showed that at 

least certain investors favor a layered 

approach to disclosure with the use, 

wherever possible, of summary 

documents containing key information 

about an investment product or 

service.459

Also, investors allocate their attention 

selectively,460 and the sheer volume of 

disclosure in a statutory prospectus may 

discourage some investors from reading 

contract statutory prospectuses. The 

observations of a telephone survey 

conducted on behalf of the Commission 

with respect to mutual fund statutory 

prospectuses (which are typically 

shorter than variable contract statutory 

prospectuses, and shorter than RILA 

statutory prospectuses are expected to 

be under the proposal) are consistent 

with the view that the volume of 

disclosure may discourage investors 

from reading statutory prospectuses.461

That survey observed that many mutual 

fund investors do not read statutory 

prospectuses because they are long, 

complicated, and hard to understand. 

Responses to investor surveys in other 

contexts, also suggest that shareholders 

may be more likely to read more concise 

shareholder reports.462

To the extent summary prospectuses 

increase readership of RILA contract 

disclosures, they could improve the 

quality and efficiency of portfolio 

allocations made on the basis of 

disclosed information for those 

investors who otherwise would not have 

read the statutory prospectus. 

The presentation proposed for the 

initial summary prospectus may also 

reduce the investor effort required to 

compare RILA contracts, to consider 

different index-linked options that a 

RILA offers, or to compare RILA 

contracts with each other and with 

variable annuity contracts, when an 

investor considers a new investment. 

Information provided in a concise, userfriendly presentation could allow 

investors to compare information across 

contracts and as a result, may lead 

investors to make decisions that better 

align with their investment goals.463 For 

example, the proposed amendments 

would require insurance companies to 

distill certain key product information 

into tables, which could facilitate 

comparison across different products. 

Further, the proposed framework for 

RILA contract summary and statutory 

prospectuses also includes design 

elements to facilitate investor use. In 

particular, the proposed amendments 

include requirements for linking both 

within the electronic version of a 

contract statutory prospectus and 

between the electronic versions of the 

contract statutory prospectus and the 

contract summary prospectus. The 

linking requirement would permit 

investors who use the electronic 

versions of contract prospectuses to 

quickly navigate between related 

sections within the contract statutory 

prospectus and back and forth between 

related sections of the contract summary 

prospectus and the contract statutory 

prospectus. Further, the proposal would 

also require that investors either be able 

to view the definition of each special 

term used in an online summary 

prospectus upon command, or to move 

directly back and forth between each 

special term and the corresponding 

entry in any glossary or list of 

definitions that the summary prospectus 

includes. This requirement would 

facilitate understanding of terms that 

may be confusing or unfamiliar among 

investors viewing the documents online. 

Updating Summary Prospectus. As 

under current rule 498A, we are not 

proposing that RILA issuers send an 


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464Proposed rule 498A(c)(1). 

465See supra footnote 285 and accompanying 

text. 

466Proposed rule 498A(c)(6). 

467Certain Commission letters, or portions 

thereof, exempt insurance companies from the 

requirement to provide financial statements 

prepared in accordance with GAAP in connection 

with the registration of an offering of RILAs on 

Form S–1. As discussed in Section III.B.1.a, among 

RILA contracts that are currently registered with the 

Commission, 47 RILAs report SAP financials and 43 

RILAs report GAAP financials. 

468See Disclosure Amendments to Regulation S– 

K, Form 8–K and Schedule 14A Regarding Changes 

in Accountants and Potential Opinion Shopping 

Situations, Investment Company Act Release No. 

16358 (Apr. 12, 1988) [53 FR 12924 (Apr. 20, 

1988)]; see also item 11(i) of Form S–1. 

updated initial summary prospectus to 

investors each year. Instead, any RILA 

issuer that relies on rule 498A would 

send an updating summary prospectus, 

which would provide a brief description 

of certain changes with respect to the 

contract that occurred within the prior 

year.464 The updating summary 

prospectus would also include certain 

of the information required in the initial 

summary prospectus that we consider 

most relevant to investors when 

considering additional investment 

decisions.465 Further, updating 

summary prospectuses for RILA 

contracts, like initial summary 

prospectuses, would include specific 

disclosure items appearing in a 

prescribed order, under relevant 

corresponding headings.466 An updating 

summary prospectus for a RILA contract 

would have to contain the information 

required by the rule, and only that 

information, in the order specified by 

the rule. 

The proposed updating summary 

prospectus for RILAs would have many 

of the same benefits for investors 

associated with the initial summary 

prospectus discussed above, with 

respect to presenting key information in 

an easier and less time-consuming 

manner for investors. Specifically, 

because many terms of the RILA 

contract do not change from year-toyear, the contract statutory prospectus 

may contain large amounts of disclosure 

that is duplicative of disclosure that the 

investor has previously received. Those 

changes that do occur may be important 

to investors, but the disclosure about 

these changes could be difficult for the 

investor to identify given the volume of 

prospectus disclosure that investors 

would otherwise receive, and the 

current lack of a requirement to identify 

new or changed information. 

Under the proposed amendments, the 

updating summary prospectus would 

include a concise description of 

important changes affecting the 

statutory prospectus disclosure relating 

to certain topics that occurred within 

the prior year—namely: (1) the 

availability of investment options under 

the contract, (2) the overview of the 

contract, (3) the KIT, (4) certain 

information about fees, (5) benefits 

available under the contract, (6) 

purchases and contract value, and (7) 

surrenders and withdrawals. These are 

topics that are most likely to entail 

contract changes and, for the reasons 

previously noted, are the types of 

contract changes most likely to be 

important to investors because they 

affect how investors evaluate RILA 

contracts and are relevant to investors 

when considering whether to continue 

in the existing option (if available) or 

transfer funds to a different option. The 

proposed updating summary 

prospectus, if used by issuers to satisfy 

their prospectus delivery obligations, 

would likely reduce the burden on 

investors and increase their 

understanding of their contract by 

highlighting certain changes to the 

contract made during the previous year, 

while foregoing the repetition of most 

information that had remained 

unchanged. 

d. Use of Statutory Accounting 

The proposal would permit RILA 

issuers to provide financial statements 

on amended Form N–4 in the same way 

that insurance companies currently do 

on Form N–4.467 As a result of this 

change, the financial statements filed in 

connection with a RILA registration 

statement could be prepared in SAP to 

the same extent as currently permitted 

for insurance companies’ financial 

statements filed on that form. We expect 

this approach to appropriately recognize 

the cost burdens if we were to require 

GAAP financial statements in cases 

where the insurance company is not 

otherwise required to prepare financial 

information in accordance with GAAP. 

In addition, SAP financial statements, 

which focus on an issuer’s ability to 

meet its obligations under its insurance 

contracts, as regulated by State law, 

appear to provide sufficient material 

information for investors evaluating 

RILAs. As a result, permitting insurance 

companies to provide SAP financial 

statements when registering the offering 

of a RILA to the same extent as they can 

in connection with variable annuities on 

Form N–4 would be consistent with 

investor protection. Also, investors 

could benefit to the extent the reduced 

cost burdens provided by SAP financial 

statements are passed along to investors. 

The proposal also would require 

RILAs to provide information relating to 

changes in and disagreements with 

accountants on accounting and financial 

disclosure as detailed in 17 CFR 229.304 

(‘‘Item 304 of Regulation S–K’’). Further, 

RILAs would be required to provide as 

an exhibit any letter from the insurance 

company’s former independent 

accountant regarding its concurrence or 

disagreement with the statements made 

by the insurance company in the 

registration statement concerning the 

resignation or dismissal as the insurance 

company’s principal accountant. These 

items are currently provided by RILAs 

on Forms S–1 and S–3 and are designed 

to address the practice of ‘‘opinion 

shopping’’ for an auditor willing to 

support a proposed accounting 

treatment designed to help a company 

achieve its reporting objectives even 

though that treatment might frustrate 

reliable reporting.468 Because the 

requirements for Form N–4 filers under 

the proposal are the same as for Form 

S–1 and Form S–3 filers currently, we 

would not expect any additional 

benefits from the requirement to provide 

information relating to changes in and 

disagreements with accountants on 

accounting and financial disclosure. 

e. Filing Rules 

Fee Payment Method and 

Amendments to Form 24F–2. The 

proposal would require RILA issuers to 

pay registration fees for RILAs using the 

same method that other filers on Form 

N–4 currently use. Issuers registering 

the offerings of RILAs on amended Form 

N–4 would be deemed to be registering 

an indeterminate amount of RILAs upon 

effectiveness of the registration 

statement. These issuers would then be 

required to pay registration fees 

annually based on their net sales of 

these securities, no later than 90 days 

after the issuer’s fiscal year ends, on the 

form that is used by current Form N–4 

filers to pay registration fees (Form 24F– 

2). The proposal would further specify 

the calculation method for paying RILA 

registration fees, consistent with the fee 

calculation methodology that applies to 

current Form N–4 filers. The proposal 

would also indicate when issuers can 

take credits for RILA redemptions that 

pre-date their use of that form and when 

expiring annuity contracts are rolled 

over into a new crediting period as well 

as other minor technical amendments. 

The proposed filing rules would 

provide benefits to insurance 

companies. Rather than registering a 

specific amount of securities, insurance 

companies would register an indefinite 

amount of securities upon the effective 

date of their registration statement. 

Registering an indefinite amount of 


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securities benefits insurance companies 

by eliminating the risk that a RILA 

issuer may inadvertently oversell 

securities with respect to a registration 

statement on Form N–4. The payment of 

fees on an annual net basis furthermore 

should lead to a reduction in overall 

filing fees relating to RILAs. To the 

extent that there are cost savings for 

issuers, some of those savings may 

potentially be passed on to investors. 

Post-Effective Amendments and 

Prospectus Supplements. As discussed 

in section II.E, the proposal would 

require RILA issuers to use the same 

framework for filing post-effective 

amendments to the registration 

statement as is currently used by other 

filers on Form N–4. First, the proposal 

would amend rule 485 under the 

Securities Act to require RILA issuers to 

use that rule when amending RILA 

registration statements on Form N–4. 

Requiring RILA issuers to use that rule 

when amending RILA registration 

statements on Form N–4 would permit 

RILA issuers to file post-effective 

amendments that become automatically 

effective under rule 485(a) after a 

specified period of time after the filing 

or, in certain enumerated 

circumstances, immediately effective 

under rule 485(b). Issuers may benefit to 

the extent automatic effectiveness 

allows issuers to tap favorable windows 

of opportunity in the RILA market, to 

structure terms of RILAs on a real-time 

basis to accommodate investor demand, 

and to determine or change the plan of 

distribution in response to changing 

market conditions. 

Second, the proposal would require 

RILA issuers to apply rule 497 under the 

Securities Act when appropriate to file 

RILA prospectuses and prospectus 

supplements with the Commission. 

Under the proposed amendments, a 

RILA issuer would be required to file 

every prospectus relating to a RILA 

offering that varies in form from a 

previously filed prospectus before it is 

first used. This approach—rather than 

requiring filing only if the issuer makes 

substantive changes from or additions to 

a previously-filed prospectus—may 

benefit both investors and issuers. The 

requirement that insurance companies 

file every prospectus that varies in form 

from a previously filed prospectus 

before it is first used could facilitate 

investor evaluation and comparison by 

making publicly available the most 

timely information currently available 

to investors. We would expect this 

benefit to be minimal, however, because 

rule 424 under the Securities Act 

requires RILA issuers only to file 

prospectuses that contain substantive 

changes. Prospectuses required to be 

filed under rule 497 that would not be 

required to file under rule 424, then, 

would be prospectuses updated with 

minor, non-substantive changes and 

likely of limited informational benefit to 

investors. 

As discussed above, certain issuers 

use a short-form registration statement 

on Form S–3, which requires less 

information than Form S–1 and allows 

for significant incorporation by 

reference. Certain issuers also can rely 

on rule 430B under the Securities Act to 

omit certain information from the 

‘‘base’’ prospectus when the registration 

statement becomes effective and later 

provide that information in a 

subsequent Exchange Act report 

(forward) incorporated by reference, a 

prospectus supplement, or a posteffective amendment. Issuers registering 

annuity product offerings on Form N–4, 

on the other hand, have limited ability 

to incorporate information by reference 

into their registration statements and 

cannot forward incorporate information 

from subsequently filed Exchange Act 

reports. Issuers registering annuity 

product offerings on Form N–4 also 

cannot rely on rule 430B to omit certain 

information from the base prospectus. 

Under the proposal, then, RILA 

investors would have all the 

information available in one location 

rather than needing to separately access 

the information on a website or request 

the incorporated materials. As a result, 

costs to investors for assembling and 

assimilating necessary information 

could decrease, with a potentially 

stronger effect for investors that may not 

have the technical capabilities or 

monetary resources to search efficiently 

through multiple information sources. 

Issuers may benefit from applying 

rule 497 as well. The proposed rule 

would facilitate a uniform post-effective 

amendment and prospectus filing 

framework for all Form N–4 filers, 

which would provide insurance 

companies with more consistent filing 

requirements across similar products. 

This, in turn, could benefit insurance 

companies by making it easier to 

execute such offerings and may decrease 

compliance costs. 

f. Materially Misleading Statements in 

RILA Sales Literature 

The proposal would amend rule 156 

to make its provisions applicable to 

RILA sales literature. Rule 156 is an 

interpretive rule that provides factors to 

be weighed in considering whether a 

statement involving a material fact is or 

might be misleading in the specific 

context of investment company sales 

literature, including literature relating to 

the sale of variable annuities. Proposed 

amendments to rule 156 would indicate 

that whether a statement involving a 

material fact is misleading in RILA sales 

literature would depend on an 

evaluation of the context in which it is 

made, with the rule providing nonexhaustive factors to guide in this 

determination. 

For example, rule 156(b)(1)(ii) 

currently provides that a statement 

could be misleading because of the 

absence of explanations, qualifications, 

limitations or other statements 

necessary or appropriate to make such 

statement not misleading. This 

provision, where made applicable to 

RILA sales literature, would generally 

require an insurance company to 

consider whether an advertisement 

would be materially misleading if it 

markets the investment as a growth 

investment, a loss-avoidance vehicle, or 

a customizable product in the absence 

of qualifying explanations or statements. 

Similarly, if sales literature advertises a 

particular feature of the product’s 

bounded return structure that is not 

available for the life of the product or 

the full term of any surrender charge 

period, the provision as made 

applicable to RILA sales literature 

would require consideration of whether 

the statement is misleading without 

providing additional context as to the 

issuer’s discretion to make changes. 

Further, rule 156(b)(4) currently 

provides that representations about fees 

or expenses associated with an 

investment in a fund could be 

misleading because of statements or 

omissions made involving a material 

fact, including situations where 

portrayals of the fees and expenses 

associated with an investment in the 

fund omit explanations, qualifications, 

limitations, or other statements 

necessary or appropriate to make the 

portrayals not misleading. We are 

proposing to amend this provision also 

to address representations about the fees 

or expenses associated with a RILA 

contract. In the context of RILA sales 

literature, this provision as amended 

would require consideration about 

whether representations or portrayals 

either of a RILA’s costs or charges, or 

optional benefits that are subject to a 

contract adjustment, would require 

qualifying statements or explanations 

regarding the economic costs to the 

investor to receive an advertised benefit 

or those generally associated with the 

RILA. 

Also, rule 156(b)(2)(i) currently states 

that representations about past or future 

investment performance could be 

misleading because of statements or 

omissions made involving a material 

fact. This includes situations where 


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469See infra Table 13. 

470An AICPA survey of 1,032 public operating 

companies with $75 million or less in market 

capitalization in 2018 found an average cost of 

$5,850 per year, a median cost of $2,500 per year, 

and a maximum cost of $51,500 per year for fully 

outsourced XBRL creation and filing, representing 

a 45% decline in average cost and a 69% decline 

in median cost since 2014. See AICPA, XBRL Costs 

for Small Companies Have Declined 45% since 

2014 (2018), available at https://us.aicpa.org/ 

content/dam/aicpa/interestareas/frc/accounting

financialreporting/xbrl/downloadabledocuments/ 

xbrl-costs-for-small-companies.pdf. Note that this 

survey was limited to small operating companies. 

Additionally, a NASDAQ survey of 151 listed 

issuers and other respondents in 2018 found an 

average XBRL compliance cost of $20,000 per 

quarter, a median XBRL compliance cost of $7,500 

per quarter, and a maximum XBRL compliance cost 

of $350,000 per quarter in XBRL costs per quarter. 

See Letter from Nasdaq, Inc. (Mar. 21, 2019); 

Request for Comment on Earnings Releases and 

Quarterly Reports, Securities Act Release No. 10588 

(Dec. 18, 2018) [83 FR 65601 (Dec. 21, 2018)]. 

471See infra Table 16. 

472Based on analysis of Forms S–1, S–3, and POS 

AM filed by RILA issuers. 

473See also infra section III.D. 

portrayals of past income, gain, or 

growth of assets convey an impression 

of the net investment results achieved 

by an actual or hypothetical investment 

which would not be justified under the 

circumstances, including portrayals that 

omit explanations, qualifications, 

limitations, or other statements 

necessary or appropriate to make the 

portrayals not misleading. This 

provision, where made applicable to 

RILA sales literature, would require 

consideration of whether illustrations 

about the operation of a RILA or its 

features could be misleading because, 

for example, they use assumptions that 

are not currently offered or exceed what 

could be reasonably anticipated or use 

‘‘cherry picked’’ data. 

By reducing the potential for 

misleading or fraudulent statements in 

RILA sales literature, applying rule 156 

to RILAs would provide investors with 

protections and help ensure that 

investors receive the information 

necessary to make informed decisions 

about these products. Ensuring that 

investors receive the information 

necessary to make informed decisions 

could benefit investors by facilitating 

investor evaluation of RILAs as well as 

investor comparison of RILAs to other 

annuity products. 

2. Costs 

The proposal could lead to certain 

additional costs for insurance 

companies. These costs would likely 

vary across insurance companies, 

depending on their existing lines of 

business. Costs may also vary 

depending on the extent to which 

insurance companies create 

prospectuses that vary in form from 

previously filed prospectuses and the 

frequency of certain events, such as 

changes in accountants and 

disagreements with accountants on 

accounting and financial disclosure. 

Generally, the costs would be lower for 

insurance companies that currently offer 

products that register on Form N–4, for 

those insurance companies that do not 

change or remove key features of RILAs 

frequently, and for those insurance 

companies that do not experience 

changes in, and disagreements with, 

accountants on accounting and financial 

disclosure. 

We anticipate that the costs to 

insurance companies would be 

comprised of both direct compliance 

costs and indirect costs. Direct costs for 

insurance companies would consist of 

internal costs (for compliance attorneys 

and other non-legal staff, such as 

computer programmers, to prepare and 

review the required disclosure) and 

external costs (including filing fees, 

outside legal and accounting fees, as 

well as any costs associated with 

outsourcing all or a portion of the Form 

N–4 filing responsibilities to a filing 

agent, software consultant, or other 

third-party service provider). 

The proposal could lead to certain 

costs for investors as well. Any portion 

of additional costs that is not borne by 

insurance companies would ultimately 

be passed on to RILA investors. 

Investors also may bear costs associated 

with certain proposed changes such as 

the proposed change in filing rules as 

well as an insurance company’s option 

to use a summary prospectus. 

a. Direct Costs 

Form N–4. We believe that the direct 

costs associated with the proposed 

amendments would be most significant 

for the first Form N–4 registration 

statement that an insurance company 

would be required to prepare and file 

because the insurance company would 

need to familiarize itself with the new 

registration form and may need to 

configure its systems to efficiently 

gather the required information. In 

subsequent periods, we anticipate that 

insurance companies would incur 

significantly lower costs because much 

of the work involved in the initial 

registration statement preparation and 

filing is non-recurring and because of 

efficiencies realized from system 

configuration and reporting automation 

efforts accounted for in the initial filing 

period. The costs associated with 

preparing and filing a new registration 

statement (on Form N–4 as opposed to 

Forms S–1/S–3) would be ameliorated 

to the extent an insurance company 

currently has experience and systems in 

place to prepare and file registration 

statements on Form N–4 (e.g., the 

insurance company currently offers 

variable annuities whose offerings are 

registered on Form N–4). We estimate 

the aggregate additional annual internal 

time cost to be $16,133,834 and the 

aggregate annual external cost burden to 

be $2,914,740.469

Insurance companies would also 

incur compliance costs to tag many of 

the newly required Form N–4 

disclosures (as well as those prospectus 

disclosures that Form N–4 currently 

requires to be tagged) in Inline XBRL. 

Various XBRL and Inline XBRL 

preparation solutions have been 

developed and used by operating 

companies and investment companies 

to fulfill their structuring requirements, 

and some evidence suggests that, for 

smaller operating companies, XBRL 

compliance costs have decreased over 

time.470 We estimate the total aggregate 

additional annual internal time cost for 

XBRL compliance would be $308,560 

and the aggregate annual external cost 

burden to be $63,000.471 In addition, 22 

of the 23 insurers that issue RILAs also 

offer variable products registered on 

Forms N–3, N–4, or N–6, all of which 

are currently structured, or otherwise 

have experience tagging registration 

statements.472

As such, to the extent these 

companies comply with Inline XBRL 

requirements internally rather than 

outsourcing to an external service 

provider, they may already be familiar 

with Inline XBRL software and may be 

able to leverage existing Inline XBRL 

preparation processes and/or expertise 

in complying with the new tagging 

requirements. This would limit the 

compliance costs arising from the new 

tagging requirements for these issuers to 

only those costs related to selecting 

additional Inline XBRL tags for those 

new disclosures proposed to be tagged, 

and reviewing the tags selected for those 

disclosures. Accordingly, we do not 

anticipate that the costs associated with 

Form N–4 tagging would be significant 

enough to deter insurance companies 

from entering the market for RILAs. As 

such, we do not expect that the new and 

modified tagging requirements in this 

proposal would decrease competition in 

the market for RILAs.473

Option to Use a Summary Prospectus. 

Issuers will benefit from the option to 

use a summary prospectus to the extent 

that providing layered disclosure 

through a summary prospectus regime 

(including costs of producing and 

delivering initial summary and updating 

summary prospectuses and of making 

statutory prospectuses, and other 


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474See Table 11, Rule 498A PRA Estimates. 

475See Table 11, Rule 498A PRA Estimates. 476See VASP Adopting Release at n.1084. 

477The potential increase in cost could be greater 

for Form S–3 filers than for Form S–1 filers. Form 

S–3 requires less information than Form S–1. Also, 

Form S–1 allows incorporation by reference only on 

a very limited basis. Form S–3 allows for forward 

incorporation by reference. Form S–3 filers may 

need to produce incrementally more information to 

file on Form N–4 than Form S–1 filers. 

Transitioning to Form N–4 could be more expensive 

for Form S–3 filers than for Form S–1 filers, as a 

result. 

478See Table 11, Rule 498A PRA Estimates. As 

discussed in footnote 477, these costs could be 

greater for Form S–3 filers than for Form S–1 filers. 

Also, we estimate an additional internal time cost 

of $2,436 for each additional prospectus required to 

be filed by separate account registrants. 

479We estimate an initial burden of 15 hours, per 

advertisement, to review existing advertising 

materials at a blended cost of $381 ($5,715 = 15 × 

$381). See Tailored Shareholder Reports for Mutual 

Funds and Exchange-Traded Funds; Fee 

Information in Investment Company 

Advertisements adopting release at footnote 744. 

480We estimate an initial burden of 5 hours, per 

advertisement, to review existing advertising 

materials at a blended cost of $381 ($5,715 = 15 × 

$381). See Tailored Shareholder Reports for Mutual 

Funds and Exchange-Traded Funds; Fee 

Information in Investment Company 

Advertisements adopting release at footnote 745. 

documents available online) is less 

expensive than providing statutory 

prospectuses to new investors and 

updated statutory prospectuses to 

existing investors annually. Insurance 

companies choosing to provide 

summary prospectuses would bear a 

one-time cost of preparing both the 

initial summary prospectus and the 

updating summary prospectus, as well 

as costs associated with preparing 

updated versions the updating summary 

prospectus in the future on at least an 

annual basis. We estimate the average 

annual burden to prepare initial and 

updating summary prospectuses to be 

$5,000 per registration.474

Insurance companies that choose to 

provide summary prospectuses are 

required to make statutory prospectuses 

and other materials available online. We 

estimate the aggregate cost to comply 

with the proposed website posting 

requirements of the rule for documents 

relating to RILAs to be $772 per 

registrant.475 However, some of these 

costs may have already been incurred by 

issuers of ‘‘combination’’ contracts 

offering variable options as well as 

index-linked options. 

Insurance companies that rely on rule 

498A to use summary prospectuses for 

variable annuities are also required to 

include inter- and intra-document 

linking and special terms definitions. 

One linking requirement would allow 

the reader to move back and forth 

between a table of contents of the 

contract statutory prospectus or SAI, 

and the related sections of each 

document. Although prospectuses and 

SAIs are not required to have individual 

headings corresponding to the items in 

the registration forms, we assume that 

the sections of a prospectus or SAI 

would correspond with the item 

requirements of the forms. We estimate 

that Form N–4 filers would require 27 

back-and-forth internal links. The other 

linking requirement would allow the 

reader to move back and forth between 

each section of the summary prospectus 

and any related section of the contract 

statutory prospectus and SAI that 

provides additional detail. This backand-forth movement could occur either 

directly from the summary prospectus 

to the relevant section of the statutory 

prospectus or SAI, or indirectly by 

linking from the summary prospectus to 

a table of contents in the statutory 

prospectus or SAI. For our analysis, we 

assume direct links as those will tend to 

be more costly when compared with 

indirect linking through a table of 

contents. 

An initial summary prospectus for a 

Form N–4 issuer includes eight sections. 

The Key Information Table has 

instructions stating that, wherever 

feasible, a registrant should provide 

cross-references or links to the location 

in the statutory prospectus where the 

subject matter is described in greater 

detail. There are 12 sections of the Key 

Information Table. Therefore, we 

estimate that there would be 18 backand-forth links between initial summary 

prospectuses and statutory prospectuses 

for a Form N–4 issuer. 

An updating summary prospectus for 

a Form N–4 issuer includes three 

sections, one of which, the Key 

Information Table, includes 12 sections. 

One section is the ‘‘Updated 

Information About Your Contract’’ 

section. The number of links in this 

section would depend on the number of 

updates discussed. For example, 

assuming discussion of four updates, we 

estimate the number of back-and-forth 

links between a Form N–4 issuer’s 

updating summary prospectus and 

statutory prospectus to be 16. 

The proposed rule amendments 

would also require that RILA investors 

either be able to view the definition of 

each special term used in an online 

summary prospectus upon command 

(e.g., by ‘‘hovering’’ the computer’s 

pointer or mouse over the term), or to 

move directly back-and-forth between 

each special term and the corresponding 

entry in any glossary or list of 

definitions that the summary prospectus 

includes. We assume that RILA issuers 

could replicate links to a glossary or the 

computer code required to implement 

access to definitions by ‘‘hovering’’ over 

a term with little or no burden, but that 

there would be a burden associated with 

creating the requisite link or code for 

each special term. Accordingly, we 

estimate the cost to comply with the 

proposed requirement to include interand intra-document linking and special 

terms definitions as described above 

would include 6 burden hours and a 

cost of $800 annually, per registrant.476

Filing the Prospectus. As discussed in 

section II.E, RILA issuers follow 

different processes to file prospectuses 

than current Form N–4 filers. For 

example, a RILA issuer is required to 

file a prospectus only if the issuer 

makes substantive changes or additions 

to a previously-filed prospectus, 

whereas current Form N–4 filers are 

required to file every prospectus that 

varies from any previously-filed 

prospectus. Accordingly, under the 

proposed amendments, a RILA issuer 

would be required to file every 

prospectus relating to a RILA offering 

that varies in form from a previously 

filed prospectus before it is first used. 

The proposed requirement could 

increase the number of prospectuses 

required to be filed by RILAs which 

could, in turn, increase costs for 

issuers.477 For each additional 

prospectus required to be filed by 

RILAs, we estimate an addition internal 

cost burden of $113,659.70 and an 

external cost burden of $24,000.478

Materially Misleading Statements in 

RILA Sales Literature. The proposal 

would amend rule 156 to make its 

provisions applicable to RILA sales 

literature. The cost of the proposed 

amendments would include the direct 

cost of analyzing advertising materials 

in light of the guidance rule 156 

provides. This may require review and 

approval of advertisements beyond what 

occurs currently, particularly because 

determining whether a statement 

involving a material fact is misleading 

in RILA sales literature would depend 

on an evaluation of the context in which 

it is made. We expect some of these 

costs to be borne in the first year after 

the rule adoption. That is, these costs 

would be transition costs and not 

sustained beyond the first year. We 

estimate that the transition costs 

associated with the proposed 

advertising rule amendments would be 

$5,715.479 Also, ongoing sales literature 

activity may require internal review and 

approval of advertisements. We estimate 

that the costs associated with ongoing 

sales literature activity would be $1,905, 

annually.480 These costs would be borne 


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481According to the most recent U.S. census data, 

approximately 85% of U.S. households had some 

form of broadband internet access in their home in 

2018, and 92% had a computer (e.g., desktop, 

laptop, tablet or smartphone). See Michael Martin, 

Computer and internet Usage in the United States: 

2018, U.S. Census Bureau (Apr. 21, 2021), available 

at https://www.census.gov/library/publications/ 

2021/acs/acs-49.html; see also Pew Research 

Center, internet/Broadband Fact Sheet (Apr. 7, 

2021), available at https://www.pewresearch.org/ 

internet/fact-sheet/internet-broadband/ (‘‘Today, 

93% of American adults use the internet.’’ and 

‘‘Today, roughly three-quarters of American adults 

have broadband internet service at home.’’); see also 

Ani Petrosyan, internet Usage in the United 

States—Statistics & Facts, Statista (Aug. 31, 2023), 

available at https://www.statista.com/topics/2237/ 

internet-usage-in-the-united-states/#topicOverview 

(‘‘Today, over 90 percent of Americans have access 

to the internet’’). 

482See VASP Adopting Release. In the VASP 

Adopting Release we estimate that printing and 

mailing expenses are $0.18 less for initial and 

updating summary prospectuses than for statutory 

prospectuses. Because we understand RILA 

prospectuses to not be as long as variable annuity 

prospectuses, we would expect savings among RILA 

issuers to be less than the VASP Adopting Release 

savings, but we do not have a basis for believing 

savings for RILA issuers will be of an order of 

magnitude less than the VASP Adopting Release 

savings. We therefore believe savings for RILA 

issuers will be between approximately $.02 and 

$.18. We estimate the internal cost time of online 

posting of contract documents to be $772. See infra, 

Table 11. 

by issuers and third parties who prepare 

RILA advertisements. 

b. Indirect Costs 

Form N–4. While the prospectuses 

and other registration statement 

disclosure required by the proposal 

would likely facilitate investor 

evaluation and comparison of RILAs, 

investors could experience certain 

transition costs under the proposal, and 

some investors may experience other 

ongoing costs. Transition costs would 

include the costs of the inconvenience 

to some investors of adapting to the new 

materials and to the changes in the 

presentation of information. Investors 

would also bear a one-time cost of the 

inconvenience of adjusting to the 

changes in the disclosures they receive. 

These costs are likely to be relatively 

lower for investors with less experience 

investing in RILAs. 

Option to Use a Summary Prospectus. 

While we expect that, should insurance 

companies opt to use summary 

prospectuses, the majority of investors 

would benefit from their disclosures, 

certain investors may incur costs. For 

example, although research indicates 

that investors generally prefer to receive 

summary disclosures there may be RILA 

investors who prefer to rely on statutory 

prospectuses when making investment 

decisions. While RILA statutory 

prospectuses would continue to be 

available online and in paper or 

electronic copy upon request, access to 

those statutory prospectuses would 

require investors to take additional 

steps, imposing some burden. For 

example, investors choosing to access 

the statutory prospectus online rather 

than requesting a paper copy would 

need to manually enter a hyperlink from 

a paper updating summary prospectus 

or click on a link to a website containing 

the statutory prospectus. To the extent 

that internet access and use among RILA 

investors is not universal, those 

investors without home internet access 

might experience a reduction in their 

ability to quickly and easily access 

statutory prospectus information.481

Even for those investors with home 

internet access, there may be some 

resistance to taking the additional step 

of accessing the statutory prospectus 

online. 

Use of Statutory Accounting 

Principles. The proposal would permit 

RILA issuers to provide financial 

statements on amended Form N–4 in the 

same way that insurance companies 

currently do on Form N–4. One 

consequence of this change would be 

that the financial statements filed in 

connection with a RILA registration 

statement could be prepared in SAP to 

the same extent as currently permitted 

for insurance companies’ financial 

statements filed on that form. The 

proposed rule would create a choice for 

certain insurance companies. They may 

prepare their registration statements in 

SAP, or they may prepare their 

registration statements in GAAP. Those 

insurance companies that expect to 

benefit from preparing their registration 

statements in SAP (e.g., through 

reduced costs) would choose SAP. 

Those insurance companies that do not 

expect to benefit from the option to 

prepare their registration statements in 

SAP would continue to prepare their 

registration statements in GAAP. 

Because the proposed rule would, for 

certain issuers, create the option, but 

not the obligation, to prepare their 

registration statements in SAP, we do 

not believe this provision of the 

proposed rule would create additional 

costs. 

Filing and Prospectus Delivery Rules. 

As discussed in section II.E, when a 

RILA issuer seeks to amend a RILA 

registration statement on Form S–1, the 

issuer must file a post-effective 

amendment that is typically declared 

effective by Commission staff acting 

pursuant to delegated authority on such 

date as the Commission may determine. 

To the extent that investors previously 

benefited from the Commission staff’s 

review of these filings before they 

become effective, allowing filings of 

RILA offerings to become automatically 

effective may eliminate such reviews 

and, as a result, possibly increase the 

costs to investors. However, issuers 

would still face liability under the 

Federal securities laws for registration 

statement disclosures (e.g., sections 12 

and 17 of the Securities Act and section 

10(b) and rule 10b–5 under the 

Exchange Act), which may ameliorate 

the potential costs associated with 

reduced staff review. Moreover, rule 485 

only permits updates to become 

immediately effective in limited, 

enumerated circumstances, in order to 

provide an opportunity for staff review 

for all other changes. 

As discussed in section II.E.3, we 

understand that RILA issuers typically 

deliver prospectuses to accompany or 

precede other communications, such as 

annuity applications. It is possible that 

providing layered disclosure through a 

summary contract prospectus regime 

(including costs of delivering initial 

summary and updating summary 

prospectuses and making statutory 

prospectuses and other documents 

available online) could result in reduced 

costs for issuers.482

Materially Misleading Statements in 

RILA Sales Literature. Issuers and third 

parties involved in preparing or 

disseminating investment company 

advertisements may incur costs to 

comply with the proposed advertising 

rule amendments. While reducing the 

potential for misleading or fraudulent 

statements in RILA sales literature 

would provide investors with 

protections and help ensure that 

investors receive the information 

necessary to make informed decisions 

about these products, investors could 

bear the costs of these amendments 

through increased expenses that funds 

would incur to implement the proposal. 

Alternatively, if the cost of compliance 

with these proposed amendments were 

significant, some RILAs might reduce 

advertising to lower the extra costs of 

compliance. If this were to occur, 

investors who would otherwise rely on 

advertisements to make investment 

decisions about RILAs or compare 

RILAs with other investment products 

might have less complete information 

for these purposes. 

D. Effects on Efficiency, Competition, 

and Capital Formation 

Efficiency. To investors, the costs of 

purchasing a RILA are more than just 

the dollar cost of the contract and 

include the value of an individual’s 

time spent evaluating the contract and 

its various aspects. Further, for those 


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483 If market frictions are sufficiently large, 

market frictions could eliminate exchange 

altogether. 

484We do not have data on the extent to which 

investors rely on agents when purchasing RILAs. In 

2019, $95.5 billion of total variable annuity sales of 

$98.3 billion (97%) were through a distribution 

channel involving an agent. If investors rely on 

agents when purchasing RILAs to the same extent 

they do when purchasing variable annuities, then 

the vast majority of RILA investors rely on agents 

when purchasing RILAs. 

investors who do not gain a full 

understanding of the contract, there 

could be a cost stemming from a 

potential mismatch between an 

investor’s goals and the purchased 

contract. Depending on the size of an 

individual’s potential purchase, certain 

of these additional costs could be 

considerable in comparison to the 

monetary costs associated with contract 

purchase and could discourage 

investors from considering RILAs even 

in circumstances where investment in a 

RILA would be beneficial. 

For their part, insurance companies 

only supply RILAs to the extent they 

expect the benefits derived from 

providing the contracts to be greater 

than the costs of supplying the contract. 

For issuers, costs include not only those 

costs associated with producing and 

servicing RILAs, but also those costs 

associated with meeting various 

statutory and regulatory obligations. 

These costs borne by both insurance 

companies and individuals are 

examples of market ‘‘frictions.’’ Market 

frictions have the effect of reducing the 

benefits from (i.e., the efficiency of) 

contracting between market 

participants.483 Rules that reduce costs 

for investors, issuers, or both, reduce 

market frictions and potentially enhance 

the benefits from contracting between 

market participants. By facilitating 

investor evaluation and comparison of 

RILAs as well as facilitating the 

comparison of RILAs to other annuity 

contracts, the proposed rule could 

reduce frictions for investors. Requiring 

insurance companies to use a single 

registration form and filing process for 

all RILAs as well as all variable annuity 

separate accounts that are structured as 

unit investment trusts, as well as 

allowing RILA issuers to provide 

financial statements on amended Form 

N–4 in the same way that insurance 

companies currently do on Form N–4, 

may also reduce certain compliance 

burdens for insurance companies. In 

addition, requiring RILA issuers to tag 

certain key information in Inline XBRL 

would enable investors, third-party 

information providers, Commission 

staff, and other data users to capture and 

analyze that information more quickly 

and efficiently than is possible when the 

same information is provided solely in 

a static, text-based format. 

These increases in efficiency could 

lead investors to save more 

appropriately to meet their retirement 

goals. For example, for existing RILA 

investors the proposal may increase the 

likelihood that investors choose to 

invest more or less money in RILAs in 

a manner that is consistent with their 

overall financial needs and objectives— 

a level that may be higher or lower than 

current levels. Similarly, the proposal 

may lead existing investors to choose to 

allocate their money into different 

investment options that the RILA offers, 

or different RILAs (or other insurance 

products like variable annuities) that 

best meet their needs. The proposal also 

may help promote investment in RILAs 

by investors who currently do not invest 

in RILAs, to the extent such investments 

are appropriate for them. Finally, access 

to clearer information about the contract 

provisions may reduce the chances that 

an investor makes mid-crediting period 

withdrawals or transfers or surrenders a 

RILA when the costs of doing so does 

not justify the benefits. 

Competition. If the proposed rule 

increases efficiency of exchange in the 

RILA market, then we may observe a 

change in investment in RILAs. For 

example, if there are individuals who 

currently do not invest in RILAs (or 

invest less than they would have) 

because the costs other than the price of 

the contract are too high (including the 

effort to gain sufficient understanding of 

the product) or they are not aware of 

RILAs as an investment, then to the 

extent the proposed rule lowers those 

costs or makes investor more aware of 

RILAs, we would expect to observe 

more investors entering the RILA 

market. Conversely, there may be RILA 

investors who, because of the burden, 

choose not to read statutory 

prospectuses. To the extent those 

investors are more likely to read 

summary prospectuses, those investors 

may decide, as a result, that other 

investments or products are better 

suited to their investment goals. This 

could result in fewer investments in 

RILAs. If there are insurance companies 

who limit their participation in the 

RILA market as a result of the 

requirement to register RILA offerings 

on Form S–1 or Form S–3 or because of 

the costs of current prospectus delivery 

requirements, those insurance 

companies may increase participation in 

the RILA market. To the extent that 

competition in a market is related to the 

size of the market, the net effect of these 

potential changes in investor demand 

for, and issuer supply of, RILAs could 

affect competition in the RILA market. 

The proposed rule could also affect 

competition by requiring that 

information about RILAs be presented 

in a concise, user-friendly way, which 

could allow investors to compare 

information across products. Requiring 

RILA issuers to tag certain key 

information in Inline XBRL could 

further facilitate comparisons of 

information across registrants by making 

it easier for investors (directly or 

through third-party data aggregators) to 

extract and aggregate information 

through automated means for analysis 

and comparison, which could increase 

competition among RILA issuers for 

investor capital. For example, the 

proposed rule requires issuers to distill 

certain key product information into 

tables. The presentation of this 

information in a table facilitates 

evaluation among different RILAs as 

well as comparison to variable 

annuities. Greater comparison among 

different RILAs as well as comparison to 

variable annuities could lead to greater 

competition. Furthermore, by reducing 

the costs associated with aggregating 

data across RILAs, the proposed Inline 

XBRL requirement could reduce barriers 

to entry for third-party data aggregators 

and induce competition among firms 

that supply information about RILAs to 

investors, including other third-party 

aggregators and sales agents. 

The effect on competition between 

insurance companies could be limited, 

however, to the extent RILA investors 

rely on an agent to help them select 

their RILA contract and the investment 

options under the contract and do not 

have access to broad comparisons across 

different RILAs (or among different 

investment options that the RILA offers) 

at the time of sale.484 Agents generally 

only provide their customers with a 

subset of all RILAs available in the 

general marketplace. Thus, while the 

product information in summary 

prospectuses would facilitate 

comparison across products offered by 

the agent, the effect would likely be 

limited to the agent’s set of products 

rather than to the broader market. 

Capital Formation. As discussed in 

connection with the potential effects of 

the proposed rule on competition, if the 

proposed rule increases the efficiency of 

exchange in the RILA market, then we 

may observe a change in investment in 

RILAs. As discussed in section III.B.3, 

unlike variable annuities that involve a 

direct investment of premiums into one 

or more mutual funds, which in turn 

invest in underlying securities, RILA 

premiums are not directly invested into 

the assets of the indexes that are 


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associated with the index-linked 

options offered under the contract, but 

are typically invested into fixed-income 

securities such as corporate bonds. To 

the extent that an increase or decrease 

in the demand for RILAs is not driven 

by investors substituting either away 

from, or into, variable annuities or other 

investment vehicles as an alternative, 

we would not expect changing demand 

for RILAs to have any effect on the 

underlying securities. An increase or 

decrease in the demand for RILAs 

could, however, increase or decrease the 

demand for fixed-income securities 

such as corporate bonds. To the extent 

the proposed rule would cause investors 

to either substitute away from, or into, 

variable annuities or another investment 

that entail investment in underlying 

funds (which, in turn, invest in a 

portfolio of securities), there could be an 

effect on capital formation. If investors 

substitute away from variable annuities 

or other investment vehicles into RILAs, 

there could be a reduction in the 

demand for the underlying securities 

and, by extension, a reduction in capital 

formation. If investors substitute away 

from RILAs and into variable annuities 

or other investment vehicles, there 

could be an increase in the demand for 

the underlying securities. To the extent 

issuers invest RILA proceeds into fixedincome securities such as corporate 

bonds, there could be an increase in the 

demand for those securities. 

The proposed Inline XBRL 

requirements could increase the 

efficiency of capital formation to the 

extent that making disclosures available 

in a structured format reduces some of 

the information barriers that make it 

costly for RILA issuers to find 

appropriate sources of new investors. 

Smaller issuers in particular may benefit 

more from enhanced exposure to 

investors. If tagging certain disclosures 

in a structured format increases the 

availability, or reduces the cost, of 

collecting and analyzing key 

information about RILAs, smaller RILA 

issuers may benefit from improved 

coverage by third-party information 

providers and data aggregators. 

E. Reasonable Alternatives 

1. Creating an Entirely New Registration 

Form for RILAs 

The proposed rule would require the 

registration of RILA offerings on Form 

N–4. Most variable annuities use Form 

N–4, which has disclosure requirements 

tailored to these investments that 

provide investors with key information 

about a variable annuity’s terms, 

benefits, and risks in a concise and 

reader-friendly presentation. Currently, 

insurance companies register RILA 

offerings on Forms S–1 or S–3, which 

allow registering general debt or equity 

offerings. Forms S–1 and S–3 require 

issuers to disclose not only information 

about the offering itself, but also 

extensive information about the 

registrant issuing the securities. In 

addition, registrants must include 

financial statements prepared in 

accordance with GAAP, unless an 

exemption has been granted pursuant to 

17 CFR 210.3–13 that permit insurance 

companies to substitute SAP financials 

in lieu of GAAP financials. Form N–4, 

on the other hand, allows insurance 

companies to file financial statements 

prepared in accordance with SAP if they 

do not otherwise prepare GAAP 

financial statements. As an alternative, 

we could have required insurance 

companies to register RILA offerings on 

an entirely new form. 

Form N–4 was designed for 

investment companies, and RILA 

issuers are not investment companies. A 

new form specifically tailored to RILAs 

could be more beneficial than working 

to fit them into an existing framework 

that was designed with a different 

structure in mind. 

A completely new registration form 

for RILA offerings could negatively 

affect investors’ ability to compare 

different RILAs with variable annuities 

that register on Form N–4 (including 

‘‘combination’’ contracts that offer 

index-linked options as well as variable 

options). Furthermore, given that we are 

proposing to amend Form N–4 to 

address those aspects specific to RILAs, 

but many of the current form 

requirements are relevant to the 

registration of RILA offerings, a 

completely new and separate form for 

RILAs would not offer much (if any) 

benefit to investors in terms of new 

information compared to the proposed 

amendments to Form N–4. Since most 

variable annuity issuers already use 

Form N–4 to register their securities, 

and many RILA contracts are offered as 

‘‘combination’’ contracts, the amended 

Form N–4 would efficiently provide 

investors with product-specific 

information about these combination 

contracts. As a result, investors would 

be able to compare annuity products, 

and the investment options that these 

products offer, with less time and effort. 

To the extent that investors use less 

time and effort to compare annuity 

products and their underlying 

investment options, investors may be 

more likely to make decisions that align 

better with their investment goals. 

We preliminarily believe that 

requiring RILA offerings to be registered 

on Form N–4 rather than on an entirely 

new form would also be more efficient 

for insurance companies since they 

would generally follow the same 

procedures they already use for the 

registration of variable annuities. Using 

Form N–4 to register variable annuities 

and RILA offerings would also be less 

costly for insurance companies than 

using Form N–4 for variable annuities 

and a completely new form for RILAs 

since registrants are already familiar 

with Form N–4. It also would be less 

costly because, if RILA offerings had to 

be registered on a form other than Form 

N–4, combination contracts offering 

variable options and index-linked 

options would have to use two separate 

registration forms. 

Commission staff would also benefit 

from using Form N–4 for RILAs because 

the disclosure requirements for variable 

annuities and RILAs would be located 

in one form only, and registration 

statements for these products would be 

subject to the same filing and review 

processes. This would reduce the use of 

resources by Commission staff needed 

to review the registration statements of 

RILAs and variable annuities. 

2. Alternatives to Specific Form N–4 

Amendments 

The Commission is proposing 

amendments to Form N–4 so that 

insurance companies can register RILA 

offerings using that form. While the 

substance of many of the requirements 

in Form N–4 would not change from the 

current version of the form, we are 

proposing to update some items to 

include disclosures specifically tailored 

to RILAs. In certain limited 

circumstances, we have changed the 

disclosure requirements provided on the 

form for all filers, including those 

registering variable annuities. 

As an alternative, we could have 

proposed more or less tailoring the form 

for RILAs. A larger number of 

amendments tailored to RILAs than the 

number we propose would be more 

costly for insurance companies 

registering RILA offerings because 

insurance companies that offer 

combination contracts (or that otherwise 

register variable annuities on Form N– 

4) would have to make more changes to 

their disclosure. For example, we could 

have required insurance companies to 

provide a diagram in the KIT to 

illustrate surrender charges and contract 

adjustments during different time 

periods of the contract, or illustrations 

showing how caps, floors, and/or 

buffers could affect an investor’s returns 

across different market scenarios. 

Also, we could require insurance 

companies to provide information 

related to the economic tradeoffs 


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Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 71165 

485See supra section II.B.3.b. 

486 Id. 

487See, e.g., Julie R. Agnew and Lisa R. Szykman 

(2005). Asset Allocation and Information Overload: 

The Influence of Information Display, Asset Choice, 

and Investor Experience, Journal of Behavioral 

Finance, 6(2), 57–70, and Alejandro Bernales, 

Marcela Valenzuela and Ilknur Zer (2023). Effects 

of Information Overload on Financial Markets: How 

Much Is Too Much? International Finance 

Discussion Papers 1372, Washington: Board of 

Governors of the Federal Reserve System. 

488See supra section II.H. 

489Based on internal estimates, there are 45 

registered MVAs from 15 different insurance 

companies. 27 of these registered MVAs are in 

combination contracts whereas 18 are standalone. 

27 of these registered MVAs use Form S–1 and 18 

use Form S–3. Lastly, 26 of these registered MVAs 

use GAAP financials and 19 use SAP. 

490See supra section III.C.1. 491See supra footnote 451. 

associated with index-linked options. 

For example, we could require the 

insurance company to compare a 

hypothetical investment in the indexlinked option to the value, or cost, of a 

combination of (i) derivatives that 

would provide the index-linked option’s 

investment exposure; (ii) a fixed-income 

component; and (iii) the standard 

insurance features offered with the 

index-linked option, similar to the 

analysis in the Moenig Paper and the 

analysis conducted by the staff in 

section III.B.3.485 In such a comparison, 

we could either require that the 

insurance company should use the 

hypothetical investment discounted by 

the rate of interest the insurance 

company is crediting, or would credit, 

on fixed annuities with a term equal to 

the duration of the crediting periods of 

the index-linked option, or we could 

require the insurance company to use 

the value of a risk-free zero-coupon 

bond with a time to maturity equal to 

the crediting period of the index-linked 

option, consistent with our analysis in 

section III.B.3.486 We could also 

consider requiring additional disclosure 

related to the setting of early withdrawal 

charges or penalties and their impact on 

such a comparison of hypothetical 

investments. For example, we could 

require the calculation of a disclosure 

similar to the analysis in the Moenig 

Paper and the analysis conducted by the 

staff in section III.B.3 to explicitly 

include the impact of early withdrawal 

charges or penalties on the liquidity of 

the investment. We could also require 

more prominent placement of these 

features on marketing or other materials, 

or we could require a comparison of 

these features to potential benefits of the 

RILA to clarify for investors possible 

trade-offs. 

Conversely, a smaller number of 

amendments tailored to RILAs than the 

number we propose would be less costly 

for insurance companies. Since 

insurance companies already use Form 

N–4 to register variable annuities, and 

most RILA issuers offer variable 

annuities registered on Form N–4 

(including, in many cases, combination 

contracts), we preliminarily believe that 

the costs of complying with the 

disclosure requirements of the amended 

form would not be substantial. 

The amendments to Form N–4 that we 

propose would promote investor 

understanding of RILA contracts by 

presenting information in a clear and 

concise manner. Proposing a larger 

number of amendments tailored to 

RILAs may add too much, or less 

relevant, information, which may 

overwhelm investors who may not have 

the time or capacity to process all the 

information.487 Proposing only a subset 

of amendments tailored to RILAs, as 

compared with the proposed approach, 

could result in less investor 

understanding relative to the 

understanding resulting from the 

proposed amendments. 

3. Require the Use of Form N–4 for 

Registered MVAs 

As discussed above, while we are not 

proposing to require insurance 

companies to register offerings of 

registered MVAs on Form N–4, one 

alternative would have been requiring 

insurance companies to register the 

offering of registered MVAs on Form N– 

4.488 These offerings are currently 

registered on Forms S–1 or S–3 but 

differ from RILAs only with respect to 

the manner in which interest is 

calculated and credited.489 As a result, 

many of the benefits and costs identified 

above regarding RILAs would also be 

true in applying the same registration 

and disclosure framework to offerings of 

registered MVAs, including potentially 

a change to the filing fee process to file 

on Form 24f–2 and requiring the issuers 

to follow rule 156. For example, as with 

RILAs, expanding the scope of Form N– 

4 to include registered MVAs would 

benefit investors by making it easier for 

them to compare registered MVAs, and 

also compare registered MVAs with 

other annuity product offerings 

registered using Form N–4.490 In 

particular, because both RILAs and 

registered MVAs include contract 

adjustments, the inclusion of specified 

disclosures about contract adjustments 

would benefit investors since they 

would be able to better evaluate the 

costs of purchasing and owning annuity 

contracts, including registered MVAs. 

Requiring the registration of registered 

MVAs on Form N–4 also would entail 

efficiency benefits to insurance 

companies that offer combination 

contracts, for example ones that include 

both variable annuities registered on 

Form N–4 and registered MVAs, as the 

use of the same registration form for all 

of these products may reduce these 

companies’ compliance burdens. 

Conversely, including registered 

MVAs on Form N–4 would also entail 

similar costs to those outlined above for 

the proposed registration and disclosure 

approach for RILAs. These would 

include direct costs to the insurance 

company, for example filing fees, as 

well as outside legal and account fees. 

Direct costs also would include costs 

associated with filing the first Form N– 

4 registration statement in connection 

with the registration of a registered 

MVA offering, where the insurance 

company would be required to 

familiarize itself with the new 

registration form and may need to 

configure its systems to efficiently 

gather the required information. 

Further, investors would bear certain 

indirect costs, such as the cost of 

adapting to new materials and the 

changes in the presentation of 

information. 

Ultimately, we determined not to 

propose to require insurance companies 

to register offerings of registered MVAs 

on Form N–4 at this time, but we 

request comment on this reasonable 

alternative. 

4. Limiting Scope of Structured Data 

Requirements 

The proposed rule would require 

many of the newly added disclosures on 

Form N–4 to be tagged in Inline XBRL, 

and also would require RILA issuers to 

tag those prospectus disclosures that 

Form N–4 currently requires to be 

tagged. Alternatively, the Commission 

could have limited the tagging 

requirement to only those disclosures 

being added to Items of Form N–4 that 

are already tagged in Inline XBRL.491

Under this alternative, disclosures 

relating to: the overview of the contract; 

the description of the Insurance 

company, registered separate account, 

and investment options; charges; 

purchases and contract value; purchase 

of securities being offered; 

disagreements with and changes to 

accountants; information about 

contracts with index-linked options and 

fixed options subject to a contract 

adjustment; and fee representations and 

undertakings would not be tagged. 

Limiting the scope of tagging 

requirements in this manner would 

result in reduced compliance burdens 

for insurance companies, which would 

be required to apply fewer tags to their 


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71166 Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 

disclosures on Form N–4 filings. 

However, the alternative would also 

remove the informational benefits 

associated with making those 

disclosures available in a machinereadable manner. Furthermore, because 

Form N–4 filers already have Inline 

XBRL tagging obligations with respect to 

certain of the form’s disclosure 

requirements, the burden reductions 

resulting from such an alternative 

would be limited. 

F. Request for Comment 

Throughout this release, we have 

discussed the anticipated benefits and 

costs of the proposed rule and its 

potential effect on efficiency, 

competition, and capital formation. 

While we do not have comprehensive 

information on all aspects of RILA 

registration and reporting, we are using 

the data currently available in 

considering the effects of the proposed 

rule. We request and encourage any 

interested person to submit comments 

regarding the proposed rule, our 

analysis of the potential effects of the 

rules and other matters that may have 

an effect on the proposed rules. We 

request that commenters identify 

sources of data and information with 

respect to annuity contracts in general, 

but also with respect to RILAs in 

particular, as well as provide data and 

information to assist us in analyzing the 

economic consequences of the proposed 

rules. We are also interested in 

comments on the qualitative benefits 

and costs we have identified and any 

benefits and costs we may not have 

discussed. We urge commenters to be as 

specific as possible. 

Comments on the following questions 

are of particular interest. 

153. What additional qualitative or 

quantitative information should be 

considered as part of the baseline for the 

economic analysis of these 

amendments? 

154. Are the benefits and costs of 

proposed amendments accurately 

characterized? If not, why not? Should 

any of the costs or benefits be modified? 

What, if any, other costs or benefits 

should be taken into account? If 

possible, please offer ways of estimating 

these benefits and costs. What 

additional considerations can be used to 

estimate the benefits and costs of the 

proposed amendments? 

155. To the extent commenters 

believe any specific additional data 

sources would help better quantify the 

benefits and costs of the proposal, we 

request that commenters provide this 

data. In particular, the following data 

could be particular informative: 

historical information about current 

limits on index gains associated with 

the index-linked options offered under 

a RILA, quantitative data about contract 

adjustments incurred by investors who 

make withdrawals from an index-linked 

option or from a RILA contract before 

the end of a specified period, and/or 

data regarding the frequency with which 

RILA contracts are annuitized. 

156. Are the effects on competition, 

efficiency, and capital formation arising 

from the proposal accurately 

characterized? If not, why not? 

157. Are there any other reasonable 

alternatives to the proposed new rule 

that should be considered? Are there 

any additional benefits or costs that 

should be associated with the 

reasonable alternatives considered? 

158. We indicate that insurance 

companies benefit from the sale of 

RILAs in at least three ways. First, 

insurance companies can benefit from a 

favorable imbalance between the 

downside protections that a RILA 

contract offers, and the upside caps the 

contract offers. Second, insurance 

companies invest RILA proceeds into 

fixed-income securities such as 

corporate bonds, thereby earning a 

‘‘credit risk premium.’’ Finally, 

insurance companies can benefit when 

a RILA offers index-linked options 

whose index for measuring performance 

is a price-based index that does not 

account for dividend payments. Are we 

correct in our characterization of how 

insurance companies benefit from the 

sale of RILAs? In what other ways, if 

any, do insurance companies benefit 

from the sale of RILAs? 

159. We characterize RILAs as 

combining features of fixed-index 

annuities and variable annuities— 

limiting or reducing downside risk in 

return for an investor accepting capped 

upside performance. In exchange for 

giving up the complete protection of 

principal offered by fixed annuities, a 

RILA investor is afforded greater upside 

potential than that provided by fixed 

annuities, though typically less than the 

potential upside of a variable annuity. Is 

our characterization of RILAs, compared 

to other annuity products, correct? If 

not, how do RILAs compare to other 

annuity products? 

160. In Section III.B.3, we analyze the 

imbalance between the downside 

protections that a RILA contract offers, 

and the upside limits the contract offers. 

Does our analysis reflect a risk-neutral 

valuation for a RILA with a cap and 

buffer or floor? What alternative 

considerations should we include in 

calculating such a valuation? Do the 

methodological assumptions (such as 

generating prices through the linear 

interpolation of implied volatilities) 

create significant bias or other problems 

for the analysis? How do RILAs set 

surrender charges or other early 

withdrawal charges or penalties, and 

should these charges or penalties be 

considered when performing this 

calculation since they reduce the 

liquidity of the investment? Should we 

require additional disclosure related to 

early withdrawal charges, fees, or 

penalties? For example, should we 

require more prominent placement of 

these features on marketing or other 

materials, or should we require a 

comparison of these features to potential 

benefits of the RILA to clarify for 

investors possible trade-offs? Are there 

other data sources (e.g., pricing vendors) 

that should be considered for these 

calculations? Are there certain time 

periods or types of contracts that we 

should consider when doing these or 

similar calculations? What 

considerations should be used in 

assessing whether the cost derived in 

our analysis is large or small? Also, are 

other measures related to the economic 

content of downside protections and 

upside limits that would be beneficial 

for investors? 

161. We indicate that for shorter 

crediting periods and for common 

indexes such as the S&P 500, issuers are 

able to use exchange traded derivative 

securities to closely approximate the 

issuer’s liabilities from a RILA contract 

at the end of each crediting period. Do 

issuers use exchange derivative 

securities to approximate the issuer’s 

liabilities from a RILA contract? If not, 

how do issuers use the proceeds from 

RILA sales? 

162. Under the proposed rule, to what 

extent would insurance companies 

choose to meet their disclosure 

obligation by providing investors with 

summary prospectuses while making 

statutory and other documents available 

on a website? As discussed above, we 

expect the vast majority of investors will 

have the option to use both summary 

prospectuses and statutory prospectuses 

in their decision-making, in whatever 

proportion investors think is best for 

their preferences. To what extent would 

investors in RILA contracts whose 

issuers elect to rely on rule 498A 

request to receive statutory prospectuses 

in paper or electronically, or seek access 

to statutory prospectuses online? 

163. Would any positive or negative 

effect of the proposed rule on investors 

be disproportionately greater for certain 

investors than for others? If so, which 

investors would be disproportionately 

affected, to what extent, and how would 

such effects manifest? What, if any, 

additional measures could help mitigate 

any such disproportionate effects? 


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492We are proposing amendments rules 485 and 

497 of Regulation C (OMB Control No. 3235–0074), 

which describes the procedures to be followed in 

preparing and filing registration statements with the 

Commission, and rule 405 of Regulation S–T (OMB 

Control No. 3235–0424), which specifies the 

requirements that govern the electronic submission 

of documents. The proposed amendments would 

require RILA issuers to tag specified information in 

registration statements filed on Form N–4 or posteffective amendments thereto, as well as in forms 

of prospectuses filed pursuant to rule 497(c) or 

497(e) under the Securities Act that include 

information that varies from the registration 

statement using Inline XBRL These burdens are 

included in our estimates for the Investment 

Company Interactive Data collection of information 

discussed in section IV.D below. 

493See Public Law 117–328; 136 Stat. 4459 (Dec. 

29, 2022). 

494On Nov. 13, 2020, the Office of Management 

and Budget approved this collection of information 

estimate for rule 498A. 

495The RILA estimate is based on a review of 

RILA registration statements filed with the 

Commission as of May 2023 and the current Form 

N–4 registrants estimate is based on Form N–CEN 

reports through Apr. 15, 2023. 

Please provide supportive data to the 

extent available. 

164. To what extent might reduced 

burdens (e.g., using SAP accounting 

rather than GAAP accounting) borne by 

issuers be passed on to existing 

investors? Under what circumstances, 

and in what form, would insurance 

companies pass benefits through to 

existing investors? 

165. To what extent would the 

proposed rule affect the ability of 

investors to understand the investment 

risks of RILAs and to efficiently allocate 

capital? Would investors be more likely 

to allocate additional capital to RILAs? 

What would be the effect on issuer 

competition for investor capital? 

166. To what extent would investors 

realize benefits from Inline XBRL 

tagging requirements for certain newly 

added disclosures on Form N–4, as 

opposed to tagging requirements for 

only those disclosures within currently 

tagged Form N–4 Items? How would 

this approach affect costs for insurance 

companies? Would there be any cost 

saving? 

167. To what extent would an 

increase or decrease in the demand for 

RILAs be driven by investors 

substituting either away from, or into, 

variable annuities or other investment 

vehicles? We assume that if investors do 

substitute away from, or into, variable 

annuities or other investment vehicles 

into RILAs, that the effect on capital 

formation would be small. Is our 

assumption correct? If not, why would 

the effect on capital formation be larger 

than what we assumed? 

IV. Paperwork Reduction Act 

We are proposing amendments to 

several rules and forms that would 

modify the registration, offering, and 

communications processes for RILAs 

under the Securities Act. We are also 

proposing amendments to Form N–4 

and related rules that would apply to all 

issuers of that form.492 The proposed 

amendments, if adopted, would 

implement the requirements relating to 

RILAs in the RILA Act.493 The proposed 

amendments would have an impact on 

the current collections of information 

burdens under the Paperwork Reduction 

Act of 1995 (‘‘PRA’’) of the following 

rules and forms: Rule 498A, Form N–4, 

Investment Company Interactive Data, 

and Form 24F–2. The titles for the 

existing collections of information are: 

(1) ‘‘Rule 498A Summary Prospectus for 

Variable Annuity and Variable Life 

Insurance Contracts’’ (OMB Control No. 

3235–0765), which we would retitle to 

‘‘Rule 498A Summary Prospectus for 

Variable and Index-Linked Annuity and 

Variable Life Insurance Contracts;’’ (2) 

‘‘Form N–4, Registration Statement of 

Separate Accounts Organized as Unit 

Investment Trust’’ (OMB Control No. 

3235–0318), which we would retitle to 

‘‘Form N–4, Registration Statement of 

Separate Accounts Organized as Unit 

Investment Trust or of Index-Linked 

Annuity Contracts;’’ (3) ‘‘Annual Notice 

of Securities Sold Pursuant to Rule 24f– 

2.’’ (OMB Control No. 3235–0456), 

which we would retitle to ‘‘Annual 

Notice of Securities Sold Pursuant to 17 

CFR 270.24f–2 or 230.456(e);’’ and (4) 

‘‘Investment Company Interactive Data’’ 

(OMB Control No. 3235–0642). 

The Commission is submitting these 

collections of information to OMB for 

review and approval in accordance with 

44 U.S.C. 3507(d) and 5 CFR 1320.11. 

The hours and costs associated with 

preparing and filing the forms constitute 

reporting and cost burdens imposed by 

each collection of information. An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information unless it 

displays a currently valid OMB control 

number. We discuss below the 

collection of information burdens 

associated with proposed amendments 

to rule 498A and Investment Company 

Interactive Data, as well as Forms N–4 

and 24F–2, which are filed with the 

Commission and are not kept 

confidential. A description of the 

proposed amendments, including the 

need for the information and its 

proposed use, as well as a description 

of the likely respondents, can be found 

in Section II above, and a discussion of 

the economic effects of the proposed 

amendments can be found in Section III 

above. 

A. Rule 498A 

We are proposing to amend rule 498A 

to permit RILA issuers, as well as 

issuers of ‘‘combination contracts’’ 

offering a combination of index-linked 

options and variable options, to use a 

summary prospectus to satisfy statutory 

prospectus delivery obligations. 

Consistent with current rule 498A, the 

proposed use of summary prospectuses 

for RILAs would be voluntary, but the 

rule’s requirements would be mandatory 

for issuers that elect to send or give a 

summary prospectus in reliance upon 

proposed rule 498A. We are also 

proposing to make certain amendments 

to Form N–4 that would affect the 

variable annuity summary prospectuses 

currently provided to investors. The 

proposed amendments to rule 498A are 

part of a layered disclosure approach 

that is designed to provide investors 

with a summary prospectus to help 

them make informed investment 

decisions regarding RILAs, as discussed 

in more detail above. These 

amendments would result in a change 

in our estimate of the burdens 

associated with this collection of 

information, specifically to account for 

these additional requirements for 

issuers that use rule 498A currently and 

to add RILAs to the estimates. 

The respondents to these collections 

of information would be RILA issuers 

and registered variable annuity separate 

accounts. The information provided 

under rule 498A will not be kept 

confidential. 

In our most recent Paperwork 

Reduction Act submission for Rule 

498A, we estimated for rule 498A a total 

aggregate annual hour burden of 14,688 

hours, and a total aggregate annual 

external cost burden of $11,559,420.494

We estimate that 90 RILAs would be 

registered using Form N–4 if the 

proposal was adopted and that that 

there are 419 registrants on current 

Form N–4 that would be impacted by 

the proposed amendments.495 The 

summary prospectus is voluntary, so the 

percentage of RILA issuers that will 

choose to utilize it is uncertain. Given 

this uncertainty, we have assumed that 

insurance companies will choose to use 

a summary prospectus for 90% of all 

RILAs, which is the same as our current 

estimate for variable annuity separate 

accounts. The table below summarizes 

our PRA initial and ongoing annual 

burden estimates associated with the 

proposed amendments to rule 498A. 


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71168 Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 

TABLE 11—RULE 498A PRA ESTIMATES

Internal 

initial 

burden hours 

Internal 

annual 

burden hours 

Wage rate 2 Internal 

time costs 

Annual 

external 

cost burden 

Proposed Estimates 

Separate Account Registrants 

Proposed Amendments ............................................................. 1 9 1 6 $425 (compliance attorney) .... $2,550 ........................

Number of registrants 3 ............................................................. ........................ × 419 × 419 ........................

Total annual burden .................................................................. ........................ 2,514 $1,068,450 ........................

Use of summary prospectus ..................................................... ........................ × 90% × 90% ........................

Total new annual burden for Reliance on Rule 498A .............. ........................ 2,262.60 $961,605 ........................

RILA Registrants 

Preparation and filing of Initial Summary Prospectus/Updating 

Summary Prospectus.

40 4 24.67 $313 (blended rate) 5 .............. $7,709.38 8 $5,000 

Online Posting of Contract Documents ..................................... 2 6 2.67 $289 (webmaster) ................... $771.63 ........................

Total burden per registrant ........................................................ ........................ 27.34 8,481.01 $5,000 

Number of registrants 7 ............................................................. ........................ × 90 × 90 × 90 

Total annual burden .................................................................. ........................ 2,460.60 $763,290.90 $405,000 

Use of summary prospectus ..................................................... ........................ × 90% × 90% × 90% 

Total new annual burden for Reliance on Rule 498A .............. ........................ 2,214.54 $686,961.81 $364,500 

Estimates for Printing and Mailing by RILA Registrants 9

Initial Summary Prospectus .................................................................................................................................................................................................. $120,000 

Updating Summary Prospectus ............................................................................................................................................................................................ $1,048,000 

Total annual burden .............................................................................................................................................................................................................. $1,168,000 

Use of summary prospectus ................................................................................................................................................................................................. × 90% 

Total new annual burden for Reliance on Rule 498A .......................................................................................................................................................... $1,051,200 

Total Burdens 

Responses Internal 

hour 

estimate 

Internal 

hour cost 

estimate 

External 

cost 

estimate 

Current aggregate annual burden estimates ............................ 676 14,688 $3,900,193 $11,559,420 

Aggregate proposed additional annual burden estimates ........ 10 + 83 + 4,477.14 + 1,648,566.81 + $1,415,700 

Revised aggregate annual burden estimates ........................... = 759 = 19,165.14 = 5,548,759.81 = $12,975,120 

Notes: 

1Burden estimates also include the burden associated with the proposed amendments for separate account registrants that use a notice document as part of the 

modernized alternative disclosure framework in connection with discontinued variable annuity contracts. See VASP Adopting Release at section II.E. Internal annual 

burden hours represents initial burden estimates annualized over a three-year period plus three hours of on-going annual burden hours. 2The Commission’s estimates of the relevant wage rates are based on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association’s Office Salaries in the Securities Industry 2013. The estimated wage figures are modified by Commission staff to account for an 1,800-hour 

work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, overhead, and adjusted to account for the effects of inflation. See Securities Industry and Financial Markets Association, Report on Management & Professional Earnings in the Securities Industry 2013 (as adjusted to account for inflation, the 

‘‘SIFMA Wage Report’’). 3Estimate is based on a review of N–CEN reports through Apr. 15, 2023. In its most recently approved PRA submission, the Commission estimated that 426 registrants on Form N–4 would be subject to the information collection burden under current rule 498A. For the estimated burden of the proposed amendments to rule 

498A, we have taken into account updated data regarding the number of registrants on Form N–4. 4 Represents initial burden estimates annualized over a three-year period plus 11 hours of ongoing annual burden hours. 

5 Represents a blended wage rate of a compliance attorney ($425 per hour) and an intermediate accountant ($200 per hour). $313 is based on the following calculation: ($425 + $200)/2 = $313 rounded to the nearest whole dollar. 6 Represents initial burden estimates annualized over a three-year period plus two hours of ongoing annual burden hours. 

7This estimate is based on the number of RILAs, as estimated through review of RILA registration statements filed with the Commission as of May 2023. 

8We estimate that each insurance company that chooses to rely on rule 498A with regards to a RILA will incur a one-time collective external cost burden of 

$10,000 per registration statement to prepare both a new initial summary prospectus and a new updating summary prospectus for offerings on Form N–4. We also 

estimate an on-going collective burden of $2,500 per registration statement during each subsequent year to prepare updates to these materials. The three-year average cost of these estimates is $5,000. 9 Costs associated with printing and mailing for separate account registrants are already accounted for in the currently approved burdens for rule 498A. Estimates 

for RILA issuers printing and mailing costs are based on the currently approved burdens for printing and mailing costs under rule 498A. 10The estimated number of new responses is based on the total of the number of RILA responses under the proposed amendments (90 responses) and the difference between the number of responses for registered separate accounts under the current aggregate annual burden estimate (426 responses) and the proposed 

additional annual burden estimates (419 responses). (90 RILA responses subtracted by 7 registered separate account responses). 

B. Form N–4 

Under the proposed amendments, 

RILA issuers would register offerings on 

Form N–4, as amended to address the 

features and risks of RILAs. We are also 

proposing other amendments to Form 

N–4 that would apply to all issuers that 

use that form. For example, we are 

proposing to switch the order of the Key 

Information Table and Overview of the 

Contract items, require issuers to 

present information in the KIT in a Q&A 

format, and to require more specific 

principal risk disclosures. These 

amendments would result in a change 

in our estimate of the burdens 

associated with this collection of 

information, specifically to account for 

these additional requirements for 

issuers that use Form N–4 currently and 

to add RILAs to the estimates. 

Form N–4 generally imposes two 

types of reporting burdens on issuers 

that use the form: (1) the burden of 

preparing and filing the initial 

registration statement; and (2) the 

burden of preparing and filing posteffective amendments to a previously 

effective registration statement. In our 

most recent Paperwork Reduction Act 

submission for Form N–4, we estimated 

for Form N–4 a total aggregate annual 

hour burden of 292,487 hours, and a 

total aggregate annual external cost 


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I I 
Federal Register / Vol. 88, No. 197 / Friday, October 13, 2023 / Proposed Rules 71169 

496On Oct. 26, 2021, the Office of Management 

and Budget approved without change this burden 

estimate. 

497For RILA registrants, this estimate is based on 

a review of RILA registration statements filed with 

the Commission as of May 2023. For separate 

account registrants, this amount is based on Form 

N–CEN reports through Apr. 15, 2023. 

burden of $33,348,866.496 Compliance 

with the disclosure requirements of 

Form N–4 is mandatory, and the 

responses to the disclosure 

requirements will not be kept 

confidential. The respondents to these 

collections of information would be 

RILA issuers and registered variable 

annuity separate accounts. The purpose 

of the information collection 

requirements on Form N–4 are to meet 

the filing and disclosure requirements of 

the Securities Act and Investment 

Company Act, as applicable, and to 

provide investors with information 

necessary to evaluate an investment in 

an offering of securities registered on 

the form. 

We estimate that 90 RILA respondents 

and 419 separate account registrants 

would be subject to collection of 

information requirements under the 

proposed amendments to Form N–4.497

The table below summarizes our PRA 

initial and ongoing annual burden 

estimates associated with the proposed 

amendments to Form N–4. 

TABLE 12—FORM N–4 PRA ESTIMATES FOR INITIAL FILINGS

Internal initial 

burden hours 

Internal annual 

burden hours Wage rate 2 Internal time costs 

Annual 

external 

cost burden 

Proposed Estimates 3

Separate Account Registrants 

Proposed amendments ......................................................... 12 1 14 $406 (blended rate for compliance attorney and senior 

programmer) 3.

$5,684 ........................

Estimated number of annual responses 4 ............................. ........................ × 42 ................................................ × 42 ........................

Total new annual burden ...................................................... ........................ 588 ................................................ $238,728 ........................

RILA Issuers 

Proposed amendments to Form N–4 .................................... 300 5 390.89 $406 (blended rate for compliance attorney and senior 

programmer) 3.

$158,701.34 8 $40,000 

Website availability requirement 6 ......................................... ........................ 0.5 $286 (webmaster) ................. $143 ........................

Estimated number of annual responses 7 ............................. ........................ × 20 ................................................ × 20 × 20 

Total new annual burden ...................................................... ........................ 7,827.80 ................................................ $3,176,886.80 $800,000 

Total Burdens 

Responses Internal hour 

estimate 

Internal hour cost 

estimate 

External cost 

estimate 

Current aggregate annual burden estimates ........................ 30 8,427 ................................................ $2,494,716 $754,740 

Aggregate proposed additional annual burden estimates .... 9 + 32 + 8,416.80 ................................................ + $3,416,614.80 + $800,000 

Revised aggregate annual burden estimates ....................... = 62 = 16,843.80 ................................................ = $5,911,330.80 = $1,554,740 

Notes: 

1This estimate includes the initial burden estimates annualized over a three-year period, plus 10 hours of ongoing annual burden hours. 

2The Commission’s estimates of the relevant wage rates are based on the SIFMA Wage Report. The estimated wage figures are modified by Commission staff to 

account for an 1,800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, overhead, and adjusted to account for the effects of 

inflation. 3The $406 wage rate reflects current estimates of the blended hourly rate for an in-house compliance attorney ($425) and a senior programmer ($386). $406 is 

based on the following calculation: ($425 + $386)/2 = $406 rounded to the nearest whole dollar. 4The estimate of the annual number of registration statements filed on Form N–4 is based on the average annual number of filings received by the Commission 

over the past three years (Jan. 1, 2020 to Dec. 31, 2022). In its most recently approved PRA submission, the Commission estimated that separate accounts will make 

approximately 30 initial registration statement filings per year. For the estimated burden of the proposed amendments to Form N–4, we have taken into account updated data regarding the number of initial filings on Form N–4. 5The proposed estimate includes the initial burden estimates annualized over a three-year period, plus 290.89 hours of ongoing annual burden hours. The ongoing 

annual burden is estimated to be equal to the currently approved ongoing annual burden for initial filings on Form N–4 plus 10 hours of ongoing annual burden hours. 6The proposed amendments would require RILA issuers to separately to include information about current contract limits on gains on their websites. See Item 17 of 

proposed Form N–4. 7This estimate is based on a review of Morningstar data regarding the number of new RILA product launches that occurred over the prior three calendar years 

(2020–2022), rounded to the nearest ten. Current RILA registration statements would make their first filing on proposed Form N–4 as a post-effective amendment. 

See supra footnote 195 and accompanying text. 8We estimate that the external cost to prepare and file an initial registration statement on Form N–4 is $40,000 per filing. 

9The estimated number of new responses is based on the total of the number of RILA responses under the proposed amendments (20 responses) and the difference between the number of responses for registered separate accounts under the current aggregate annual burden estimate (30 responses) and the proposed 

additional annual burden estimates (42 responses). (20 RILA responses plus 12 registered separate account responses). 

TABLE 13—FORM N–4 PRA ESTIMATES FOR POST-EFFECTIVE AMENDMENT FILINGS

Internal initial 

burden hours 

Internal annual 

burden hours Wage rate 2 Internal time 

costs 

Annual external 

cost burden 

Proposed Estimates 3

Separate Account Registrants 

Proposed amendments ......................................................... 12 1 6 $406 (blended rate for compliance attorney and senior 

programmer) 3.

$2,436 ............................

Estimated number of annual responses 4 ............................. ........................ × 1,016 ................................................ × 1,016 ............................

Total new annual burden ...................................................... ........................ 6,096 ................................................ $2,474,976 ............................


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498On May 14, 2021, the Office of Management 

and Budget approved this burden estimate. 

499This estimate is based on a review of RILA 

registration statements filed with the Commission 

as of May 2023. We do not believe that the 

proposed amendments to Form 24F–2 will affect 

the estimated burdens associated with current Form 

24F–2 filers. We have not amended the currently 

approved burdens for current Form 24F–2 filers 

with more recent data for the purposes of this PRA 

estimate. 

TABLE 13—FORM N–4 PRA ESTIMATES FOR POST-EFFECTIVE AMENDMENT FILINGS—Continued 

Internal initial 

burden hours 

Internal annual 

burden hours Wage rate 2 Internal time 

costs 

Annual external 

cost burden 

RILA Issuers 

Proposed amendments to Form N–4 .................................... 210 5 279.95 $406 (blended rate for compliance attorney and senior 

programmer) 3.

$113,659.70 8 $24,000 

Website availability requirement 6 ......................................... ........................ 0.5 $286 (webmaster) ................. $143 ............................

Estimated number of annual responses 7 ............................. ........................ × 90 ................................................ × 90 × 90 

Total new annual burden ...................................................... ........................ 25,240.50 ................................................ 10,242,243 $2,160,000 

Total Burdens 

Responses Internal hour 

estimate 

................................................ Internal hour cost 

estimate 

External cost 

estimate 

Current aggregate annual burden estimates ........................ 1,366 + 284,060 ................................................ $84,100,454 + $32,594,126 

Aggregate proposed additional annual burden estimates .... 9¥260 + 31,336.50 ................................................ + $12,717,219 + $2,160,000 

Revised aggregate annual burden estimates ....................... = 1,106 = 315,369.50 ................................................ = 96,817,673 = $34,754,126 

Notes: 

1This estimate includes the initial burden estimates annualized over a three-year period, plus two hours of on-going annual burden hours. 

2The Commission’s estimates of the relevant wage rates are based on the SIFMA Wage Report. The estimated wage figures are modified by Commission staff to 

account for an 1,800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, overhead, and adjusted to account for the effects of 

inflation. 3The $406 wage rate reflects current estimates of the blended hourly rate for an in-house compliance attorney ($425) and a senior programmer ($386). $406 is 

based on the following calculation: ($425 + $386)/2 = $406 rounded to the nearest whole dollar. 4The estimate of the annual number of post-effective amendments to registration statements on Form N–4 is based on the average annual number of filings received by the Commission over the past three years (Jan. 1, 2020 to Dec. 31, 2022). In its most recently approved PRA submission, the Commission estimated that 

separate accounts will make approximately 1,366 post-effective amendment filings per year on Form N–4. For the estimated burden of the proposed amendments to 

Form N–4, we have taken into account updated data regarding the number of post-effective amendment filings on Form N–4. 5The proposed estimate includes the initial burden estimates annualized over a three-year period, plus 207.95 hours of ongoing annual burden hours. The ongoing 

annual burden is estimated to be equal to the currently approved ongoing annual burden for initial filings on Form N–4 plus an addition 2 hours of ongoing annual 

burden hours. 6The proposed amendments would require RILA issuers to separately to include information about current contract limits on gains on their websites. See Item 17 of 

proposed Form N–4. 7This estimate is based on a review of RILA registration statements filed with the Commission as of May 2023. 

8We estimate that the external cost to prepare and file a post-effective registration statement on Form N–4 is approximately $24,000 per filing. 

9The estimated number of new responses is based on the total of the number of RILA responses under the proposed amendments (90 responses) and the difference between the number of responses for registered separate accounts under the current aggregate annual burden estimate (1,366 responses) and the proposed 

additional annual burden estimates (1,016 responses). (90 RILA responses subtracted by 350 registered separate account responses). 

TABLE 14—TOTAL BURDEN ESTIMATES FOR FORM N–4 

Responses Internal annual 

burden hours 1 Internal time costs Annual external cost burden 

Total Burden Estimates Including Amendments 

Current aggregate annual burden estimates ........................................................................ 1,366 292,487 $86,595,170 $33,348,866 

Aggregate proposed additional annual burden estimates .................................................... ¥228 + 39,753.30 + + $16,133,833.80 + $2,914,740 

Revised aggregate annual burden hours ............................................................................. = 1,168 = 332,240.30 = $102,729,004 = $36,263,606 

Notes: 

1This estimate includes the initial burden estimates annualized over a three-year period. 

C. Form 24F–2 

Under the proposed amendments, 

insurance companies would be required 

to pay applicable securities registration 

fees relating to RILAs in arrears on Form 

24F–2. Consistent with the other 

elements of this proposal, these 

proposed amendments are designed to 

require insurance companies to use the 

same framework to pay securities 

registration fees for RILAs that they do 

for variable annuities. Form 24F–2 is the 

annual notice of securities sold by 

certain funds that accompanies the 

payment of registration fees with respect 

to the securities sold during the fiscal 

year, net of securities redeemed or 

repurchased during the year. 

Compliance with Form 24F–2 is 

mandatory. Responses to this form are 

not kept confidential. 

In our most recent Paperwork 

Reduction Act submission for Form 

24F–2, we estimated for Form 24F–2 a 

total aggregate annual hour burden of 

27,176 hours, and a total aggregate 

annual external cost burden of $0.498

The likely respondents to the proposed 

amendments would include RILA 

issuers and current Form 24F–2 filers, 

which open-end investment companies, 

unit investment trusts, registered 

closed-end investment companies that 

make periodic repurchase offers under 

17 CFR 270.23c–3, and face-amount 

certificate companies. We estimate that 

90 RILA respondents would be subject 

to these proposed amendments and 

would file one Form 24F–2 filing each 

per year.499 The table below summarizes 

our PRA initial and ongoing annual 

burden estimates associated with the 

proposed amendments to Form 24F–2. 


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500The Investment Company Interactive Data 

collection of information do not impose any 

separate burden aside from that described in our 

discussion of the burden estimates for this 

collection of information. 

501See supra section II.B.9. 

502See General Instruction C.3(h) of current Form 

N–4. As discussed above, some of the proposed 

items would also require certain variable annuity 

issuers to provide a few additional disclosures, 

which though relatively minor, would also have to 

tagged. 

503Based on analysis of Forms S–1, S–3, and POS 

AM filed by RILA issuers, 22 of the 23 insurance 

companies that issue RILAs also offer variable 

products registered on Forms N–3, N–4, or N–6, all 

of which are currently structured, or otherwise have 

experience tagging registration statements. 

504See Inline XBRL Filing of Tagged Data, 

Securities Act Release No. 10514 (June 28, 2018) [83 

FR 40846 (Aug. 16, 2018)]. 

505This estimate is based on the last time the PRA 

renewal for the Investment Company Interactive 

Data information collection was approved in 2023. 

See ICR Reference No. 202212–3235–007, available 

at https://www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202212-3235-007. 

TABLE 15—FORM 24F–2 PRA ESTIMATES

Internal initial 

burden hours 

Internal annual 

burden hours Wage rate 2 Internal time 

costs 

Annual external 

cost burden 

Proposed Estimates 

Clerical work to file Form 24f–2 ............................................. 3 1 3 $82 (compliance clerk) .......... $246 $0 

Submission in a structured data format ................................. 3 1 3 $316 (programmer) ................ $948 $0 

Total annual burden per response ......................................... ........................ 6 ................................................ $1,194 ..............................

Number of annual responses 3 ............................................... ........................ × 90 ................................................ × 90 × 90 

Total new annual burden ........................................................ ........................ 540 ................................................ $107,460 $0 

Total Estimated Burdens Including Amendments 

Responses Internal annual 

burden hours 

Internal time 

costs 

Annual external 

cost burden 

Current aggregate annual burden .......................................... 6,794 27,176 ................................................ $4,633,508 $0 

Aggregate proposed additional annual burden estimates ...... + 90 + 540 ................................................ + $107,460 + $0 

Revised aggregate burden estimates ..................................... = 6,884 = 27,716 ................................................ = $4,140,968 = $0 

Notes: 

1The proposed estimate includes the initial burden estimates annualized over a three-year period, plus 2 hours of ongoing annual burden hours. 

2The Commission’s estimates of the relevant wage rates are based on the SIFMA Wage Report. The estimated wage figures are modified by Commission staff to 

account for an 1,800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, overhead, and adjusted to account for the effects of 

inflation. 3This estimate is based on a review of RILA registration statements filed with the Commission as of May 2023. 

D. Investment Company Interactive Data 

The Investment Company Interactive 

Data collection of information 

references current requirements for 

certain registered investment companies 

and BDCs to submit to the Commission 

in Inline XBRL certain information 

provided in response to specified form 

and rule requirements included in their 

registration statements and Exchange 

Act reports. We are proposing 

amendments to Form N–4, as well as 

rule 405 of Regulation S–T, that would 

require certain new structured data 

reporting requirements for RILA 

issuers.500 The proposed amendments 

would require RILA issuers to tag 

specified information in registration 

statements filed on Form N–4 or posteffective amendments thereto, as well as 

in forms of prospectuses filed pursuant 

to rule 497(c) or 497(e) under the 

Securities Act that include information 

that varies from the registration 

statement using Inline XBRL.501 The 

purpose of the information collection is 

to make information regarding RILAs 

easier for investors to analyze and to 

help automate regulatory filings and 

business information processing, and to 

improve consistency across all types of 

investment products offered on Form 

N–4 with respect to the accessibility of 

information they provide to the market. 

Insurance companies that use Form 

N–4 to register variable annuities are 

currently required to tag certain 

registration statement disclosure items 

using Inline XBRL.502 For the insurance 

companies that would now be 

registering RILAs on Form N–4, our 

proposed data tagging requirements 

would represent new burdens. 

Nevertheless, RILA issuers generally do 

have prior experience submitting filings 

to the Commission in Inline XBRL. The 

vast majority of insurance companies 

that currently register RILAs on Forms 

S–1 and S–3 also separately file Form 

N–4 to register variable annuities and 

variable life insurance products or 

currently tag their RILA registration 

statements and are thus familiar with 

the current Form N–4 tagging 

requirements.503 In addition, insurance 

companies that register RILAs on Forms 

S–1 and S–3 that file GAAP financial 

statements must tag them using Inline 

XBRL.504 Given this prior experience, 

we do not expect the proposed tagging 

requirements to be as burdensome to 

many RILA issuers as it would be for 

issuers that would be going through the 

Inline XBRL tagging and submission 

process for the first time. 

In our most recent Paperwork 

Reduction Act submission for the 

Investment Company Interactive Data 

collection of information, we estimated 

a total annual hour burden of 323,724 

hours, and a total annual external cost 

burden of $16,041,450.505 Compliance 

with the interactive data requirements is 

mandatory, and the responses will not 

be confidential. 

The table below summarizes our PRA 

estimates for the burdens associated 

with the proposed tagging requirements 

that would apply to RILAs that file with 

the Commission on Form N–4. 

TABLE 16—INVESTMENT COMPANY INTERACTIVE DATA

Internal initial 

burden hours 

Internal annual 

burden hours 1 Wage rate 2 Internal time 

costs 

Annual external 

cost burden 

Proposed Burdens 

Proposed disclosures for current N–4 filers 3 ......................... 1 4 1 $406 (blended rate for compliance attorney and senior 

programmer).

$406 5 $50 

Number of current N–4 filers 6 ................................................ ........................ × 400 ................................................ × 400 × 400 


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506 5 U.S.C. 603(a). 

507 5 U.S.C. 605(b). 

TABLE 16—INVESTMENT COMPANY INTERACTIVE DATA—Continued 

Internal initial 

burden hours 

Internal annual 

burden hours 1 Wage rate 2 Internal time 

costs 

Annual external 

cost burden 

Total new burden estimates for current N–4 filers ................. ........................ 400 ................................................ $162,400 $20,000 

Proposed Form N–4 disclosures for RILAs 7 .......................... 9 8 4 $406 (blended rate for compliance attorney and senior 

programmer).

$1,624 9 $700 

Number of RILAs 10 ................................................................ ........................ × 90 ................................................ × 90 × 90 

Total new burden estimates for RILAs ................................... ........................ 360 ................................................ $146,160 $63,000 

Total new aggregate annual burden ...................................... ........................ 11 760 ................................................ 12 $308,560 13 $63,000 

Total Proposed Estimated Burdens Including Amendments 

Responses Internal hour 

estimate 

Internal hour 

cost estimate 

External cost 

estimate 

Current aggregate annual burden estimates .......................... 14,702 323,724 ................................................ $27,066,240 $16,041,450 

Proposed additional annual burdens ...................................... + 90 + 760 ................................................ + $308,560 + $63,000 

Revised aggregate annual burden estimates ......................... 14,792 324,484 ................................................ $27,374,800 $16,124,450 

Notes: 

1 Includes initial burden estimates annualized over a 3-year period. 

2The PRA estimates assume that the types of professionals that will be involved in complying with the new interactive data requirements. The Commission’s estimates of the relevant wage rates are based on the SIFMA Wage Report. The $406 wage rate reflects current estimates of the blended hourly rate for an in-house 

compliance attorney ($425) and a senior programmer ($386). $406 is based on the following calculation: ($425 + $386)/2 = $406. This estimate represents the average burden for a filer on Form N–4 that is currently subject to interactive data requirements. 3Estimated incremental burden for a variable annuity Form N–4 filer that is subject to the form’s current interactive data requirements. 4 Includes initial burden estimates annualized over a three-year period, plus 0.67 hour of ongoing annual burden hours. The estimate of 1 hour is based on the following calculation: ((1 initial hour/3) + 0.67 hour of additional ongoing burden hours) = 1 hour. 5Estimated incremental external cost for Form N–4 variable annuity registrants that already submit certain information using Inline XBRL. 

6Based on Form N–CEN filing data for 2022, we estimate that 400 variable annuity registrants file on Form N–4. 

7Estimated average burden for a RILA that files on Form N–4 that is currently subject to interactive data requirements on other Commission forms. 

8 Includes initial burden estimates annualized over a three-year period, plus 1 hour of ongoing annual burdens. The estimate of 4 hours is based on the following 

calculation: ((9 initial hours/3) + 1 hour of additional ongoing burden hours) = 4 hours. 9We estimate an incremental external cost for RILAs that would be newly filing on Form N–4 of $700 to reflect one-time compliance and initial set-up costs. Because RILAs are currently subject to Inline XBRL tagging requirements on other forms, we do not estimate any burdens related to one time-costs associated with becoming familiar with structured data requirements (e.g., the acquisition of new software or the services of consultants). 10Estimated number of RILAs that currently file on Forms S–1 and S–3. 11 760 hours = (400 variable annuity registrants × 1 hour = 400) + (90 RILAs × 4 hours = 360). 12 $308,560 internal time cost = (400 variable annuity registrants × $406 = $162,400) + (90 RILAs × $1,624 = $146,160). 13 $63,000 annual external cost = (400 variable annuity registrants × $50 = $20,000) + (90 RILAs × $700 = $63,000). 

E. Request for Comment 

We request comment on whether our 

estimates are reasonable. Pursuant to 44 

U.S.C. 3506(c)(2)(B), the Commission 

solicits comments to: (1) evaluate 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information will have practical utility; 

(2) evaluate the accuracy of the 

Commission’s estimate of the burden of 

the proposed collection of information; 

(3) determine whether there are ways to 

enhance the quality, utility, and clarity 

of the information to be collected; and 

(4) determine whether there are ways to 

minimize the burden of the collection of 

information on those who are to 

respond, including through the use of 

automated collection techniques or 

other forms of information technology. 

Persons wishing to submit comments on 

the collection of information 

requirements of the proposed 

amendments should direct them to the 

OMB Desk Officer for the Securities and 

Exchange Commission, 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov, and should send a copy to 

Vanessa Countryman, Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090, with reference to File No. 

S7–16–23. OMB is required to make a 

decision concerning the collections of 

information between 30 and 60 days 

after publication of this release; 

therefore a comment to OMB is best 

assured of having its full effect if OMB 

receives it within 30 days after 

publication of this release. Requests for 

materials submitted to OMB by the 

Commission with regard to these 

collections of information should be in 

writing, refer to File No. S7–16–23, and 

be submitted to the Securities and 

Exchange Commission, Office of FOIA 

Services, 100 F Street NE, Washington, 

DC 20549–2736. 

V. Regulatory Flexibility Certification 

Section 3(a) of the Regulatory 

Flexibility Act of 1980 (‘‘Regulatory 

Flexibility Act’’) 506 requires the 

Commission, when issuing a rulemaking 

proposal, to prepare and make available 

for public comment an initial regulatory 

flexibility analysis that describes the 

impact of the proposed rule and form 

amendments on small entities unless we 

certify that the rule and form 

amendments, if adopted, would not 

have a significant economic impact on 

a substantial number of small 

entities.507 Pursuant to 5 U.S.C. 605(b), 

we hereby certify that the proposed 

amendments to Forms N–4 and 24F–2, 

rules 313 and 405 of Regulation S–T, 

and rules 156, 172, 405, 415, 424, 456, 

457, 485, 497, and 498A under the 

Securities Act, would not, if adopted, 

have a significant economic impact on 

a substantial number of small entities. 

We are proposing amendments to 

Form N–4 pursuant to the authority set 

forth in the Securities Act, particularly 

sections 6, 7, 8, 10, 19, and 28 thereof 

[15 U.S.C. 77f, 77g, 77h, 77j, 77s, and 

77z–3], the Exchange Act, particularly 

sections 3, 4, 10, 12, 13, 14, 15, 17, 23, 

35A, and 36 thereof [15 U.S.C. 78c, 78d, 

78j, 78l, 78m, 78n, 78o, 78q, 78w, 78ll, 

and 78mm]; the Investment Company 

Act, particularly sections 8, 30, and 38 

thereof [15 U.S.C. 80a–8, 80a–29, and 

80a–37], and the RILA Act, particularly 

section 101 thereof [Pub. L. 117–328, 

div. AA, title I, 136 Stat. 4459 (2022)]. 

Form–N–4 is the registration form 

currently used by most variable annuity 

separate accounts. These proposed 

amendments would implement the 

requirements relating to RILAs 

contained in the RILA Act by allowing 

Form N–4 to also be used for the 

registration of RILAs. 

The proposed amendments would 

add to Form N–4 new disclosure 

requirements that specifically address 


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508Relatedly, we propose amending rule 424 to 

specify that RILA issuers must use rule 497 rather 

than rule 424 when filing prospectuses and 

prospectus supplements, and making similar 

amendments to rule 415 to exempt RILA offerings 

from its provisions, consistent with the framework 

applied to existing N–4 issuers. 

509 17 CFR 230.157 (defining ‘‘small business’’ or 

‘‘small organization’’ under the Securities Act for 

purposes of the Regulatory Flexibility Act); 15 

U.S.C 77c(b)(1) (defining ‘‘small entity’’ to mean 

‘‘small business,’’ ‘‘small organization,’’ or ‘‘small 

governmental jurisdiction’’). 

510 17 CFR 270.0–10(a). 511 17 CFR 270.0–10(b). 

the features and risks of RILAs. 

Specifically, the proposal would amend 

the contents of Form N–4, including the 

form’s general instructions, 

requirements for front and back cover 

pages, the key information table, 

principal disclosures regarding RILA 

investment options, and contract 

adjustment and fee disclosures. These 

amendments would apply only to 

insurance companies registering RILAs. 

We are also proposing applying the 

form’s existing disclosure requirements 

to RILAs where appropriate. For 

example, we are proposing to permit 

insurance companies to provide 

financial statements on amended Form 

N–4 regarding RILAs in the same way 

that that they do under the current Form 

N–4 for variable annuities, including 

permitting the use of SAP to the same 

extent as variable annuities. 

In addition to adding RILAs to Form 

N–4, we are proposing amendments to 

the form that would be applicable to all 

issuers, which are designed to improve 

disclosures based upon our experience 

in administering the form and feedback 

received in investor testing. For 

example, we are proposing to switch the 

order of the key information table and 

overview of the contract items in the 

prospectus to require more specific 

principal risk disclosures. All Form N– 

4 filers would be subject to these 

proposed amendments. 

To facilitate to the inclusion of RILAs 

on Form N–4, we are proposing 

amending Form 24F–2, rules 313 and 

405 of Regulation S–T, and rules 156, 

172, 405, 415, 424, 456, 457, 485, 497, 

and 498A, pursuant to authority set 

forth in the Securities Act, particularly 

sections 6, 7, 8, 10, and 19(a), and 28 

thereof [15 U.S.C. 77e, 77f, 77g, 77h, 77j, 

and 77s, and 77z–3(a)], the Exchange 

Act, particularly sections 3, 4, 10, 12, 

13, 14, 15, 17, 23, 35A, and 36 thereof 

[15 U.S.C. 78c, 78d, 78j, 78l, 78m, 78n, 

78o, 78q, 78w, 78ll, and 78mm]; the 

Investment Company Act, particularly 

sections 8, 30, and 38 thereof [15 U.S.C. 

80a–8, 80a–29, and 80a–37], and the 

RILA Act, particularly section 101 

thereof [Pub. L. 117–328, div. AA, title 

I, 136 Stat. 4459 (2022)]. For example, 

the proposed amendment to rule 498A 

would permit RILA issuers to use a 

summary prospectus to satisfy statutory 

prospectus delivery obligations, and the 

proposed amendments to rules 485 and 

497 would make those rules applicable 

to RILA issuers when amending RILA 

registration statements on Form N–4 or 

when filing prospectuses and 

prospectus supplements with the 

Commission.508 The proposed 

amendments to Form 24F–2, Rule 313 of 

Reg S–T, and rules 456 and 457 would 

require insurance companies to pay 

securities registration fees relating to 

RILA offerings according to the same 

method used for variable annuities. 

Because we propose subjecting RILA 

offerings to an investor communication 

framework similar to the framework 

applicable to variable annuity offerings, 

the proposed amendments to rule 172 

would exclude RILA offerings from that 

rule’s provisions. The proposed 

amendment of rule 405 of Reg S–T 

would require inline XBRL tagging of 

RILA-specific disclosures, while the 

proposed amendment of rule 405 would 

add a new defined term for RILAs to 

facilitate their registration on Form N– 

4 and to simplify references to RILAs in 

our proposed rule amendments. The 

proposed amendments to rule 156 

would require RILA issuers to comply 

with the rule’s guidance as to when 

sales literature is materially misleading 

under the Federal securities laws. 

For purposes of the Securities Act and 

the Regulatory Flexibility Act, generally, 

an issuer, other than an investment 

company, will be considered a small 

entity if it has net assets of $5 million 

or less as of the end of its most recent 

fiscal year, and the issuer’s offering does 

not exceed $5 million.509 RILA issuers 

are not investment companies and based 

on a review of EDGAR filings of existing 

RILA issuers, we do not expect any 

RILA issuers will be treated as small 

entities. The analysis is different for 

existing N–4 filers (i.e., variable annuity 

issuers), as the insurance company 

separate accounts registering variable 

annuities are deemed to be investment 

companies. Generally, for purposes of 

the Investment Company Act and the 

Regulatory Flexibility Act, an 

investment company is a small entity if, 

together with other investment 

companies in the same group of related 

investment companies, it has net assets 

of $50 million or less as of the end of 

its most recent fiscal year.510 Because 

State law generally treats separate 

account assets as the property of the 

sponsoring insurance company, rule 0– 

10 aggregates each separate account’s 

assets with the assets of the sponsoring 

insurance company, together with assets 

held in other sponsored separate 

accounts.511 As a result, the 

Commission expects few, if any, 

separate account to be treated as small 

entities. 

For this reason, we believe that the 

proposed amendments would not, if 

adopted, have a significant economic 

impact on a substantial number of small 

entities. 

The Commission encourages written 

comments on the certification. We 

solicit comment as to whether the 

proposed form and rule amendments 

could have an effect on small entities 

that has not been considered. We ask 

that commenters describe the nature of 

any impact on small entities and 

provide empirical data to support the 

extent of the impact. 

VI. Consideration of Impact on the 

Economy 

For purposes of the Small Business 

Regulatory Enforcement Fairness Act of 

1996 (‘‘SBREFA’’), the Commission 

must advise OMB whether a proposed 

regulation constitutes a 184 ‘‘major’’ 

rule. Under SBREFA, a rule is 

considered ‘‘major’’ where, if adopted, it 

results in or is likely to result in: 

• An annual effect on the economy of 

$100 million or more; 

• A major increase in costs or prices 

for consumers or individual industries; 

or 

• Significant adverse effects on 

competition, investment, or innovation. 

We request comment on whether our 

proposal would be a ‘‘major rule’’ for 

purposes of SBREFA. We solicit 

comment and empirical data on: 

• The potential effect on the U.S. 

economy on an annual basis; 

• Any potential increase in costs or 

prices for consumers or individual 

industries; and 

• Any potential effect on competition, 

investment, or innovation. 

Commenters are requested to provide 

empirical data and other factual support 

for their views to the extent possible. 

Statutory Authority 

The amendments contained in this 

release are being proposed under the 

authority set forth in the Securities Act, 

particularly sections 6, 7, 8, 10, 19, and 

28 thereof [15 U.S.C. 77a et seq.]; the 

Exchange Act, particularly sections 3, 4, 

10, 12, 13, 14, 15, 17, 23, 35A, and 36 

thereof [15 U.S.C. 78a et seq.]; the 

Investment Company Act, particularly, 

Sections 8, 30, and 38 thereof, and the 


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RILA Act, particularly section 101 

thereof [Pub. L. 117–328, div. AA, title 

I, 136 Stat. 4459 (2022)]. 

List of Subjects 

17 CFR Part 230 

Advertising, Confidential business 

information, Investment companies, 

Reporting and recordkeeping 

requirements, Securities. 

17 CFR Part 232 

Administrative practice and 

procedure, Reporting and recordkeeping 

requirements, Securities. 

17 CFR Part 239 

Reporting and recordkeeping 

requirements, Securities. 

17 CFR Part 274 

Investment companies, Reporting and 

recordkeeping requirements, Securities. 

Text of Rule and Form Amendments 

For reasons set forth in the preamble, 

we are proposing to amend title 17, 

chapter II of the Code of Federal 

Regulations as follows: 

PART 230—GENERAL RULES AND 

REGULATIONS, SECURITIES ACT OF 

1933 

■ 1. The authority citation for part 230 

continues to read in part as follows: 

Authority: 15 U.S.C. 77b, 77b note, 77c, 

77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z–3, 77sss, 

78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o–7 note, 

78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– 

28, 80a–29, 80a–30, and 80a–37, and Pub. L. 

112–106, sec. 201(a), sec. 401, 126 Stat. 313 

(2012), unless otherwise noted. 

* * * * * 

Sections 230.400 to 230.499 issued under 

secs. 6, 8, 10, 19, 48 Stat. 78, 79, 81, and 85, 

as amended (15 U.S.C. 77f, 77h, 77j, 77s). 

Sec. 230.457 also issued under secs. 6 and 

7, 15 U.S.C. 77f and 77g. 

* * * * * 

■ 2. Revise § 230.156 to read as follows: 

§ 230.156 Investment company and 

registered index-linked annuity sales 

literature. 

(a) Under the Federal securities laws, 

including section 17(a) of the Securities 

Act of 1933 (15 U.S.C. 77q(a)) and 

section 10(b) of the Securities Exchange 

Act of 1934 (15 U.S.C. 78j(b)) and 

§ 240.10b–5 of this chapter (Rule 10b–5) 

thereunder, it is unlawful for any 

person, directly or indirectly, by the use 

of any means or instrumentality of 

interstate commerce or of the mails, to 

use sales literature which is materially 

misleading in connection with the offer 

or sale of registered index-linked 

annuity (as defined in § 230.405 (Rule 

405)) securities or securities issued by 

an investment company. Under these 

provisions, sales literature is materially 

misleading if it: 

(1) Contains an untrue statement of a 

material fact; or 

(2) Omits to state a material fact 

necessary in order to make a statement 

made, in the light of the circumstances 

of its use, not misleading. 

(b) Whether or not a particular 

description, representation, illustration, 

or other statement involving a material 

fact is misleading depends on 

evaluation of the context in which it is 

made. In considering whether a 

particular statement involving a 

material fact is or might be misleading, 

weight should be given to all pertinent 

factors, including, but not limited to, 

those listed below. 

(1) A statement could be misleading 

because of: 

(i) Other statements being made in 

connection with the offer of sale or sale 

of the securities in question; 

(ii) The absence of explanations, 

qualifications, limitations or other 

statements necessary or appropriate to 

make such statement not misleading; or 

(iii) General economic or financial 

conditions or circumstances. 

(2) Representations about past or 

future investment performance could be 

misleading because of statements or 

omissions made involving a material 

fact, including situations where: 

(i) Portrayals of past income, gain, or 

growth of assets convey an impression 

of the net investment results achieved 

by an actual or hypothetical investment 

which would not be justified under the 

circumstances, including portrayals that 

omit explanations, qualifications, 

limitations, or other statements 

necessary or appropriate to make the 

portrayals not misleading; and 

(ii) Representations, whether express 

or implied, about future investment 

performance, including: 

(A) Representations, as to security of 

capital, possible future gains or income, 

or expenses associated with an 

investment; 

(B) Representations implying that 

future gains or income may be inferred 

from or predicted based on past 

investment performance; or 

(C) Portrayals of past performance, 

made in a manner which would imply 

that gains or income realized in the past 

would be repeated in the future. 

(3) A statement involving a material 

fact about the characteristics or 

attributes of an investment company or 

registered index-linked annuity could 

be misleading because of: 

(i) Statements about possible benefits 

connected with or resulting from 

services to be provided or methods of 

operation which do not give equal 

prominence to discussion of any risks or 

limitations associated therewith; 

(ii) Exaggerated or unsubstantiated 

claims about management skill or 

techniques, characteristics of the 

investment company or registered 

index-linked annuity or an investment 

in securities issued by such company, 

services, security of investment or 

funds, effects of government 

supervision, or other attributes; and 

(iii) Unwarranted or incompletely 

explained comparisons to other 

investment vehicles or to indexes. 

(4) Representations about the fees or 

expenses associated with an investment 

in the fund or registered index-linked 

annuity could be misleading because of 

statements or omissions made involving 

a material fact, including situations 

where portrayals of the fees and 

expenses associated with an investment 

in the fund or registered index-linked 

annuity omit explanations, 

qualifications, limitations, or other 

statements necessary or appropriate to 

make the portrayals not misleading. 

(c) For purposes of this section, the 

term sales literature shall be deemed to 

include any communication (whether in 

writing, by radio, or by television) used 

by any person to offer to sell or induce 

the sale of securities of any investment 

company or registered index-linked 

annuity. Communications between 

issuers, underwriters and dealers are 

included in this definition of sales 

literature if such communications, or 

the information contained therein, can 

be reasonably expected to be 

communicated to prospective investors 

in the offer or sale of securities or are 

designed to be employed in either 

written or oral form in the offer or sale 

of securities. 

(d) Nothing in this section may be 

construed to prevent a business 

development company or a registered 

closed-end investment company from 

qualifying for an exemption under 

§ 230.168 or § 230.169. 

■ 3. Amend § 230.172 by revising 

paragraph (d) to read as follows: 

§ 230.172 Delivery of prospectuses. 

* * * * * 

(d) Exclusions. This section shall not 

apply to any: 

(1) Offering of any investment 

company registered under the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.), other than a 

registered closed-end investment 

company; 

(2) A business combination 

transaction as defined in § 230.165(f)(1); 

(3) Offering registered on Form S–8 

(§ 239.16b of this chapter); or 


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(4) Offering of any registered indexlinked annuity (as defined in § 230.405 

(Rule 405)) securities. 

■ 4. Amend § 230.405 by adding in 

alphabetical order definitions for ‘‘Form 

available solely to investment 

companies registered under the 

Investment Company Act of 1940’’ and 

‘‘Registered index-linked annuity’’ to 

read as follows: 

§ 230.405 Definitions of terms. 

* * * * * 

Form available solely to investment 

companies registered under the 

Investment Company Act of 1940. A 

form available solely to investment 

companies registered under the 

Investment Company Act of 1940 

includes the form used to register the 

offering of securities of a registered 

index-linked annuity for purposes of the 

Securities Act of 1933. 

* * * * * 

Registered index-linked annuity. The 

term registered index-linked annuity 

means an annuity or an option available 

under an annuity: 

(1) That is deemed a security; 

(2) That is offered or sold in a 

registered offering; 

(3) That is issued by an insurance 

company that is the subject to the 

supervision of either the insurance 

commissioner or bank commissioner of 

any State or any agency or officer 

performing like functions as such 

commissioner; 

(4) That is not issued by an 

investment company; and 

(5) Whose value, either during the 

accumulation period or after 

annuitization or both, will earn positive 

or negative interest based, in part, on 

the performance of any index, rate, or 

benchmark. 

* * * * * 

■ 5. Amend § 230.415 by revising 

paragraph (b) to read as follows: 

§ 230.415 Delayed or continuous offering 

and sale of securities. 

* * * * * 

(b) This section shall not apply to any 

registration statement pertaining to a 

registered index-linked annuity (as 

defined in § 230.405 (Rule 405)), 

securities issued by a face-amount 

certificate company, or redeemable 

securities issued by an open-end 

management company or unit 

investment trust under the Investment 

Company Act of 1940 or any registration 

statement filed by any foreign 

government or political subdivision 

thereof. 

■ 6. Amend § 230.424 by revising 

paragraph (f) to read as follows: 

§ 230.424 Filing of prospectuses, number 

of copies. 

* * * * * 

(f) This section shall not apply with 

respect to prospectuses of an investment 

company registered under the 

Investment Company Act of 1940 (other 

than a registered closed-end investment 

company) or prospectuses that pertain 

to a registered index-linked annuity (as 

defined in § 230.405 (Rule 405)). 

References to ‘‘form of prospectus’’ in 

paragraphs (a), (b), and (c) of this 

section shall be deemed also to refer to 

the form of Statement of Additional 

Information. 

* * * * * 

■ 7. Amend § 230.456 by adding 

paragraph (e) to read as follows: 

§ 230.456 Date of filing; timing of fee 

payment. 

* * * * * 

(e)(1) Notwithstanding paragraph (a) 

of this section, where a registration 

statement relates to an offering of 

registered index-linked annuity (as 

defined in § 230.405 (Rule 405)) 

securities, an issuer shall be deemed to 

register an offering of an indeterminate 

amount of such securities and shall, not 

later than 90 days after the end of any 

fiscal year during which it has publicly 

offered such securities, pay a 

registration fee to the Commission 

calculated in accordance with 

§ 230.457(u) (Rule 457(u)) and file Form 

24F–2 (referenced in 17 CFR 274.24) 

with the Commission. 

Instruction 1 to paragraph (e)(1): To 

determine the date on which the 

registration fee must be paid, the first 

day of the 90-day period is the first 

calendar day of the fiscal year following 

the fiscal year for which the registration 

fee is to be paid. If the last day of the 

90-day period falls on a Saturday, 

Sunday, or Federal holiday, the 

registration fee is due on the first 

business day thereafter. 

(2) When registering an offering of an 

indeterminate amount of registered 

index-linked annuity securities 

pursuant to paragraph (e)(1) of this 

section, the securities sold will be 

considered registered, for purposes of 

section 6(a) of the Act, if the registration 

fee has been paid and the issuer has 

filed a Form 24F–2 filing pursuant to 

paragraph (e)(1) of this section not later 

than the end of the 90-day period. 

(3) A registration statement filed in 

accordance with the registration fee 

payment provisions of paragraph (e)(1) 

of this section will be considered filed 

as to the securities identified in the 

registration statement for purposes of 

this section and section 5 of the Act 

when it is received by the Commission, 

if it complies with all other 

requirements under the Act, including 

this part. 

(4) For purposes of this section, if an 

issuer ceases operations, the date the 

issuer ceases operations will be deemed 

to be the end of its fiscal year. In the 

case of a liquidation, merger, or sale of 

all or substantially all of the assets 

(‘‘merger’’) of the issuer, the issuer will 

be deemed to have ceased operations for 

the purposes of this section on the date 

the merger is consummated; provided, 

however, that in the case of a merger of 

an issuer or a series of an issuer 

(‘‘Predecessor’’) with another issuer or a 

series of an issuer (‘‘Successor’’), the 

Predecessor will not be deemed to have 

ceased operations and the Successor 

will assume the obligations, fees, and 

redemption credits of the Predecessor 

incurred pursuant to this section if the 

Successor: 

(i) Had no assets or liabilities, other 

than nominal assets or liabilities, and no 

operating history immediately prior to 

the merger; 

(ii) Acquired substantially all of the 

assets and assumed substantially all of 

the liabilities and obligations of the 

Predecessor; and 

(iii) The merger is not designed to 

result in the Predecessor merging with, 

or substantially all of its assets being 

acquired by, an issuer (or a series of an 

issuer) that would not meet the 

conditions of paragraph (e)(4)(i) of this 

section. 

(5) An issuer paying the fee required 

by paragraph (e)(1) of this section or any 

portion thereof more than 90 days after 

the end of the fiscal year of the issuer 

shall pay to the Commission interest on 

unpaid amounts, calculated based on 

the interest rate in effect at the time of 

the interest payment by reference to the 

‘‘current value of funds rate’’ on the 

Treasury Department’s Bureau of Fiscal 

Service internet site at https://

fiscal.treasury.gov/, or by calling (202) 

874–6995, and using the following 

formula: I = (X) (Y) (Z/365), where: I = 

Amount of interest due; X = Amount of 

registration fee due; Y = Applicable 

interest rate, expressed as a fraction; Z 

= Number of days by which the 

registration fee payment is late. The 

payment of interest pursuant to this 

paragraph (e)(5) shall not preclude the 

Commission from bringing an action to 

enforce the requirements of this 

paragraph (e). 

(6) An immaterial or unintentional 

failure to comply with a requirement of 

this paragraph (e) will not result in a 

violation of section 6(a) of the Act (15 

U.S.C. 77f(a)), so long as: 


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(i) A good faith and reasonable effort 

was made to comply with the 

requirement; and 

(ii) In the case of a late payment of a 

registration fee, the issuer pays the 

registration fee and any interest due 

thereon as soon as practicable after 

discovery of the failure to pay the 

registration fee. 

■ 8. Amend § 230.457 by revising 

paragraph (u) to read as follows: 

§ 230.457 Computation of fee. 

* * * * * 

(u) Where an issuer elects or is 

required to register an offering of an 

indeterminate amount of exchangetraded vehicle securities in accordance 

with § 230.456(d) (Rule 456(d)) or 

registered index-linked annuity 

securities (as defined in § 230.405 (Rule 

405)) in accordance with § 230.456(e) 

(Rule 456(e)), the registration fee is to be 

calculated in the following manner: 

(1) Determine the aggregate sale price 

of such securities sold during the fiscal 

year. 

(2) Determine the sum of: 

(i) The aggregate redemption or 

repurchase price of such securities 

redeemed or repurchased during the 

fiscal year; and 

(ii) The aggregate redemption or 

repurchase price of such securities 

redeemed or repurchased during a prior 

fiscal year that were not used previously 

to reduce registration fees payable to the 

Commission, if the prior fiscal year 

ended no earlier than August 1, 2021 in 

the case of exchange traded vehicle 

securities, or [EFFECTIVE DATE OF 

THE FINAL RULE] in the case of 

registered index-linked annuity 

securities. 

(3) Subtract the amount in paragraph 

(u)(2) of this section from the amount in 

paragraph (u)(1) of this section. If the 

resulting amount is positive, the amount 

is the net sales amount. If the resulting 

amount is negative, it is the amount of 

redemption credits available for use in 

future years to offset sales. 

(4) The registration fee is calculated 

by multiplying the net sales amount by 

the fee payment rate in effect on the 

date of the fee payment. If the issuer 

determines that it had net redemptions 

or repurchases for the fiscal year, no 

registration fee is due. 

■ 9. Amend § 230.485 by revising the 

section heading and paragraphs (a)(1) 

and (b) introductory text to read as 

follows: 

§ 230.485 Effective date of post-effective 

amendments filed by certain registered 

investment companies or issuers offering 

registered index-linked annuities. 

(a) * * * 

(1) Except as otherwise provided in 

this section, a post-effective amendment 

to a registration statement filed by a 

registered open-end management 

investment company, unit investment 

trust or, separate account as defined in 

section 2(a)(37) of the Investment 

Company Act of 1940 [15 U.S.C. 80a– 

2(a)(37)] or to register an offering of a 

registered index-linked annuity 

securities (as defined in § 230.405 (Rule 

405)) shall become effective on the 

sixtieth day after the filing thereof, or a 

later date designated by the registrant on 

the facing sheet of the amendment, 

which date shall be no later than eighty 

days after the date on which the 

amendment is filed. 

* * * * * 

(b) Immediate effectiveness. Except as 

otherwise provided in this section, a 

post-effective amendment to a 

registration statement filed by a 

registered open-end management 

investment company, unit investment 

trust or separate account as defined in 

section 2(a)(37) of the Investment 

Company Act of 1940 [15 U.S.C. 80a– 

2(a)(37)] or to register an offering of a 

registered index-linked annuity 

securities shall become effective on the 

date upon which it is filed with the 

Commission, or a later date designated 

by the registrant on the facing sheet of 

the amendment, which date shall be not 

later than thirty days after the date on 

which the amendment is filed, except 

that a post-effective amendment 

including a designation of a new 

effective date pursuant to paragraph 

(b)(1)(iii) of this section shall become 

effective on the new effective date 

designated therein, Provided, that the 

following conditions are met: 

* * * * * 

■ 10. Amend § 230.497 by revising the 

section heading and paragraphs (c) and 

(e) to read as follows: 

§ 230.497 Filing of investment company or 

registered index-linked annuity 

prospectuses—number of copies. 

* * * * * 

(c) For investment companies filing 

on §§ 239.15A and 274.11A of this 

chapter (Form N–1A), §§ 239.17a and 

274.11b of this chapter (Form N–3), 

§§ 239.17b and 274.11c of this chapter 

(Form N–4), or §§ 239.17c and 274.11d 

of this chapter (Form N–6), or an 

offering of registered index-linked 

annuities (as defined in Rule 405 

(§ 230.405)) being filed on Form N–4, 

within five days after the effective date 

of a registration statement or the 

commencement of a public offering after 

the effective date of a registration 

statement, whichever occurs later, 10 

copies of each form of prospectus and 

form of Statement of Additional 

Information used after the effective date 

in connection with such offering shall 

be filed with the Commission in the 

exact form in which it was used. 

Investment companies filing on Forms 

N–1A, N–3, N–4, or N–6 and issuers of 

registered index-linked annuities filing 

on Form N–4 must, if applicable 

pursuant to General Instruction C.3.(g) 

of Form N–1A, General Instruction 

C.3.(h) of Form N–3, General Instruction 

C.3.(h) of Form N–4, or General 

Instruction C.3.(h) of Form N–6, submit 

an Interactive Data File (as defined in 

§ 232.11 of this chapter). 

* * * * * 

(e) For investment companies filing 

on §§ 239.15A and 274.11A of this 

chapter (Form N–1A), §§ 239.17a and 

274.11b of this chapter (Form N–3), 

§§ 239.17b and 274.11c of this chapter 

(Form N–4), or §§ 239.17c and 274.11d 

of this chapter (Form N–6), or an 

offering of registered index-linked 

annuities being filed on Form N–4, after 

the effective date of a registration 

statement, no prospectus that purports 

to comply with Section 10 of the Act (15 

U.S.C. 77j) or Statement of Additional 

Information that varies from any form of 

prospectus or form of Statement of 

Additional Information filed pursuant to 

paragraph (c) of this section shall be 

used until five copies thereof have been 

filed with, or mailed for filing to the 

Commission. Investment companies 

filing on Forms N–1A, N–3, N–4, or N– 

6 and issuers of registered index-linked 

annuities filing on Form N–4 must, if 

applicable pursuant to General 

Instruction C.3.(g) of Form N–1A, 

General Instruction C.3.(h) of Form N– 

3, General Instruction C.3.(h) of Form 

N–4, or General Instruction C.3.(h) of 

Form N–6, submit an Interactive Data 

File (as defined in § 232.11 of this 

chapter). 

* * * * * 

■ 11. Revise § 230.498A to read as 

follows: 

§ 230.498A Summary Prospectuses for 

separate accounts offering variable annuity 

and variable life insurance contracts, and 

contracts offering registered index-linked 

options. 

(a) Definitions. For purposes of this 

section: 

Class means a class of a Contract that 

varies principally with respect to 

distribution-related fees and expenses. 

Contract means a Variable Annuity 

Contract, a Variable Life Insurance 

Contract, or a RILA Contract as defined 

in this section, respectively, as well as 

any Variable Annuity Contract or RILA 

Contract that offers a combination of 


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Index-Linked Options, Variable 

Options, and/or Fixed Options. 

Fixed Option means an Investment 

Option under a Contract pursuant to 

which the value of the Contract (for a 

Form N–3 or Form N–4 Registrant, 

either during an accumulation period or 

after annuitization, or both) will earn 

interest at a rate specified by the 

Company, subject to a minimum 

guaranteed rate under the Contract. 

Index-Linked Option means an 

Investment Option offered under a 

Contract, pursuant to which the value of 

the Contract, either during an 

accumulation period or after 

annuitization, or both, will earn positive 

or negative interest based, in part, on 

the performance of a specified index, 

rate, or benchmark (such as a registered 

exchange-traded fund that tracks an 

index). 

Initial Summary Prospectus means 

the initial summary prospectus 

described in paragraph (b) of this 

section. 

Insurance Company means the 

insurance company issuing the 

Contract, which company is subject to 

State supervision. The Insurance 

Company may also be the depositor or 

sponsor of any Registered Separate 

Account in which the Contract 

participates. 

Investment Option means a Fixed 

Option, an Index-Linked Option, and/or 

a Variable Option, as applicable. 

Portfolio Company means any 

company in which a Registrant on Form 

N–4 or Form N–6 invests and which 

may be selected as a Variable Option by 

the investor. 

Portfolio Company Prospectus means 

the Statutory Prospectus of a Portfolio 

Company and a summary prospectus of 

a Portfolio Company permitted by 

§ 230.498. 

Registered Separate Account means a 

separate account (as defined in section 

2(a)(14) of the Securities Act (15 U.S.C. 

77b(a)(14)) that has an effective 

registration statement on §§ 239.17a and 

274.11b of this chapter (Form N–3), 

§§ 239.17b and 274.11c of this chapter 

(Form N–4), or §§ 239.17c and 274.11d 

of this chapter (Form N–6) and that has 

a current prospectus that satisfies the 

requirements of section 10(a) of the Act 

(15 U.S.C. 77j(a)). 

Registrant means, as applicable, a 

Registered Separate Account or the 

Insurance Company. 

RILA Contract means any 

accumulation contract or annuity 

contract, any portion thereof, or any 

unit of interest or participation therein, 

issued by an Insurance Company, that 

offers Index-Linked Options. 

Statement of Additional Information 

means the statement of additional 

information required by Part B of Form 

N–1A, Form N–3, Form N–4, or Form 

N–6. 

Statutory Prospectus means a 

prospectus that satisfies the 

requirements of section 10(a) of the Act 

(15 U.S.C. 77j(a)). 

Summary Prospectus refers to both 

the Initial Summary Prospectus and the 

Updating Summary Prospectus. 

Updating Summary Prospectus means 

the updating summary prospectus 

described in paragraph (c) of this 

section. 

Variable Annuity Contract means any 

accumulation contract or annuity 

contract, any portion thereof, or any 

unit of interest or participation therein, 

issued by an Insurance Company, 

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 a Portfolio Company. 

Variable Life Insurance Contract 

means a life insurance contract, issued 

by an Insurance Company, that provides 

for death benefits and cash values that 

may vary with the investment 

performance of any separate account. 

Variable Option means: 

(1) In the context of a Registrant on 

Form N–4 or Form N–6, an Investment 

Option under any Contract pursuant to 

which the value of the Contract (for a 

Form N–4 Registrant, either during an 

accumulation period or after 

annuitization, or both) varies according 

to the investment experience of a 

Portfolio Company; 

(2) In the context of a Registrant on 

Form N–3, any portfolio of investments 

in which a Registrant on Form N–3 

invests and which may be selected as an 

option by the investor. 

(b) General Requirements for Initial 

Summary Prospectus. An Initial 

Summary Prospectus that complies with 

this paragraph (b) will be deemed to be 

a prospectus that is authorized under 

section 10(b) of the Act (15 U.S.C. 

77j(b)) and section 24(g) of the 

Investment Company Act (15 U.S.C. 

80a–24(g)) for the purposes of section 

5(b)(1) of the Act (15 U.S.C. 77e(b)(1)). 

(1) Scope of Initial Summary 

Prospectus. An Initial Summary 

Prospectus may only describe a single 

Contract (but may describe more than 

one Class of the Contract) currently 

offered by the Registrant under the 

Statutory Prospectus to which the Initial 

Summary Prospectus relates. 

(2) Cover Page or Beginning of Initial 

Summary Prospectus. Include on the 

front cover page or the beginning of the 

Initial Summary Prospectus: 

(i) The Insurance Company’s name; 

(ii) The name of the Contract, and the 

Class or Classes if any, to which the 

Initial Summary Prospectus relates; 

(iii) A statement identifying the 

document as a ‘‘Summary Prospectus 

for New Investors’’; 

(iv) The approximate date of the first 

use of the Initial Summary Prospectus; 

(v) The following legend, which for 

Initial Summary Prospectuses of 

Contracts registered on Form N–4 would 

be included along with the statements 

described in Item 1(a)(6) through (8) of 

Form N–4: 

This Summary Prospectus 

summarizes key features of the 

[Contract]. 

Before you invest, you should also 

review the prospectus for the [Contract], 

which contains more information about 

the [Contract’s] features, benefits, and 

risks. You can find this document and 

other information about the [Contract] 

online at [__]. You can also obtain this 

information at no cost by calling [__] or 

by sending an email request to [__]. 

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 the 

prospectus, or consult with your 

investment professional, for additional 

information about the specific 

cancellation terms that apply. 

Additional information about certain 

investment products, including 

[variable annuities/registered indexlinked annuities/variable life insurance 

contracts], has been prepared by the 

Securities and Exchange Commission’s 

staff and is available at Investor.gov. 

(A) A Registrant may modify the 

legend so long as the modified legend 

contains comparable information. 

(B) The legend must provide a website 

address, other than the address of the 

Commission’s electronic filing system; 

toll-free telephone number; and email 

address that investors can use to obtain 

the Statutory Prospectus and other 

materials, request other information 

about the Contract, and make investor 

inquiries. The website address must be 

specific enough to lead investors 

directly to the Statutory Prospectus and 

other materials that are required to be 

accessible under paragraph (h)(1) of this 

section, rather than to the home page or 

other section of the website on which 

the materials are posted. The website 

could be a central site with prominent 

links to each document. The legend may 

indicate, if applicable, that the Statutory 

Prospectus and other information are 


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available from a financial intermediary 

(such as a broker-dealer) through which 

the Contract may be purchased or sold. 

If a Registered Separate Account that 

has an effective registration statement 

on Form N–3 relies on § 270.30e–3 of 

this chapter to transmit a report, the 

legend must also include the website 

address required by § 270.30e– 

3(c)(1)(iii) of this chapter if different 

from the website address required by 

this paragraph (b)(2)(v)(B). 

(C) The paragraph of the legend 

regarding cancellation of the Contract 

may be omitted if not applicable. If this 

paragraph is included in the legend, the 

paragraph must be presented in a 

manner reasonably calculated to draw 

investor attention to that paragraph. 

(D) The legend may include 

instructions describing how a 

shareholder can elect to receive 

prospectuses or other documents and 

communications by electronic delivery. 

(3) Back Cover Page or Last Page of 

Initial Summary Prospectus. 

(i) If a Registrant incorporates any 

information by reference into the 

Summary Prospectus, include a legend 

identifying the type of document (e.g., 

Statutory Prospectus) from which the 

information is incorporated and the date 

of the document. If a Registrant 

incorporates by reference a part of a 

document, the legend must clearly 

identify the part by page, paragraph, 

caption, or otherwise. If information is 

incorporated from a source other than 

the Statutory Prospectus, the legend 

must explain that the incorporated 

information may be obtained, free of 

charge, in the same manner as the 

Statutory Prospectus. 

(ii) Include on the bottom of the back 

cover page or the last page of the Initial 

Summary Prospectus the EDGAR 

contract identifier for the contract in 

type size smaller than that generally 

used in the prospectus (e.g., 8-point 

modern type). 

(4) Table of Contents. An Initial 

Summary Prospectus may include a 

table of contents meeting the 

requirements of § 230.481(c). 

(5) Contents of Initial Summary 

Prospectus. An Initial Summary 

Prospectus must contain the 

information required by this paragraph 

(b)(5) with respect to the applicable 

registration form, and only the 

information required by this paragraph 

(b)(5), in the order provided in 

paragraphs (b)(5)(i) through (ix) of this 

section, except that, for an Initial 

Summary Prospectus related to a 

Contract registered on Form N–4, 

provide the information provided in 

paragraph (b)(5)(ii) before the 

information provided by paragraph 

(b)(5)(i). 

(i) Under the heading ‘‘Important 

Information You Should Consider 

About the [Contract],’’ the information 

required by Item 2 of Form N–3, Item 3 

of Form N–4, or Item 2 of Form N–6. 

(ii) Under the heading ‘‘Overview of 

the [Contract],’’ the information 

required by Item 3 of Form N–3, Item 2 

of Form N–4, or Item 3 of Form N–6. 

(iii) Under the heading ‘‘Standard 

Death Benefits,’’ the information 

required by Item 10(a) of Form N–6. 

(iv) Under the heading ‘‘Benefits 

Available Under the [Contract],’’ the 

information required by Item 11(a) of 

Form N–3 or Item 10(a) of Form N–4. 

Under the heading ‘‘Other Benefits 

Available Under the [Contract],’’ the 

information required by Item 11(a) of 

Form N–6. 

(v) Under the heading ‘‘Buying the 

[Contract],’’ the information required by 

Item 12(a) of Form N–3, Item 11(a) of 

Form N–4, or Item 9(a) through (c) of 

Form N–6. 

(vi) Under the heading ‘‘How Your 

[Contract] Can Lapse,’’ the information 

required by Item 14(a) through (c) of 

Form N–6. 

(vii) Under the heading ‘‘Making 

Withdrawals: Accessing the Money in 

Your [Contract],’’ the information 

required by Item 13(a) of Form N–3, 

Item 12(a) of Form N–4, or Item 12(a) of 

Form N–6. 

(viii) Under the heading ‘‘Additional 

Information About Fees,’’ the 

information required by Item 4 of Form 

N–3, Item 4 of Form N–4, or Item 4 of 

Form N–6. 

(ix) Under the heading ‘‘Appendix: 

[Portfolio Companies] [Investment 

Options/Portfolio Companies] Available 

Under the Contract,’’ include as an 

appendix the information required by 

Item 18 of Form N–3, Item 17 of Form 

N–4, or Item 18 of Form N–6. 

Alternatively, an Initial Summary 

Prospectus for a Contract registered on 

Form N–3 may include the information 

required by Item 19 of Form N–3, under 

the heading ‘‘Additional Information 

About Investment Options Available 

Under the Contract.’’ 

(c) General Requirements for 

Updating Summary Prospectus. An 

Updating Summary Prospectus that 

complies with this paragraph (c) will be 

deemed to be a prospectus that is 

authorized under section 10(b) of the 

Act (15 U.S.C. 77j(b)) and section 24(g) 

of the Investment Company Act (15 

U.S.C. 80a–24(g)) for the purposes of 

section 5(b)(1) of the Act (15 U.S.C. 

77e(b)(1)). 

(1) Use of Updating Summary 

Prospectus. A Registrant may only use 

an Updating Summary Prospectus if the 

Registrant uses an Initial Summary 

Prospectus for each currently offered 

Contract described under the Statutory 

Prospectus to which the Updating 

Summary Prospectus relates. 

(2) Scope of Updating Summary 

Prospectus. An Updating Summary 

Prospectus may describe one or more 

Contracts (and more than one Class) 

described under the Statutory 

Prospectus to which the Updating 

Summary Prospectus relates. 

(3) Cover Page or Beginning of 

Updating Summary Prospectus. Include 

on the front cover page or at the 

beginning of the Updating Summary 

Prospectus: 

(i) The Insurance Company’s name; 

(ii) The name of the Contract(s) and 

the Class or Classes, if any, to which the 

Updating Summary Prospectus relates; 

(iii) A statement identifying the 

document as an ‘‘Updating Summary 

Prospectus’’; 

(iv) The approximate date of the first 

use of the Updating Summary 

Prospectus; and 

(v) The following legend, which must 

meet the requirements of paragraphs 

(b)(2)(v)(A), (B), and (D) of this section, 

as applicable, and for Updating 

Summary Prospectuses of Contracts 

registered on Form N–4 would be 

included along with the statements 

described in Item 1(a)(6) through (8) of 

Form N–4: 

The prospectus for the [Contract] 

contains more information about the 

[Contract], including its features, 

benefits, and risks. You can find the 

current prospectus and other 

information about the [Contract] online 

at [__]. You can also obtain this 

information at no cost by calling [__] or 

by sending an email request to [__]. 

Additional information about certain 

investment products, including 

[variable annuities/registered indexlinked annuities/variable life insurance 

contracts], has been prepared by the 

Securities and Exchange Commission’s 

staff and is available at Investor.gov. 

(4) Back Cover Page or Last Page of 

Updating Summary Prospectus. Include 

on the bottom of the back cover page or 

the last page of the Updating Summary 

Prospectus: 

(i) The legend required by paragraph 

(b)(3)(i) of this section; and 

(ii) The EDGAR contract identifier(s) 

for each contract in type size smaller 

than that generally used in the 

prospectus (e.g., 8-point modern type). 

(5) Table of Contents. An Updating 

Summary Prospectus may include a 

table of contents meeting the 

requirements of § 230.481(c). 


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(6) Contents of Updating Summary 

Prospectus. An Updating Summary 

Prospectus must contain the 

information required by this paragraph 

(c)(6) with respect to the applicable 

registration form, in the order provided 

in paragraphs (c)(6)(i) through (iv) of 

this section. 

(i) If any changes have been made 

with respect to the Contract after the 

date of the most recent Updating 

Summary Prospectus or Statutory 

Prospectus that was sent or given to 

investors with respect to the availability 

of Investment Options (for Registrants 

on Form N–3) or Portfolio Companies 

(for Registrants on Forms N–4 and N–6) 

under the Contract (including, for RILA 

Contracts, a change to any of the 

features of the Index-Linked Options 

disclosed in the table that Item 17(b) of 

Form N–4 requires), or the disclosure 

that the Registrant included in response 

to Item 2 (Key Information), Item 3 

(Overview of the Contract), Item 4 (Fee 

Table), Item 11 (Benefits Available 

Under the Contract), Item 12 (Purchases 

and Contract Value), or Item 13 

(Surrenders and Withdrawals) of Form 

N–3; Item 2 (Overview of the Contract), 

Item 3 (Key Information), Item 4 (Fee 

Table), Item 10 (Benefits Available 

Under the Contract), Item 11 (Purchases 

and Contract Value), or Item 12 

(Surrenders and Withdrawals) of Form 

N–4; and Item 2 (Key Information), Item 

3 (Overview of the Contract), Item 4 (Fee 

Table), Item 9 (Premiums), Item 10 

(Standard Death Benefits), Item 11 

(Other Benefits Available Under the 

Contract), Item 12 (Surrenders and 

Withdrawals), or Item 14 (Lapse and 

Reinstatement) of Form N–6, include 

the following as applicable, under the 

heading ‘‘Updated Information About 

Your [Contract]’’: 

(A) The following legend: ‘‘The 

information in this Updating Summary 

Prospectus is a summary of certain 

[Contract] features that have changed 

since the Updating Summary Prospectus 

dated [date]. This may not reflect all of 

the changes that have occurred since 

you entered into your [Contract].’’ 

(B) As applicable, provide a concise 

description of each change specified in 

paragraph (c)(6)(i) of this section. 

Provide enough detail to allow investors 

to understand the change and how it 

will affect investors, including 

indicating whether the change only 

applies to certain Contracts described in 

the Updating Summary Prospectus. 

(ii) In addition to the changes 

specified in paragraph (c)(6)(i) of this 

section, a Registrant may provide a 

concise description of any other 

information relevant to the Contract 

within the time period that paragraph 

(c)(6)(i) of this section specifies, under 

the heading ‘‘Updated Information 

About Your [Contract].’’ Any additional 

information included pursuant to this 

paragraph (c)(6)(ii) should not, by its 

nature, quantity, or manner of 

presentation, obscure or impede 

understanding of the information that 

paragraph (c)(6)(i) of this section 

requires. 

(iii) Under the heading ‘‘Important 

Information You Should Consider 

About the [Contract],’’ provide the 

information required by Item 2 of Form 

N–3, Item 3 of Form N–4, or Item 2 of 

Form N–6. 

(iv) Under the heading ‘‘Appendix: 

[Portfolio Companies/Investment 

Options/Portfolio Companies] Available 

Under the [Contract],’’ include as an 

appendix the information required by 

Item 18 of Form N–3, Item 17 of Form 

N–4, or Item 18 of Form N–6. 

Alternatively, an Updating Summary 

Prospectus for a Contract registered on 

Form N–3 may include, under the 

heading ‘‘Additional Information About 

[Investment Options] Available Under 

the [Contract],’’ the information 

required by Item 19 of Form N–3. 

(d) Incorporation by Reference into a 

Summary Prospectus. (1) Except as 

provided by paragraph (d)(2) of this 

section, information may not be 

incorporated by reference into a 

Summary Prospectus. Information that 

is incorporated by reference into a 

Summary Prospectus in accordance 

with paragraph (d)(2) of this section 

need not be sent or given with the 

Summary Prospectus. 

(2) A Registrant may incorporate by 

reference into a Summary Prospectus 

any or all of the information contained 

in the Registrant’s Statutory Prospectus 

and Statement of Additional 

Information, and any information from 

the Registrant’s reports under § 270.30e– 

1 of this chapter that the Registrant has 

incorporated by reference into the 

Registrant’s Statutory Prospectus, 

provided that: 

(i) The conditions of paragraphs 

(b)(2)(v)(B), (c)(3)(v), and (h) of this 

section are met; 

(ii) A Registrant may not incorporate 

by reference into a Summary Prospectus 

information that paragraphs (b) and (c) 

of this section require to be included in 

an Initial Summary Prospectus or 

Updating Summary Prospectus, 

respectively; and 

(iii) Information that is permitted to 

be incorporated by reference into the 

Summary Prospectus may be 

incorporated by reference into the 

Summary Prospectus only by reference 

to the specific document that contains 

the information, not by reference to 

another document that incorporates 

such information by reference. 

(3) For purposes of § 230.159, 

information is conveyed to a person not 

later than the time that a Summary 

Prospectus is received by the person if 

the information is incorporated by 

reference into the Summary Prospectus 

in accordance with paragraph (d)(2) of 

this section. 

(e) Terms used in the Summary 

Prospectus. Define special terms used in 

the Initial Summary Prospectus and 

Updating Summary Prospectus using 

any presentation style that clearly 

conveys their meaning to investors, 

such as the use of a glossary or list of 

definitions. 

(f) Transfer of the Contract Security. 

Any obligation under section 5(b)(2) of 

the Act (15 U.S.C. 77e(b)(2)) to have a 

Statutory Prospectus precede or 

accompany the carrying or delivery of a 

Contract security in an offering 

registered on Form N–3, Form N–4, or 

Form N–6 is satisfied if: 

(1) A Summary Prospectus is sent or 

given no later than the time of the 

carrying or delivery of the Contract 

security (an Initial Summary Prospectus 

in the case of a purchase of a new 

Contract, or an Updating Summary 

Prospectus in the case of additional 

purchase payments in an existing 

Contract); 

(2) The Summary Prospectus is not 

bound together with any materials 

except Portfolio Company Prospectuses 

for Portfolio Companies available as 

Variable Options under the Contract, 

provided that: 

(i) All of the Portfolio Companies are 

available as investment options to the 

person to whom such documents are 

sent or given; and 

(ii) A table of contents identifying 

each Portfolio Company Prospectus that 

is bound together, and the page number 

on which each document is found, is 

included at the beginning or 

immediately following a cover page of 

the bound materials. 

(3) The Summary Prospectus that is 

sent or given satisfies the requirements 

of paragraph (b) or (c) of this section, as 

applicable, at the time of the carrying or 

delivery of the Contract security; and 

(4) The conditions set forth in 

paragraph (h) of this section are 

satisfied. 

(g) Sending Communications. A 

communication relating to an offering 

registered on Form N–3, Form N–4, or 

Form N–6 sent or given after the 

effective date of a Contract’s registration 

statement (other than a prospectus 

permitted or required under section 10 

of the Act) shall not be deemed a 


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prospectus under section 2(a)(10) of the 

Act (15 U.S.C. 77b(a)(10)) if: 

(1) It is proved that prior to or at the 

same time with such communication a 

Summary Prospectus was sent or given 

to the person to whom the 

communication was made; 

(2) The Summary Prospectus is not 

bound together with any materials, 

except as permitted by paragraph (f)(2) 

of this section; 

(3) The Summary Prospectus that was 

sent or given satisfies the requirements 

of paragraph (b) or (c) of this section, as 

applicable, at the time of such 

communication; and 

(4) The conditions set forth in 

paragraph (h) of this section are 

satisfied. 

(h) Availability of the Statutory 

Prospectus and Certain Other 

Documents. 

(1) The current Initial Summary 

Prospectus, Updating Summary 

Prospectus, Statutory Prospectus, 

Statement of Additional Information, 

and in the case of a Registrant on Form 

N–3, the Registrant’s most recent annual 

and semi-annual reports to shareholders 

under § 270.30e–1 of this chapter, are 

publicly accessible, free of charge, at the 

website address specified on the cover 

page or beginning of the Summary 

Prospectuses, on or before the time that 

the Summary Prospectuses are sent or 

given and current versions of those 

documents remain on the website 

through the date that is at least 90 days 

after: 

(i) In the case of reliance on paragraph 

(f) of this section, the date that the 

Contract security is carried or delivered; 

or 

(ii) In the case of reliance on 

paragraph (g) of this section, the date 

that the communication is sent or given. 

(2) The materials that are accessible in 

accordance with paragraph (h)(1) of this 

section must be presented on the 

website in a format, or formats, that: 

(i) Are human-readable and capable of 

being printed on paper in humanreadable format; 

(ii) Permit persons accessing the 

Statutory Prospectus or Statement of 

Additional Information for the Contract 

to move directly back and forth between 

each section heading in a table of 

contents of such document and the 

section of the document referenced in 

that section heading; provided that, in 

the case of the Statutory Prospectus, the 

table of contents is either required by 

§ 230.481(c) or contains the same 

section headings as the table of contents 

required by § 230.481(c); and 

(iii) Permit persons accessing a 

Summary Prospectus to move directly 

back and forth between: 

(A) Each section of the Summary 

Prospectus and any section of the 

Statutory Prospectus and Contract 

Statement of Additional Information 

that provides additional detail 

concerning that section of the Summary 

Prospectus; or 

(B) Links located at both the 

beginning and end of the Summary 

Prospectus, or that remain continuously 

visible to persons accessing the 

Summary Prospectus, and tables of 

contents of both the Statutory 

Prospectus and the Contract Statement 

of Additional Information that meet the 

requirements of paragraph (h)(2)(ii) of 

this section. 

(iv) Permit persons accessing the 

Summary Prospectus to view the 

definition of each special term used in 

the Summary Prospectus (as required by 

paragraph (e) of this section) upon 

command (e.g., by moving or 

‘‘hovering’’ the computer’s pointer or 

mouse over the term, or selecting the 

term on a mobile device); or permits 

persons accessing the Contract 

Summary Prospectus to move directly 

back and forth between each special 

term and the corresponding entry in any 

glossary or list of definitions in the 

Contract Summary Prospectus (as 

described in paragraph (e) of this 

section). 

(3) Persons accessing the materials 

specified in paragraph (h)(1) of this 

section must be able to permanently 

retain, free of charge, an electronic 

version of such materials in a format, or 

formats, that meet each of the 

requirements of paragraphs (h)(2)(i) and 

(ii) of this section. 

(4) The conditions set forth in 

paragraphs (h)(1) through (3) of this 

section shall be deemed to be met, 

notwithstanding the fact that the 

materials specified in paragraph (h)(1) 

of this section are not available for a 

time in the manner required by 

paragraphs (h)(1) through (3) of this 

section, provided that: 

(i) The Registrant has reasonable 

procedures in place to ensure that the 

specified materials are available in the 

manner required by paragraphs (h)(1) 

through (3) of this section; and 

(ii) The Registrant takes prompt action 

to ensure that the specified documents 

become available in the manner 

required by paragraphs (h) through (3) 

of this section, as soon as practicable 

following the earlier of the time at 

which it knows or reasonably should 

have known that the documents are not 

available in the manner required by 

paragraphs (h)(1) through (3) of this 

section. 

(i) Other Requirements (1) Delivery 

upon request. If paragraph (f) or (g) of 

this section is relied on with respect to 

a Contract, the Registrant (or a financial 

intermediary through which the 

Contract may be purchased) must send, 

at no cost to the requestor and by U.S. 

first class mail or other reasonably 

prompt means, a paper copy of the 

Contract Statutory Prospectus, Contract 

Statement of Additional Information, 

and in the case of a Registrant on Form 

N–3, the Registrant’s most recent annual 

and semi-annual reports to shareholders 

under § 270.30e-1 of this chapter, to any 

person requesting such a copy within 

three business days after receiving a 

request for a paper copy. If paragraph (f) 

or (g) of this section is relied on with 

respect to a Contract, the Registrant (or 

a financial intermediary through which 

Contract may be purchased) must send, 

at no cost to the requestor, and by email, 

an electronic copy of any of the 

documents listed in this paragraph (i)(1) 

to any person requesting a copy of such 

document within three business days 

after receiving a request for an 

electronic copy. The requirement to 

send an electronic copy of a document 

may be satisfied by sending a direct link 

to the online document; provided that a 

current version of the document is 

directly accessible through the link from 

the time that the email is sent through 

the date that is six months after the date 

that the email is sent and the email 

explains both how long the link will 

remain useable and that, if the recipient 

desires to retain a copy of the document, 

he or she should access and save the 

document. 

(2) Greater prominence. If paragraph 

(f) or (g) of this section is relied on with 

respect to a Contract, the Summary 

Prospectus shall be given greater 

prominence than any materials that 

accompany the Summary Prospectus. 

(3) Convenient for reading and 

printing. If paragraph (f) or (g) of this 

section is relied on with respect to a 

Contract: 

(i) The materials that are accessible in 

accordance with paragraph (h)(1) of this 

section must be presented on the 

website in a format, or formats, that are 

convenient for both reading online and 

printing on paper; and 

(ii) Persons accessing the materials 

that are accessible in accordance with 

paragraph (h)(1) of this section must be 

able to permanently retain, free of 

charge, an electronic version of such 

materials in a format, or formats, that 

are convenient for both reading online 

and printing on paper. 

(4) Website addresses. If paragraph (f) 

or (g) of this section is relied on with 

respect to a Contract, any website 

address that is included in an electronic 

version of the Summary Prospectus 


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must include an active hyperlink or 

provide another means of facilitating 

access through equivalent methods or 

technologies that lead directly to the 

relevant website address. This 

paragraph (i)(4) does not apply to 

electronic versions of a Summary 

Prospectus that are filed on the EDGAR 

system. 

(5) Compliance with this paragraph (i) 

not a condition to reliance on paragraph 

(f) or (g) of this section. Compliance 

with this paragraph (i) is not a condition 

to the ability to rely on paragraph (f) or 

(g) of this section with respect to a 

Contract, and failure to comply with 

this paragraph (i) does not negate the 

ability to rely on paragraph (f) or (g) of 

this section. 

(j) Portfolio Company Prospectuses— 

(1) Transfer of the Portfolio Company 

security. Any obligation under section 

5(b)(2) of the Act to have a Statutory 

Prospectus precede or accompany the 

carrying or delivery of a Portfolio 

Company security is satisfied if, and 

information contained in the documents 

referenced in paragraph (j)(1)(ii) of this 

section is conveyed for purposes of 

§ 230.159 when: 

(i) An Initial Summary Prospectus is 

used for each currently offered Contract 

described under the related registration 

statement; 

(ii) A summary prospectus is used for 

the Portfolio Company (if the Portfolio 

Company is registered on Form N–1A); 

and 

(iii) The current summary prospectus, 

Statutory Prospectus, Statement of 

Additional Information, and most recent 

annual and semi-annual reports to 

shareholders under § 270.30e-1 of this 

chapter for the Portfolio Company are 

publicly accessible, free of charge, at the 

same website address referenced in 

paragraph (h)(1) of this section, and are 

accessible under the conditions set forth 

in paragraphs (h)(1), (h)(2)(i) and (ii), 

and (h)(3) and (4) of this section, with 

respect to the availability of documents 

relating to the Contract. 

(2) Communications. Any 

communication relating to a Portfolio 

Company (other than a prospectus 

permitted or required under section 10 

of the Act) shall not be deemed a 

prospectus under section 2(a)(10) of the 

Act (15 U.S.C. 77b(a)(10)) if the 

conditions set forth in paragraph (j)(1) of 

this section are satisfied. 

(3) Other requirements. The materials 

referenced in paragraph (j)(1)(iii) of this 

section must be delivered upon request, 

presented, and able to be retained under 

the conditions set forth in paragraphs 

(i)(1) and (3) of this section. Compliance 

with this paragraph (j)(3) is not a 

condition to the ability to rely on 

paragraph (j)(1) or (2) of this section, 

and failure to comply with this 

paragraph (j)(3) does not negate the 

ability to rely on paragraph (j)(1) or (2) 

of this section. 

PART 232—REGULATION S–T— 

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

■ 12. The general authority citation for 

part 232 continues to read as follows: 

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 

77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 

78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 

80a–29, 80a–30, 80a–37, 80b–4, 80b–6a, 80b– 

11, 7201 et seq.; and 18 U.S.C. 1350, unless 

otherwise noted. 

* * * * * 

■ 13. Amend § 232.313 by revising 

paragraphs (a) and (b) to read as follows: 

§ 232.313 Identification of investment 

company type and series and/or class (or 

contract). 

(a) Registered investment companies, 

business development companies, and 

offerings of registered index-linked 

annuities must indicate their investment 

company type, based on whether the 

registrant’s last effective registration 

statement or amendment (other than a 

merger/proxy filing on Form N–14 

(§ 239.23 of this chapter) was filed on 

Form N–1 (§§ 239.15 and 274.11 of this 

chapter), Form N–1A (§§ 239.15A and 

274.11A of this chapter), Form N–2 

(§§ 239.14 and 274.11a–1 of this 

chapter), Form N–3 (§§ 239.17A and 

274.11b of this chapter), Form N–4 

(§§ 239.17b and 274.11c of this chapter), 

Form N–5 (§§ 239.24 and 274.5 of this 

chapter), Form N–6 (§§ 239.17c and 

274.11d of this chapter), Form S–1 

(§ 239.11 of this chapter), Form S–3 

(§ 239.13 of this chapter), or Form S–6 

(§ 239.16 of this chapter) in those 

EDGAR submissions identified in the 

EDGAR Filer Manual. 

(b) Registered investment companies 

or offerings of registered index-linked 

annuities whose last effective 

registration statement or amendment 

(other than a merger/proxy filing on 

Form N–14 (§ 239.23 of this chapter) 

was filed on Form N–1A (§§ 239.15A 

and 274.11A of this chapter), Form N– 

3 (§§ 239.17A and 274.11b of this 

chapter), Form N–4 (§§ 239.17b and 

274.11c of this chapter), or Form N–6 

(§§ 239.17c and 274.11d of this chapter) 

must, under the procedures set forth in 

the EDGAR Filer Manual: 

(1) Provide electronically, and keep 

current, information concerning their 

existing and new series and/or classes 

(or contracts, in the case of separate 

accounts), including series and/or class 

(contract) name and ticker symbol, if 

any, and be issued series and/or class 

(or contract) identification numbers; 

(2) Deactivate for EDGAR purposes 

any series and/or class (or contract, in 

the case of separate accounts) that are 

no longer offered, go out of existence, or 

deregister following the last filing for 

that series and/or class (or contract, in 

the case of separate accounts), but the 

registrant must not deactivate the last 

remaining series unless the registrant 

deregisters; and 

(3) For those EDGAR submissions 

identified in the EDGAR Filer Manual, 

include all series and/or class (or 

contract) identifiers of each series and/ 

or class (or contract) on behalf of which 

the filing is made. 

* * * * * 

■ 14. Amend § 232.405 by revising 

paragraphs (a)(3)(i) introductory text, 

(a)(3)(ii), (b)(1) introductory text, (b)(2) 

introductory text, (b)(2)(iii), and the 

final sentence of Note 1 to the section 

to read as follows: 

§ 232.405 Interactive Data File 

Submissions. 

* * * * * 

(a) * * * 

(3) * * * 

(i) If the electronic filer is not a 

management investment company 

registered under the Investment 

Company Act of 1940 (15 U.S.C. 80a et 

seq.), a separate account as defined in 

Section 2(a)(14) of the Securities Act (15 

U.S.C. 77b(a)(14)) registered under the 

Investment Company Act of 1940, a 

registered index-linked annuity issuer 

as defined in Rule 405 under the 

Securities Act (17 CFR 232.405), a 

business development company as 

defined in Section 2(a)(48) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–2(a)(48)), a unit investment 

trust as defined in Section 4(2) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–4), or a clearing agency that 

provides a central matching service, and 

is not within one of the categories 

specified in paragraph (f)(1)(i) of this 

section, as partly embedded into a filing 

with the remainder simultaneously 

submitted as an exhibit to: 

* * * * * 

(ii) If the electronic filer is a 

management investment company 

registered under the Investment 

Company Act of 1940 (15 U.S.C. 80a et 

seq.), a separate account (as defined in 

Section 2(a)(14) of the Securities Act (15 

U.S.C. 77b(a)(14)) registered under the 

Investment Company Act of 1940, a 

registered index-linked annuity issuer 

as defined in Rule 405 under the 

Securities Act (17 CFR 232.405), a 

business development company as 

defined in Section 2(a)(48) of the 


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Investment Company Act of 1940 (15 

U.S.C. 80a–2(a)(48)), a unit investment 

trust as defined in Section 4(2) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–4), or a clearing agency that 

provides a central matching service, and 

is not within one of the categories 

specified in paragraph (f)(1)(ii) of this 

section, as partly embedded into a filing 

with the remainder simultaneously 

submitted as an exhibit to a filing that 

contains the disclosure this section 

requires to be tagged; and 

* * * * * 

(b) * * * 

(1) If the electronic filer is not a 

management investment company 

registered under the Investment 

Company Act of 1940 (15 U.S.C. 80a et 

seq.), a separate account (as defined in 

Section 2(a)(14) of the Securities Act (15 

U.S.C. 77b(a)(14)) registered under the 

Investment Company Act of 1940, a 

registered index-linked annuity issuer 

as defined in Rule 405 under the 

Securities Act (17 CFR 232.405), a 

business development company as 

defined in Section 2(a)(48) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–2(a)(48)), a unit investment 

trust as defined in Section 4(2) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–4), or a clearing agency that 

provides a central matching service, an 

Interactive Data File must consist of 

only a complete set of information for 

all periods required to be presented in 

the corresponding data in the Related 

Official Filing, no more and no less, 

from all of the following categories: 

* * * * * 

(2) If the electronic filer is an openend management investment company 

registered under the Investment 

Company Act of 1940, a separate 

account (as defined in Section 2(a)(14) 

of the Securities Act) registered under 

the Investment Company Act of 1940 

(15 U.S.C. 80a et seq.), a registered 

index-linked annuity issuer as defined 

in Rule 405 under the Securities Act (17 

CFR 232.405), a unit investment trust as 

defined in Section 4(2) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–4), or a clearing agency that 

provides a central matching service, an 

Interactive Data File must consist of 

only a complete set of information for 

all periods required to be presented in 

the corresponding data in the Related 

Official Filing, no more and no less, 

from the information set forth in: 

* * * * * 

(iii) Items 2(b)(2), 2(d), 3, 4, 5, 6(a) 

(instruction), 6(c)(1), 6(d), 7(e), 10, 17, 

26(c), and 31A of §§ 239.17b and 

274.11c of this chapter (Form N–4); 

* * * * * 

Note 1 to § 232.405: * * * For an 

issuer that is a management investment 

company or separate account registered 

under the Investment Company Act of 

1940 (15 U.S.C. 80a et seq.), a registered 

index-linked annuity issuer as defined 

in Rule 405 under the Securities Act (17 

CFR 232.405), a business development 

company as defined in Section 2(a)(48) 

of the Investment Company Act of 1940 

(15 U.S.C. 80a–2(a)(48)), or a unit 

investment trust as defined in Section 

4(2) of the Investment Company Act of 

1940 (15 U.S.C. 80a–4), General 

Instruction C.3.(g) of Form N–1A, 

General Instruction I of Form N–2, 

General Instruction C.3.(h) of Form N– 

3, General Instruction C.3.(h) of Form 

N–4, General Instruction C.3.(h) of Form 

N–6, General Instruction 2.(l) of Form 

N–8B–2 (§ 274.12 of this chapter), 

General Instruction 5 of Form S–6, and 

General Instruction C.4 of Form N–CSR, 

as applicable, specifies the 

circumstances under which an 

Interactive Data File must be submitted. 

PART 239—FORMS PRESCRIBED 

UNDER THE SECURITIES ACT OF 1933 

■ 15. The general authority citation for 

part 239 continues to read as follows: 

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 

77j, 77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m, 

78n, 78o(d), 78o–7 note, 78u–5, 78w(a), 78ll, 

78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a– 

10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, 

80a–37; and sec. 71003 and sec. 84001, Pub. 

L. 114–94, 129 Stat. 1321, unless otherwise 

noted. 

* * * * * 

■ 16. Revise Form N–4 (referenced in 

§§ 239.17b and 274.11c). 

Note: Form N–4 is attached as Appendix A 

to this document. Form N–4 does not appear 

in the Code of Federal Regulations. 

■ 17. Amend Form N–6 (referenced in 

§§ 239.17c and 274.11d) by revising 

Instruction 3 to Item 30. 

Note: Form N–6 is attached as Appendix B 

to this document. Form N–6 will not appear 

in the Code of Federal Regulations. 

18. Add § 239.66 to read as follows: 

§ 239.66 Form 24F–2, annual filing of 

securities sold pursuant to registration of 

certain investment company securities and 

registered index-linked annuities. 

Form 24F–2 shall be used as the 

annual report filed by face amount 

certificate companies, open-end 

management companies, unit 

investment trusts, and registered indexlinked annuities pursuant to §§ 230.456, 

§ 230.457, or 270.24f–2 of this chapter 

for reporting securities sold during the 

fiscal year. 

■ 19. Revise Form 24F–2 (referenced in 

§§ 239.66 and 274.24). 

Note: Form 24F–2 is attached as Appendix 

C to this document. Form 24F–2 will not 

appear in the Code of Federal Regulations. 

PART 274—FORMS PRESCRIBED 

UNDER THE INVESTMENT COMPANY 

ACT OF 1940 

■ 20. The authority citation for part 274 

continues to read as follows: 

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 

77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a–8, 

80a–24, 80a–26, 80a–29, and 80a–37, unless 

otherwise noted. 

* * * * * 

■ 21. Revise § 274.24 to read as follows: 

§ 274.24 Form 24F–2, annual filing of 

securities sold pursuant to registration of 

certain investment company securities and 

registered index-linked annuities. 

Form 24F–2 shall be used as the 

annual report filed by face amount 

certificate companies, open-end 

management companies, unit 

investment trusts, and registered indexlinked annuities pursuant to §§ 230.456, 

230.457, or 270.24f–2 of this chapter for 

reporting securities sold during the 

fiscal year. 

By the Commission. 

Dated: September 29, 2023. 

Vanessa Countryman, 

Secretary. 

Note: The following appendices will not 

appear in the Code of Federal Regulations. 

BILLING CODE 8011–01–P 


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Appendix A-Form N-4 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549 

FORM N-4 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

Pre-Effective Amendment No. 

Post-Effective Amendment No. 

and/or 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 

Amendment No. 

(Check appropriate box or boxes.) 

(Exact Name of Registered Separate Account) 

(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)(1) 

□ on (date) pursuant to paragraph (a)(1) of rule 485 under the Securities Act. 
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If appropriate, check the following box: 

□ This post-effective amendment designates a new effective date for a previously filed posteffective amendment. 

Check each box that appropriately characterizes the Registrant: 

□ New Registrant (as applicable, a Registered Separate Account or Insurance Company that 

has not filed a Securities Act registration statement or amendment thereto within 3 years 

preceding this filing) 

□ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 

1934 ("Exchange Act")) 

□ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not 

to use the extended transition period for complying with any new or revised financial 

accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. 

□ Relying on Rule 12h-7 under the Exchange Act 

Omit from the facing sheet reference to the other Act if the registration statement or 

amendment is filed under only one of the Acts. Include the "Approximate Date of Proposed 

Public Offering" only where securities are being registered under the Securities Act of 1933. 

Form N-4 is to be used by (1) separate accounts that are unit investment trusts that 

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

to offer their securities under the Securities Act of 1933, (2) insurance companies to 

register index-linked annuity contracts under the Securities Act of 1933, and (3) insurance 

companies to register annuity contracts that have any combination of these options under 

the applicable statutes. The Commission has designed Form N-4 to provide investors with 

information that will assist them in making a decision about investing in these contracts. 

The Commission also may use the information provided on Form N-4 in its regulatory, 

disclosure review, inspection, and policy making roles. 

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

Commission will make this information public. A Registrant is not required to respond to the 

collection of information contained in Form N-4 unless the Form displays a currently valid 

Office of Management and Budget ("OMB") control number. Please direct comments 

concerning the accuracy of the information collection burden estimate and any suggestions 

for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, 

N.E., Washington, DC 20549. The 0MB has reviewed this collection of information under 

the clearance requirements of 44 U.S.C. § 3507. 
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CONTENTS OF FORM N-4 

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

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

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

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

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

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

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

Item 2. Overview of the Contract ............................................................................................................................................................. 2 

Item 3. Key Information ............................................................................................................................................................................ 4 

Item 4. Fee Table ................................................................................................................................................................................... 10 

Item 5. Principal Risks of Investing in the Contract ............................................................................................................................. 14 

Item 6. Description of Insurance Company, Registered Separate Account, and Investment Options ............................................. 15 

Item 7. Charges ...................................................................................................................................................................................... 21 

Item 8. General Description of Contracts ............................................................................................................................................. 23 

Item 9. Annuity Period ........................................................................................................................................................................... 25 

Item 10. Benefits Available Under the Contract.. ................................................................................................................................. 25 

Item 11. Purchases and Contract Value ............................................................................................................................................... 27 

Item 12. Surrenders and Withdrawals .................................................................................................................................................. 27 

Item 13. Loans ....................................................................................................................................................................................... 28 

Item 14. Taxes ....................................................................................................................................................................................... 29 

Item 15. Legal Proceedings ................................................................................................................................................................... 29 

Item 16. Financial Statements .............................................................................................................................................................. 29 

Item 17. Investment Options Available Under the Contract ................................................................................................................ 29 

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION .................................................................... 35 

Item 18. Cover Page and Table of Contents ........................................................................................................................................ 35 

Item 19. General Information and History ............................................................................................................................................ 35 

Item 20. Non-Principal Risks of Investing in the Contract ................................................................................................................... 36 

Item 21. Services ................................................................................................................................................................................... 36 

Item 22. Purchase of Securities Being Offered .................................................................................................................................... 37 

Item 23. Underwriters ............................................................................................................................................................................ 38 

Item 24. Calculation of Performance Data ........................................................................................................................................... 39 

Item 25. Annuity Payments ................................................................................................................................................................... 41 

Item 26. Financial Statements .............................................................................................................................................................. 41 

PART C - OTHER INFORMATION ......................................................................................................................................................... 44 

Item 27. Exhibits .................................................................................................................................................................................... 44 

Item 28. Directors and Officers of the Insurance Company ................................................................................................................ 46 

Item 29. Persons Controlled by or Under Common Control with the Insurance Company or the Registered Separate Account ... 46 

Item 30. Indemnification ....................................................................................................................................................................... 46 

Item 31. Principal Underwriters ............................................................................................................................................................ 4 7 

Item 31A. Information about Contracts with Index-Linked Options .................................................................................................... 48 

Item 32. Location of Accounts and Records ........................................................................................................................................ 48 

Item 33. Management Services ............................................................................................................................................................ 48 

Item 34. Fee Representation and Undertakings .................................................................................................................................. 48 

SIGNATURES ...................................................................................................................................................................................... 50 
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GENERAL INSTRUCTIONS 

A. Definitions 

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

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

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

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

uclass" means a class of a Contract that varies principally with respect to distribution-related fees 

and expenses. 

ucontract" means any accumulation contract or annuity contract, any portion thereof, or any unit of 

interest or participation therein issued by an Insurance Company that offers Index-Linked Options, and/or 

Variable Options, and/or Fixed Options, as applicable, pursuant to the registration statement prepared on 

this Form. 

ucontract Adjustment" means a positive or negative adjustment made to the value of the Contract 

by the Insurance Company if amounts are withdrawn from an Index-Linked Option or from the Contract 

before the end of a specified period. This adjustment may be based on calculations using a predetermined 

formula, or a change in interest rates, or some other factor or benchmark. 

ucrediting Period" means the period of time over which an Index's performance is measured, 

subject to applicable limits on Index gains and losses, to determine the amount of positive or negative 

interest that will be credited to an Index-Linked Option at the end of the period. 

UFixed Option" means an Investment Option under the Contract pursuant to which the value of the 

Contract, either during an accumulation period or after annuitization, or both, will earn interest at a rate 

specified by the Insurance Company, subject to a minimum guaranteed rate under the Contract. 

ulndex" or "Indexes" means any index, rate, or benchmark (such as a registered exchange-traded 

fund that tracks an index) used in the calculation of positive or negative interest credited to an IndexLinked Option. 

ulndex-Linked Option" means an Investment Option offered under any Contract, pursuant to which 

the value of the Contract, either during an accumulation period or after annuitization, or both, will earn 

positive or negative interest based, in part, on the performance of a specified Index. 

ulnsurance Company" means the insurance company issuing the Contract, which company is 

subject to state supervision. The Insurance Company may be the depositor or sponsor of any Registered 

Separate Account in which the Contract participates. 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. 

ulnvestment Option" means a Fixed Option, an Index-Linked Option, and/or a Variable Option, as 

applicable. 

UPlatform Charge" means any fee charged by the Insurance Company to make a Portfolio Company 

available in connection with a Variable Option under the Contract, and that varies solely on the basis of the 

Portfolio Company selected. 

UPortfolio Company" means any investment company in which the Registered Separate Account 

invests and which may be selected by the investor in connection with a Variable Option. 
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"Registered Separate Account" means a separate account (as defined in section 2(a)(37) of the 

Investment Company Act [15 U.S.C. 80a-2(a)(37)]) in which the Contract participates with respect to 

Variable Options offered under the Contract. 

"Registrant" means, as applicable, a Registered Separate Account or the Insurance Company. 

"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 Option" means an Investment Option under any Contract 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 a Portfolio Company. 

B. Filing and Use of Form N-4 

1. What is Form N-4 used for? 

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

Contracts with Variable Options and all Insurance Companies that offer Contracts with Variable 

Options and/or Index-Linked Options to file: 

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

the registration statement; 

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

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

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

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

2. What Is Included In the registration statement? 

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

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

C, and the required signatures. 

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

the facing sheet of the Form, responses to all Items of Parts A (except Items 1, 4, 5, 9, and 16), B, 

and C (except Items 27(c), (k), (I), and (m)), and the required signatures. 

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

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

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

Form N-4 is made to register securities under the Securities Act and securities are sold to the 
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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 rules 24f-2 [17 CFR 270.24f-2], 456 [17 CFR 

230.456], and 457 [17 CFR 230.457]. 

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

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

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

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

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

Specific requirements concerning investment companies and registered index-linked 

annuities appear in rules 480 - 488 and 495 - 498A of Regulation C. 

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

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

N-4. 

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

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

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

Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR"). 

C. Preparation of the Registration Statement 

1. Administration of the Form N-4 Requirements 

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

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

the fundamental features and risks of the Contracts, using concise, straightforward, and 

easy to understand language. A Registrant should use document design techniques that 

promote effective communication. 

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

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

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

whether to invest in a 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 Contract with other Contracts. 

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

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

investor to understand the particular characteristics of the 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 or insurance companies. 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 
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investors to understand and detract from its usefulness. 

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

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

presentation if appropriate for the circumstances involved while remaining consistent with 

the objectives of Form N-4. 

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

(a) Part A. Part A includes the information required in a Registrant's prospectus under section 10(a) of 

the Securities Act. The purpose of the prospectus is to provide essential information about the 

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

whether to purchase the securities described in the prospectus. In responding to the Items in Part 

A, avoid cross-references to the SAi unless otherwise prescribed by the Form. 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. 

(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 (Overview of the Contract), Item 3 (Key Information), 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)]. 

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

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

information is not incomplete, inaccurate, or misleading and does not, because of its nature, 

quantity, or manner of presentation, obscure or impede understanding of the information 

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

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

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

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

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

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

captions, bullet points, numeric examples, illustrations or similar presentation methods. For 
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example, such presentation methods would be appropriate when presenting disclosure for 

similar Contract features, prospectuses describing multiple 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, Crediting Period, etc.) in any presentation that clearly conveys meaning to 

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

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

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

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

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

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

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

form. 

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

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

Whether the prospectus describes Contracts that are "essentially identical" will depend 

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

benefits would not be essentially identical to one that does for a charge. 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 the Contracts, followed by 

all of the Item 3 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), 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. 
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(B) The Registrant should generally include appropriate titles, headings, or any other 

information to promote clarity and facilitate understanding regarding which 

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

Contract. 

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

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

Registrant could determine it is appropriate to include multiple prospectuses in a 

registration statement in the following situations: (i) the prospectuses describe the same 

Contract that is sold through different distribution channels; (ii) the prospectuses 

describe Contracts that differ only with respect to Portfolio Companies offered; or (iii) the 

prospectuses describe both the original and a modified version of the same Contract 

(where the "modified" version differs in the features or options that the Registrant offers 

under that Contract). 

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

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

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

[17 CFR 230.430 and 230.460]. 

(g) Sa/es 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. 

(h) Interactive Data File 

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

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

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

Form N-4 that includes or amends information provided in response to Items 2(b)(2), 

2(d), 3, 4, 5, 6(a) (instruction), 6(c)(1), 6(d), 6(e), 7(e), 10, 17, 26(c), or 31A with regard 

to Contracts that are being sold to new investors. 

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

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

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

registration statement or post-effective amendment that contains the related 

information becomes effective. 

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

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

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

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

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

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

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

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

includes information provided in response to Items 2(b)(2), 2(d), 3, 4, 5, 6(a) 

(instruction), 6(c)(1), 6(d), 6(e), 7(e), 10, 17, 26(c), or 31A that varies from the 
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registration statement with regard to Contracts that are being sold to new investors. The 

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

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

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

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

each Class of the Contract to be separately identified. 

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

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

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

Statutory Prospectus filed on the EDGAR system. 

D. Incorporation by Reference 

1. General Requirements 

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

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

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

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

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

companies). In general, a Registrant may incorporate by reference, in the answer to any item of 

Form N-4 not required to be in the prospectus, any information elsewhere in the registration 

statement or in other statements, applications, or reports filed with the Commission. 

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

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

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

of the Form. 

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

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

delivering the SAi with the prospectus. 

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

that Parts Band C require to be included in the Registrant's registration statement. 
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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 Registered Separate Account's name. 

(2) The Insurance Company's name. 

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

immediate, flexible premium deferred). 

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

(5) The types of Investment Options offered under the Contract, and a cross-reference to the 

prospectus appendix providing additional information about each option. 

(6) A statement that the Contract is a complex investment and involves risks, including potential 

loss of principal. For Contracts with Index-Linked Options, prominently state that the Insurance 

Company limits the amount an investor can earn on an Index-Linked Option, the potential for 

investment loss could be significantly greater than the potential for investment gain, and an 

investor could lose a significant amount of money if the Index declines in value. Prominently 

disclose as a percentage the maximum amount of loss from negative Index performance that an 

investor could experience after taking into account the minimum guaranteed limit on Index loss 

provided under the Contract. 

(7) A statement that the Contract is not a short-term investment and is not appropriate for an 

investor who needs ready access to cash. Briefly state that withdrawals could result in 

surrender charges, negative Contract Adjustments, taxes, and tax penalties, as applicable. 

Prominently state as a percentage the maximum potential loss resulting from a negative 

Contract Adjustment, if applicable. 

(8) A statement that the Insurance Company's obligations under the Contract are subject to its 

financial strength and claims-paying ability. 

(9) The date of the prospectus. 

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

(11) The statement that additional information about certain investment products, including [type of 

Contract]. has been prepared by the Securities and Exchange Commission's staff and is 

available at Investor.gov. 

(12) 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[, although we will apply 

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

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

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

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

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

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

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

Instructions. 

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

website and/or by email request. 

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

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

the Contracts may be purchased or sold. 

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

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

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 Registered Separate Account 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. OveNiew of the Contract 

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

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

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

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

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

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

the Contract. 

(1) This discussion should include a brief overview of the Investment Options available under the 

Contract. 
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Instructions. 

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

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

2. A detailed explanation of the Registered Separate Account, Portfolio Companies, Indexes, and 

Investment Options is not necessary and should be avoided. 

(2) With respect to any Index-Linked Option currently offered under the Contract, include the 

following information. 

(i) State that the Insurance Company will credit positive or negative interest at the end of a 

Crediting Period to amounts allocated to an Index-Linked Option based, in part, on the 

performance of the Index. 

(ii) Disclose that an investor could lose a significant amount of money if the Index declines in 

value. 

Instruction. Prominently state as a percentage the maximum amount of loss an investor 

could experience from negative Index performance, after taking into account the minimum 

guaranteed limit on Index loss provided under the Contract. 

(iii) Briefly explain that the Insurance Company limits the negative Index return used in 

calculating interest credited to an Index-Linked Option at the end of its Crediting Period. 

Briefly describe the manner(s) in which the Insurance Company limits negative returns 

through the use of a floor, buffer, or some other rate or measure. Provide an example of 

how such rate could operate to limit a negative Index return (e.g., "if the Index return is -

25% and the buffer rate is -10%, we will credit -15% (the amount that exceeds the buffer 

rate) at the end of the Crediting Period, meaning your Contract value will decrease by 

15%"). Disclose the minimum limit on Index losses guaranteed for the life of the Contract 

for any Index-Linked Option. 

(iv) Briefly explain that the Insurance Company limits the positive Index return used in 

calculating interest credited to an Index-Linked Option at the end of its Crediting Period. 

Briefly describe the manner(s) in which the Insurance Company limits positive returns 

through the use of a cap, participation rate, or some other rate or measure. Provide an 

example of how such rate could operate to limit a positive Index return (e.g., "if the Index 

return is 12% and the cap rate is 4%, we will credit 4% in interest at the end of the 

Crediting Period, meaning your Contract value will increase by 4%"). Disclose the minimum 

limit on Index gains guaranteed for the life of the Contract for any Index-Linked Option. 

(3) State, if applicable, that if an investor annuitizes, the investor will receive a stream of income 

payments, however (i) the investor 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 Contract benefits. If applicable, state that the investor will incur an 

additional fee for selecting a particular benefit. 

(d) Contract Adjustment. If applicable, state that an investor could lose a significant amount of money 

due to the Contract Adjustment if amounts are removed from an Index-Linked Option or from the 

Contract prior to the end of a specified period. Briefly describe the transactions subject to the 
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Contract Adjustment. 

Instruction. Prominently state as a percentage the maximum amount of loss an investor could 

experience from a negative Contract Adjustment. State that this loss could be greater due to 

surrender charges and tax consequences. 

Item 3. Key Information 

Include the following information: 

Important Information You Should Consider About the [Contract] 

FEES AND EXPENSES 

Are There Charges for Early 

Withdrawals? 

Are There Transaction 

Charges? 

Are There Ongoing Fees and 

Expenses? 

RISKS 

Is There a Risk of Loss From 

Poor Performance? 

Is this a Short-Term 

Investment? 

What are the Risks 

Associated with the 

Investment Options? 

Is There Any Chance the 

Insurance Company Won't 

Pay Amounts Due to Me 

Under the Contract? 

RESTRICTIONS 

Are There Restrictions on the 

Investment Options? 

Are there any Restrictions on 

Contract Benefits? 
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TAXES 

What are the Contract's Tax 

lmpl ications? 

CONFLICTS OF INTEREST 

How are Investment 

Professionals Compensated? 

Should I Exchange My 

Contract? 

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. 

(d) All disclosures provided in this tabular presentation also must be presented in a question and 

answer format. Unless the context otherwise requires, when answering a question presented 

on a given row of the table, begin the response with •ves" or "No" in bold text. 

2. fees and Expenses. 

(a) Are There Charges for Early Withdrawals? Include a statement that if the investor withdraws 

money from the Contract within [x] years following the investor's last purchase payment, the 

investor will be assessed a surrender charge. Include in this statement the maximum 

surrender charge (as a percentage of [purchase payment or amount surrendered]), and the 

maximum number of years that a surrender charge may be assessed since the last purchase 

payment under the Contract. Provide an example of the maximum surrender charge an 

investor could pay (in dollars) under the Contract assuming a $100,000 investment (e.g., "[i]f 

you make an early withdrawal, you could pay a surrender charge of up to $9,000 on a 
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$100,000 investment. This loss will be greater if there is a negative Contract Adjustment, 

taxes, or tax penalties."). 

If applicable, include a statement that if all or a portion of account value is removed from an 

Index-Linked Option or from the Contract before the expiration of a specified period, the 

Insurance Company will apply a Contract Adjustment, which may be negative. Include in this 

statement the maximum potential loss (as a percentage of the investment) resulting from a 

negative adjustment (e.g., "[y]ou could lose up to XX% of your investment due to the contract 

adjustment"). Provide an example of the maximum negative adjustment that could be applied 

(in dollars) assuming a $100,000 investment (e.g., "[i]f you allocate $100,000 to an 

investment option with a 3-year Crediting Period and later withdraw the entire amount before 

the 3 years have ended, you could lose up to $90,000 of your investment. This loss will be 

greater if you also have to pay a surrender charge, taxes, and tax penalties."). Provide a brief 

narrative description of the Contract transactions subject to the Contract Adjustment (e.g., 

withdrawals, surrender, annuitization, etc.). 

(b) Are There Transaction Charges? State that in addition to surrender charges and Contract 

Adjustments (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) Are There Ongoing Fees and Expenses? 

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 Investment Options and optional benefits 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 

Base Contract [ ]% [ ]% 

(varies by Contract Class) 

Portfolio Company fees and expenses [ ]% [ ]% 

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, or% of net asset value). 

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

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

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

(E) If the Insurance Company offers multiple Portfolio Companies under the Contract, it 

should disclose the minimum and maximum "Annual Portfolio Company Expenses" 

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

(before expense reimbursements or fee waiver arrangements). If the Insurance 

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

as investment options under the Contract, the Insurance Company should include the 

maximum Platform Charge associated with each Portfolio Company when calculating 

minimum and maximum Annual Portfolio Company Expenses. 

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

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

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

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

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

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

available for an additional charge). 

(G) For Contracts that offer Index-Linked Options and impose ongoing fees and expenses 

on the Index-Linked Options, Variable Options, and/or Fixed Options, precede the table 

with a prominent statement explaining that (1) there is an implicit ongoing fee on 

Index-Linked Options by the Insurance Company limiting, through the use of a cap, 

participation rate, or some other rate or measure, the amount an investor can earn on 

an Index-Linked Option; (2) imposing this limit helps the Insurance Company make a 

profit on the Index-Linked Option; and (3) in return for accepting this limit on Index 

gains, an investor will receive some protection from Index losses. 

(ii) Lowest and Highest Annual Cost Table. 

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

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

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

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

Contract, which could add surrender charges and negative Contract Adjustments that 

substantially increase costs." 

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

in the order specified. 

Lowest Annual Cost: Highest Annual Cost: 

$[] $[] 

Assumes: Assumes: 

• Investment of $100,000 • Investment of $100,000 

• 5% annual appreciation • 5% annual appreciation 

• Least expensive combination • Most expensive combination 

of Contract Classes and of Contract Classes, optional 

Portfolio Company fees and benefits, and Portfolio 

expenses Company fees and expenses 
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Lowest Annual Cost: Highest Annual Cost: 

$[] $[] 

• No optional benefits • No sales charges 

• No sales charges • No additional purchase 

• No additional purchase payments, transfers or 

payments, transfers or withdrawals 

withdrawals 

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

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

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

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

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

to be set forth in the table above. 

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

and Highest Annual Cost estimates. 

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

Annual Cost estimates. 

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

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

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

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

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

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

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

(iii) For Contracts that offer Index-Linked Options and that do not impose any ongoing fees and 

expenses under the Contract, prominently state, in lieu of the disclosure required by 

Instructions 2(c)(i) and (ii), that (1) there is an implicit ongoing fee on Index-Linked Options 

by the Insurance Company limiting, through the use of a cap, participation rate, or some 

other rate or measure, the amount an investor can earn on an Index-Linked Option; (2) 

imposing this limit helps the Insurance Company make a profit on the Index-Linked 

Options; and (3) in return for accepting this limit on Index gains, an investor will receive 

some protection from Index losses. 

3. Risks. 

(a) /s There a Risk of Loss From Poor Performance? State that an investor can lose money by 

investing in the Contract. For a Contract with Index-Linked Options, prominently state as a 

percentage the maximum amount of loss an investor could experience from negative Index 

performance, after taking into account the minimum guaranteed limit on Index loss provided 

under the Contract. 

(b) /s This a Short-Term Investment? State that a Contract is not a short-term investment and is 
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not appropriate for an investor who needs ready access to cash, accompanied by a brief 

explanation. State that amounts withdrawn from the Contract may result in surrender charges, 

taxes, and tax penalties. If applicable, state that amounts removed from an Index-Linked 

Option or from the Contract before the end of a specified period may also result in a negative 

Contract Adjustment and loss of positive Index performance. 

For Index-Linked Options, state that Contract value will be reallocated at the end of the 

Crediting Period according to the investor's instructions, and disclose the default reallocation 

in the absence of such instructions. 

(c) What are the Risks Associated with the Investment Options? State that an investment in the 

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

performance of the Investment Options available under the Contract (e.g., Portfolio 

Companies, if a Variable Option, or the Index, if an Index-Linked Option), that each Investment 

Option (including any Fixed Option) will have its own unique risks, and that the investor should 

review the available Investment Options before making an investment decision. For IndexLinked Options, also state that: 

(A) The cap, participation rate, or some other rate or measure, as applicable, will limit positive 

Index returns (e.g., limited upside). Provide an example for each type of limit imposed 

under the Contract (e.g., "if the Index return is 12% and the cap rate is 4%, we will credit 

4% in interest at the end of the Crediting Period"), and prominently state that this may 

result in the investor earning less than the Index return; and 

(B) The floor, buffer, or some other rate or measure, as applicable, will limit negative Index 

returns (e.g., limited protection in the case of market decline). Provide an example for 

each type of limit imposed under the Contract (e.g., "if the Index return is -25% and the 

buffer rate is -10%, we will credit-15% (the amount that exceeds the buffer rate) at the 

end of the Crediting Period"), and prominently state that even after limiting a negative 

Index return, the investor could still lose up to XX.% of their investment. 

(d) Is There Any Chance the Insurance Company Won't Pay Amounts Due to Me Under the 

Contract? 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 Options and 

Index-Linked 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 Insurance Company's financial 

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

4. Restrictions. 

(a) Are There Limits on the Investment Options? State whether there are any restrictions that may 

limit the Investment Options that an investor may choose, as well as any limitations on the 

transfer of Contract value among Investment Options. State any reservation of rights by the 

Insurance Company or the Registered Separate Account under the Contract, including if 

applicable, the right to remove or substitute Portfolio Companies, add or remove Index-Linked 

Options and change the features of an Index-Linked Option from one Crediting Period to the 
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next, including the Index and the current limits on Index gains and losses (subject to 

contractual minimum guarantees), substitute the Index of an Index-Linked Option during its 

Crediting Period, and stop accepting additional purchase payments. 

(b) Are There Any Restrictions on Contract Benefits? State whether there are any restrictions or 

limitations relating to benefits offered under the Contract (e.g., death benefits, living benefits, 

Contract loans, performance "locks" relating to the Contract Adjustment, etc.), and/or whether 

a benefit may be modified or terminated by the Insurance Company. If applicable, state that 

withdrawals that exceed limits specified by the terms of a Contract 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-What are the Contract's 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) How Are Investment Professionals Compensated? 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) Should I Exchange my Contract? State that some investment professionals may have a 

financial incentive to offer an investor a new contract in place of the one the investor already 

owns, and that an investor should only exchange their contract if the investor determines, 

after comparing the features, fees, and risks of both contracts, and any fees or penalties to 

terminate the existing contract, that it is preferable for the investor 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 4. Fee Table 

Include the following information: 

The following tables describe U'le fees and expenses U'lat you will pay when buying, owning, and 

surrendering or making withdrawals from an Investment Option or 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 an Investment Option or from the Contract, or transfer Contract 

value between Investment Options. State premium taxes may also be deducted. 
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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) 

Transfer Fee _% 

Contract Adjustment Maximum Potential Loss (as a percentage of Contract _% 

value at the start of the Crediting Period or amount withdrawn, as applicable) 

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

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

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

Annual Contract Expenses 

Administrative Expenses $_ 

Base Contract Expenses (as a percentage of average account value or _% 

Contract value) 

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

average account value)) 

In addition to the fees described above, we limit the amount you can earn on an 

Index-Linked Option. Imposing this limit helps us make a profit on the IndexLinked Option. In return for accepting this limit on Index gains, you will receive 

,ome protection from Index losses. 

The next item shows the minimum and maximum total operating expenses charged by the Portfolio 

Companies that you may pay periodically during the time that you own the Contract. Expenses shown 

may change over time and may be higher or lower in the future. These amounts also include applicable 

Platform Charges if you choose to invest in certain Portfolio Companies. A complete list of Portfolio 

Companies available under the Contract, including their annual expenses, may be found at the back of 

this document. 

Annual Portfolio Company Expenses Minimum 

Example 

(expenses that are deducted from Portfolio Company assets, _% 

including management fees, distribution and/or service 

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

Maximum 

_% 
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This Example is intended to help you compare the cost of investing in the Variable Options with the cost 

of investing in other annuity contracts that offer variable options. These costs include transaction 

expenses, annual Contract expenses, and Annual Portfolio Company Expenses. 

The Example assumes all Contract value is allocated to the Variable Options. The Example does not 

reflect the Contract Adjustment. Your costs could differ from those shown below If you Invest In IndexLinked Options or Fixed Options. 

The Example assumes that you Invest $100,000 In the Varlable Options for the time periods Indicated. 

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

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

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

costs would be: 

If you surrender your 

Contract at the end of 

the applicable time 

period: 

If you annuitize at the 

end of the applicable 

time period: 

If you do not 

surrender your 

Contract: 

Instructions 

1 year 

$_ 

1 year 

$_ 

1 year 

$_ 

3 years 5 years 10 years 

$_ $_ $_ 

3 years 5 years 10 years 

$_ $_ $_ 

3 years 5 years 10 years 

$_ $_ $_ 

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, and may omit a 

narrative explanation that is not applicable under the Contract. 

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 other 
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than a Contract Adjustment is calculated based on a benchmark (e.g., a fee that varies according 

to volatility levels or Treasury yields), the Registrant must also disclose the maximum guaranteed 

charge as a single number. The Registrant may disclose the current charge, in addition to the 

maximum charge, if the disclosure of the current charge is no more prominent than, and does not 

obscure or impede understanding of, the disclosure of the maximum charge. In addition, the 

Registrant may include in a footnote to the table a tabular, narrative, or other presentation 

providing further detail regarding variations in the charge. For example, if deferred sales charges 

decline over time, the Registrant may include in a footnote a presentation regarding the 

scheduled reductions in the deferred sales charges. 

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

the prospectus that has different fees. 

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

Transaction Expenses 

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. "Transfer Fee" includes the maximum fee charged for any exchange or transfer of Contract value 

between Investment Options or from the Registered Separate Account to another investment 

company or from the Registered Separate Account to the insurance company's general account. 

The Registrant may include a tabular presentation of the range of transfer 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 

transfer fee. 

11. "Contract Adjustment Maximum Potential Loss" includes the maximum negative Contract 

Adjustment that may be imposed, expressed as a percentage of Contract value at the start of the 

Crediting Period or of the amount withdrawn, as applicable. The Registrant should list in a 

footnote the Contract transactions subject to a Contract Adjustment. 

12.lf 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 

13.Administrative Expenses include any Contract, account, or similar fee imposed on a dollar basis 

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

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

Account fees and expenses include all fees and expenses charged to any Investment Option 

(except sales loads, mortality and expense risk fees, and optional benefits expenses) that are 

deducted on a percentage basis. 
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15.Optional Benefits Expenses include any optional features (e.g., enhanced death benefits and 

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

16. If the Registrant (or any other party pursuant to an agreement with the Registrant) imposes any 

other recurring charge (other than Annual Portfolio Company Expenses), add another caption 

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

Annual Portfolio Company Expenses 

17.lf a Registrant offers multiple Portfolio Companies, it should disclose the minimum and maximum 

"Annual Portfolio Company Expenses" for any Portfolio Company calculated in accordance with 

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

waiver arrangements). If the Insurance Company charges a Platform Charge to make any of the 

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

include the maximum Platform Charge associated with each Portfolio Company when calculating 

minimum and maximum Annual Portfolio Company Expenses. 

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

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

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

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

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

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

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

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

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

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

Expenses that include expense reimbursements or fee waiver arrangements. 

Example 

19. For purposes of the Example(s) in the table, provide the following for each Variable Option 

Contract Class: 

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

same in each year of the 1-, 3-, 5-, and 1O-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 Variable Option (and Portfolio 

Company) 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 
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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 Variable Option 

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

(i) Provide the information required in the third section of the Example only if a sales load or 

other fee is charged upon a complete surrender. 

Item 5. Principal Risks of Investing in the Contract 

Summarize the principal risks of purchasing a Contract, including as applicable: 

(a) Investment Option Risk. Explain the principal risks of investing in an Investment Option, including 

the risks of poor investment performance and, for Index-Linked Options, the maximum potential 

loss from negative Index performance over the Crediting Period, as a percentage. 

(b) Early Withdrawal Risk. State that Contracts are unsuitable as short-term savings vehicles. Explain 

the limitations on access to cash value through withdrawals, including, as applicable, surrender 

charges, negative Contract Adjustments, loss of interest, and the possibility of adverse tax 

consequences. State the maximum potential loss resulting from a negative Contract Adjustment, 

as a percentage. 

(c) Index-Linked Option Risk. In addition to the potential loss from negative Index performance, 

describe the principal risks of investing in any Index-Linked Option offered under the Contract. 

State that an investor is not invested in the Index or in the securities tracked by the Index. 

Instructions. Include in this discussion: 

(1) The principal risks relating to, as applicable, limiting positive Index returns, the possibility of 

losses despite limits on negative Index returns, interest crediting methodologies, the impact 

of Contract fees on the amount of interest credited, and the reallocation of Contract value at 

the end of an Index-Linked Option's Crediting Period, 

(2) The principal risks associated with the Index, including, as applicable, risks relating to type 

(e.g., market risk, small-cap risk, foreign securities risk, emerging market risk, etc.), the 

exclusion of dividends from Index return, and market volatility. Specify which risks relate to 

each Index offered under the Contract. Describe the principal risks related to the possible 

substitution of the Index before the end of an Index-Linked Option's Crediting Period. 

(d) Contract Benefits Risk. Describe the principal risks associated with any benefits under the 

Contract, including the impact of excess withdrawals, if applicable. 

(e) Insurance Company Risk. Explain the principal risks associated with the Insurance Company's 

ability to meet its guarantees under the Contract, including risks relating to its financial strength 

and claims-paying ability. 

(f) Contract Changes Risk. Describe the principal risks relating to any material reservation of rights 

under the Contract, including if applicable, the right to remove or substitute Portfolio Companies, 

add or remove Index-Linked Options and change the features of an Index-Linked Option from one 
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Crediting Period to the next, stop accepting additional purchase payments, and impose 

investment restrictions or limitations on transfers. 

Item 6. Description of Insurance Company, Registered Separate Account, and Investment Options 

Concisely discuss the organization and operation or proposed operation of the Insurance Company, 

Registered Separate Account, Variable Options, Index-Linked Options, and Fixed Options. Include the 

information specified below, as applicable. 

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

Insurance Company is obligated to pay all amounts promised to investors under the Contracts, subject to 

its financial strength and claims-paying ability. 

Instruction. If applicable, indicate that the Insurance Company is relying on the exemption provided by 

rule 12h-7 under the Securities Exchange Act (17 CFR 240.12h-7). 

(b) Registered Separate Account. Briefly describe the Registered Separate Account. Include a statement 

indicating that: 

(1) income, gains, and losses credited to, or charged against, the separate account reflect the 

separate account's own investment experience and not the investment experience of the 

Insurance Company's other assets; and 

(2) the assets of the separate account may not be used to pay any liabilities of the Insurance 

Company other than those arising from the Contracts. 

(c) Variable Options. Briefly describe the Variable Options currently offered under the Contract, including 

statements indicating that: 

(1) Contract value allocated to a Variable Option will vary based on the investment experience of the 

corresponding Portfolio Company in which the Variable Option invests. There is a risk of loss of 

the entire amount invested. 

(2) Information regarding each Portfolio Company, including (i) its name, (ii) its type (e.g., money 

market fund, bond fund, balanced fund, etc.) or a brief statement concerning its investment 

objectives, (iii) its investment adviser and any sub-investment adviser, (iv) current expenses, and 

(v) performance is available in an appendix to the prospectus, and provide cross-references. State 

that each Portfolio Company has issued a prospectus that contains more detailed information 

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

or electronic copies. 

(3) Concisely discuss the rights of investors to instruct the Insurance Company on the voting of 

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

(d) Index-Linked Options. 

(1) Describe the Index-Linked Options currently offered under the Contract, including statements 

indicating that: 

(i) The Insurance Company will credit positive or negative interest at the end of a Crediting 

Period to amounts allocated to an Index-Linked Option based, in part, on the performance of 

the Index. An investment in an Index-Linked Option is not an investment in the Index or in 
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any Index fund. 

(ii) The potential for investment loss could be significantly greater than the potential for 

investment gain. An investor could lose a significant amount of money if the Index declines 

in value. 

Instruction. Prominently state as a percentage the maximum amount of loss an investor 

could experience from negative Index performance, after taking into account the minimum 

guaranteed limit on Index loss provided under the Contract. 

(iii) An investor could lose a significant amount of money due to the Contract Adjustment if 

amounts are removed from an Index-Linked Option prior to the end of its Crediting Period. 

Instruction. Prominently state as a percentage the maximum amount of loss an investor 

could experience from a negative Contract Adjustment. State that this loss could be greater 

due to surrender charges and tax consequences. 

(iv) The Insurance Company can add or remove Index-Linked Options and change the features 

of an Index-Linked Option from one Crediting Period to the next, including the Index and the 

current limits on Index gains and losses, subject to contractual minimum guarantees. 

(v) Information regarding the features of each currently offered Index-Linked Option, including 

(i) its name, (ii) its type (e.g., market Index, exchange-traded fund, etc.), or a brief statement 

describing the assets that the Index seeks to track (e.g., U.S. large-cap equities), (iii) its 

Crediting Period, (iv) its Index crediting methodology, (v) its limit on Index loss, and (vi) its 

guaranteed minimum limit on Index gain, is available in an appendix to the prospectus, and 

provide cross-references. 

Instruction. This statement may be modified to conform to the table provided in response to 

Item 17(b). 

(2) Describe how interest is calculated and credited for each Index-Linked Option. 

(i) Limits on Index Losses 

(A) State that the Insurance Company will limit the negative Index return used in 

calculating interest credited to an Index-Linked Option at the end of its Crediting 

Period. Describe the manner(s) in which the Insurance Company will limit negative 

returns through the use of a floor, buffer, or some other rate or measure. Provide an 

example of how such rate could operate to limit a negative Index return (e.g., "if the 

Index return is -25% and the buffer rate is -10%, we will credit -15% (the amount that 

exceeds the buffer rate) at the end of the Crediting Period, meaning your Contract 

value will decrease by 15%"). 

(B) Disclose the current limit on Index losses for each Index-Linked Option, and the 

minimum limit guaranteed for the life of the Contract for any Index-Linked Option. State 

that the current limit on Index losses will not change during an Index-Linked Option's 

Crediting Period. 

(C) Describe the factors the Insurance Company considers in determining the current rate 

for an Index-Linked Option, and how that choice may impact other features of the 

option set by the Insurance Company. Explain what an investor should consider 
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regarding limits on Index losses before selecting an Index-Linked Option for 

investment. 

(ii) Limits on Index Gains. 

(A) State that the Insurance Company will limit the positive Index return used in calculating 

interest credited to an Index-Linked Option at the end of its Crediting Period. Describe 

the manner(s) in which the Insurance Company will limit positive returns through the 

use of a cap, participation rate, or some other rate or measure. Provide an example of 

how such rate could operate to limit a positive Index return (e.g., "if the Index return is 

12% and the cap rate is 4%, we will credit 4% in interest at the end of the Crediting 

Period, meaning your Contract value will increase by 4%"). 

(B) Disclose the current limit on Index gains for each Index-Linked Option, and the 

minimum limit guaranteed for the life of the Contract for any Index-Linked Option. State 

that the current limit on Index gains will not change during an Index-Linked Option's 

Crediting Period. 

(C) Describe the factors the Insurance Company considers in determining the current rate 

for an Index-Linked Option, and how that choice may impact other features of the 

option set by the Insurance Company. Explain what an investor should consider 

regarding limits on Index gains before selecting an Index-Linked Option for investment. 

(iii) Crediting Period. 

(A) Generally describe the Index-Linked Option Crediting Periods available under the 

Contract (e.g., 1, 3, and 6 years) and the factors an investor should consider regarding 

different Crediting Period lengths before selecting an Index-Linked Option for 

investment. 

(B) Prominently state that amounts must remain in an Index-Linked Option until the end of 

its Crediting Period to be credited with all or partial interest, as applicable, and to avoid 

a possible Contract Adjustment in addition to potential surrender charges and tax 

consequences. Describe the transactions subject to a Contract Adjustment. Provide 

cross-references to related disclosure in the prospectus. 

(iv) Methodology and Examples. 

(A) For each Index crediting methodology, describe how interest is calculated and credited 

at the end of a Crediting Period based on the interest crediting formula or performance 

measure (e.g. point-to-point, step-up calculations, enhanced performance). 

(B) For each Index, provide a bar chart showing the annual return for each of the last 10 

calendar years (or for the life of the Index if less than 10 years). Provide a hypothetical 

example alongside each Index return that reflects the return after applying a 5% cap 

and a -10% buffer. 

Include the following legend before the bar chart, in the format specified: 

The bar chart shown below provides the Index's annual returns for the last 10 

calendar years (or for the life of the Index if less than 10 years), as well as the 

Index returns after applying a hypothetical 5% cap and a hypothetical -10% 
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buffer. The chart illustrates the variability of the returns from year to year and 

shows how hypothetical limits on Index gains and losses may affect these returns. 

Past performance is not necessarily an indication of future performance. 

The performance below is NOT the performance of any Index-Linked Option. Your 

performance under the Contract will differ, perhaps significantly. The 

performance below may reflect a different return calculation, time period, and 

llmlt on Index gains and losses than the Index-Linked Options, and does not 

reflect Contract fees and charges, including surrender charges and the Contract 

Adjustment, which reduce performance. 

Instructions. 

1. Include only one legend if bar charts for multiple Indexes are 

presented. 

2. Provide the corresponding numerical return adjacent to each bar. 

3. If the Contract does not offer any Index-Linked Option that uses a cap 

in its Index crediting methodology, the Company may reflect the rate or 

measure used to limit Index gains under the Contract assuming a hypothetical 

percentage comparable to a 5% cap. If the Contract does not offer any IndexLinked Option that uses a buffer in its Index crediting methodology, the 

Company may reflect the rate or measure used to limit Index losses under the 

Contract assuming a hypothetical percentage comparable to a -10% buffer. 

4. If applicable, disclose in a footnote to the table that the Index return 

does not reflect the dividends paid on the assets comprising the Index. 

5. If applicable, disclose in a footnote to the table that the Index provider 

deducts fees and costs when calculating the Index return. 

6. Do not include additional performance presentations or historical Index 

performance that precedes the inception of the Index. 

(C) Provide a numerical example to illustrate the mechanics of each type of Index crediting 

methodology in a clear, concise, and understandable manner. 

Include the following legend, in the format specified: 

The following examples illustrate how we calculate and credit interest under each 

Index crediting methodology assuming hypothetical Index returns and 

hypothetical limits on Index gains and losses. The examples assume no 

withdrawals. 

Instructions. 

1. Assume hypothetical returns and limits that are reasonable based on current 

and anticipated market conditions and Contract sales. 

2. Include in the example a positive Index return above the limit on Index gains 

and a negative Index return below the limit on Index losses. 
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3. Reflect any charges subtracted from interest credited or deducted from 

Contract value in the Index-Linked Options. 

4. Additional examples, charts, graphs, or other presentations may be included if 

clear, concise, and understandable. 

(v) Indexes. 

(A) For each Index, briefly describe the types of investments that compose the Index. 

Direct the investor to additional information about the Index. 

Instructions. 

1. Where there is more than one version of an Index (for example a total return 

version, price return version), it should be clear which Index relates to the IndexLinked Option. 

2. If the Index is an exchange-traded fund ("ETF"), clarify whether the Index 

performance is based on the ETF's Net Asset Value or closing value. Also clarify if 

the performance is based on the share price of the ETF and the impact of using 

share price as opposed to total return. 

3. If applicable, state that the Index does not reflect dividends paid on the securities 

comprising the Index, or that the Index deducts fees and costs when calculating 

Index performance, which will reduce Index performance. 

(B) State that the Insurance Company reserves the right to substitute an Index prior to 

the end of a Crediting Period. Explain: (a) all circumstances that could necessitate a 

substitution; (b) how the Insurance Company would choose a replacement Index; (c) 

when and how investors will be notified of any such change; (d) how Index return will 

be calculated at the end of the Crediting Period; and (e) what would happen if a 

suitable replacement Index were not found, including whether the Index-Linked 

Option will be discontinued prior to the end of the Crediting Period. 

(vi) Maturity. State whether investors will receive advance notice of a maturing Index-Linked 

Option. Disclose how an investor may provide instructions on reallocating Contract value at 

the end of the Crediting Period, and any automatic default reallocation in the absence of 

such instructions. 

Instruction. Explain how investors will be informed of Index-Linked Options available for 

allocation at the end of a Crediting Period, including any changes to currently offered IndexLinked Options, and the discontinuance or addition of Index-Linked Options. 

(vii)Other Material Features. Describe any other material aspect of the Index-Linked Options, 

including limitations on transfers to or from the Index-Linked Options, rate holds, "bail-out" 

provisions, start dates, and holding accounts. If applicable, briefly describe how charges may 

impact Index-Linked Option value. 

( e) Fixed Options. 

(1) Describe the Fixed Options currently offered under the Contract. State that information 

regarding the features of each currently offered Fixed Option, including (i) its name, (ii) its term, 
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and (iii) its minimum guaranteed interest rate, is available in an appendix to the prospectus, 

and provide cross-references. 

Instruction. This statement may be modified to conform to the table provided in response to 

Item 17(c). 

(2) Describe how interest is calculated and when it is credited for each Fixed Option. Disclose the 

length of the term and the minimum guaranteed interest rate. 

Instruction. Disclose the minimum guaranteed interest rate as a numeric rate, rather than 

referring to any minimums permitted under state law. 

(i) Maturity. If applicable, state whether investors will receive advance notice of a maturing 

Fixed Option. Disclose how an investor may provide instructions on reallocating Contract 

value at the end of the term, and any automatic default reallocation in the absence of such 

instructions. 

Instruction. Explain how investors will be informed of Fixed Options available for allocation at 

the end of a term, including any changes to currently offered Fixed Options, and the 

discontinuance or addition of Fixed Options. 

(ii) Other Material Features. Describe any other material aspect of the Fixed Options, including 

limitations on transfers to or from the Fixed Options, rate holds, start dates, and holding 

accounts. 

Item 7. Charges 

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

or Investment Option assets, 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, Contract value, or 

Investment Option assets, the proceeds of withdrawals or surrenders, or some other source. When 

possible, specify the amount of any charge as a percentage or dollar figure (e.g., 0.95% of average 

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

(e.g., daily, monthly, annually). Identify the person who receives the amount deducted, briefly explain 

what is provided in consideration for the charges, and explain the extent to which any charge can be 

modified. Where it is possible to identify what is provided in consideration for a particular charge 

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

charge separately. 

Instructions. 

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

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

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

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

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

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

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

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

include how the deduction will be allocated among Investment Options and when, if ever, the 

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

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

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

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

payments. 

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

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

(d) Operating Expenses. Describe any type of operating expenses for which the Registered Separate 

Account is responsible. If organizational expenses of the Registered Separate Account are to be paid 

out of its assets, explain how the expenses will be amortized and the period over which the 

amortization will occur. 

(e) Contract Adjustment. Describe any Contract Adjustment under the Contract. 

Instructions. 

1. State the maximum potential loss, as a percentage, that could result from a negative Contract 

Adjustment. 

2. Define the period during which the Contract Adjustment applies. 

3. Describe all transactions subject to the Contract Adjustment. For example, as applicable, state 

whether an adjustment will be applied if amounts are transferred or withdrawn from an IndexLinked Option or from the Contract due to a partial withdrawal, surrender, election of an annuity 

option, payment of death benefit proceeds, etc., or where a particular Contract option (such as a 

withdrawal under a guaranteed living benefit) is utilized. Describe any circumstances under which 

the adjustment will be waived. 

4. Briefly describe in simple terms the manner in which the Contract Adjustment is determined, 
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including: (i) whether the adjustment results from the application of a particular formula or set of 

factors (e.g., a change in value of hypothetical derivative instruments); (ii) the factors that may 

cause a positive or negative adjustment (e.g., timing of withdrawal, Index volatility, increase in 

external interest rates, etc.); (iii) a description of any proportionate withdrawal calculations; and (iv) 

how a positive or negative adjustment is applied (e.g., allocated among the Investment Options, 

applied to a withdrawal amount). Detailed disclosure on the method of calculating the Contract 

Adjustment should be placed in the SAi in response to Item 22. Provide a cross-reference to the SAi 

for more information about the Contract Adjustment, including examples illustrating the operation 

of the adjustment. 

5. State how the Contract Adjustment will affect the Contract value, surrender value, death benefit, 

and any living benefits, and disclose that a negative adjustment could reduce the values under the 

Contract by an amount greater than the value withdrawn. If applicable, state the impact of the 

Contract Adjustment on interest to be credited to an Index-Linked Option at the end of its Crediting 

Period. 

6. Describe the relationship between the Contract Adjustment and any other charges or fees applied 

under the Contract, including, for example, the sequence in which charges and adjustments are 

applied. 

7. Briefly describe the purpose of the Contract Adjustment (e.g., to transfer risk from the Insurance 

Company to the investor to protect the Insurance Company from losses on its own investments 

supporting Contract guarantees if amounts are withdrawn prematurely). 

8. Disclose how an investor can obtain information about the current value of a Contract Adjustment. 

State that this value can fluctuate daily, and the current value quoted to the investor may differ 

from the actual value calculated at the time of adjustment. 

Item 8. General Description of Contracts 

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

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

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

investor. 

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

resulting from different brokerage channels) to the offering. 

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

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

(2) allocation of purchase payments among Investment Options; 

(3) transfer of Contract value between Investment Options, 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. 
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(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., Index-Linked or Fixed Options, 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 Registered Separate Account Changes. Briefly describe the changes that can be made 

in the Contracts or the operations of the Registered Separate Account by the Registered Separate 

Account 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 Registered Separate Account under the Investment Company 

Act or to substitute one Portfolio Company for another. Do not describe possible non-material changes, 

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

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

Contract is being offered. 

(f) Frequent Transfers among Variable Options. 

(1) Describe the risks, if any, that frequent transfers of Contract value among Variable Options 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 Registered Separate Account or Insurance Company has adopted 

policies and procedures with respect to frequent transfers of Contract value among Variable 

Options. 

(3) If neither the Registered Separate Account nor the Insurance Company has adopted any such 

policies and procedures, provide a statement of the specific basis for the view of the Insurance 

Company that it is appropriate for the Registered Separate Account and Insurance Company not 

to have such policies and procedures. 

(4) If the Registered Separate Account or Insurance Company has any such policies and procedures, 

describe those policies and procedures, including: 

(i) whether or not the Registered Separate Account or Insurance Company discourages frequent 

transfers of Contract value among Variable Options; 

(ii) whether or not the Registered Separate Account or Insurance Company accommodates 

frequent transfers of Contract value among Variable Options; and 

(iii) any policies and procedures of the Registered Separate Account or Insurance Company for 

deterring frequent transfers of Contract value among Variable Options, including any 

restrictions imposed by the Registered Separate Account or Insurance Company to prevent or 
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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 Variable Options, together 

with a description of the circumstances under which such costs, fees, or charges will be 

imposed; 

(D) any minimum holding period that is imposed before a transfer may be made from a 

Variable Option into another; 

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

electronically, or via facsimile or telephone; and 

(F) any right of the Registered Separate Account 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 Variable 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 Variable 

Options. 

Item 9. Annuity Period 

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

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

(b) The annuity commencement date (give the earliest and latest possible dates); 

(c) Frequency and duration of annuity payments, and the effect of these on the level of payment; 

(d) The effect of assumed investment return; 

(e) Any minimum amount necessary for an annuity option and the consequences of an insufficient 

amount; and 

(f) Rights, if any, to change annuity options or to effect a transfer of investment base after the annuity 

commencement date. 

Instructions: 
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1. Describe the choices, if any, available to a prospective annuitant, and the effect of not specifying 

a choice. Where an annuitant is given a choice in assumed investment return, explain the effect 

of choosing a higher, as opposed to a lower, assumed investment return. 

2. Detailed disclosure on the method of calculating annuity payments should be placed in the SAi in 

response to Item 25. 

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

annuity commencement date. 

Item 10. Benefits Available Under the Contract 

(a) Include the following information: 

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

Name of Benefit Purpose Is Benefit Maximum Fee Brief Description 

Standard or of Restrictions/ 

Optional Limitations 

[ ]% 

[ ]% 

Instructions. 

1. General. 

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

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

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

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

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

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

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

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

headings, might similarly permit better comparisons of those benefits. 

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

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

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

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

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

those optional benefits are available. 

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

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

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

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

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

the table(s). 
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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 Portfolio Companies or 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. 

Item 11. Purchases and Contract Value 

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

(1) the minimum initial and subsequent purchase payments required and any limitations on the 

amount of purchase payments that will be accepted (if there are separate limits for each 

Investment Option, state these limits); 

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

(3) a description of how purchase payments are allocated to the Investment Options, including how 

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

(b) For Variable Options: 

(1) 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; and (C) how the number of accumulation units 

credited to a Contract is determined. 
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(2) Explain that investment performance of the Portfolio Companies, expenses, and deduction of 

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

(3) 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. 

(c) 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 or any 

affiliated person of the Registrant, identify how they are affiliated (e.g., the principal underwriter is 

controlled by the Insurance Company). 

Item 12. Surrenders and Withdrawals 

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

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

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

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

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

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

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

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

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

benefits, and whether any charge(s) and Contract Adjustment 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. Disclose the method for crediting Variable 

Option earnings to purchase payments during the free look period, and whether Investment Options 

are limited during the free look period. 

Item 13. Loans 

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

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

State how the amount available for a loan is calculated. 

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

Contract year). 
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(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 the investment experience 

of an Investment Option 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 Investment Options and how and when amounts repaid are credited to the 

Investment Options. 

Item 14. Taxes 

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

holding, exchanging, or exercising rights under the Contract. 

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

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

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

the tax consequences vary with different uses of the Contract. 

(b) Qualified Plans. Identify the types of qualified plans for which the Contracts are intended to be used. 

Instructions: 

1. Identify the types of persons who may use the plans (e.g., corporations, self-employed individuals) 

and disclose, if applicable, that the terms of the plan may limit the rights otherwise available 

under the Contracts. 

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

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

Item 15. Legal Proceedings 

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

business, to which the Registered Separate Account, the principal underwriter, or the 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. 
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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 Registered Separate Account, the ability of the 

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

to meet its obligations under the Contracts. 

Item 16. Financial Statements 

If all of the required financial statements of the Registered Separate Account and the Insurance 

Company (see Item 26 and General Instruction C.3.(b)) are not in the prospectus, state, under a separate 

caption, where the financial statements may be found. Briefly explain how investors may obtain any 

financial statements not in the Statement of Additional Information. 

Item 17. Investment Options Available Under the Contract 

Include the following information as an Appendix under the heading "Appendix: Investment Options 

Available Under the Contract." A Registrant may modify the Appendix heading as appropriate under the 

Contract. 

(a) Variable Options. Include the following legend, in the format specified below: 

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

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

amended from time to time and can be found online at[_]. You can also request this information at no 

cost by calling[ __ ] or by sending an email request to[_]. 

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

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

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

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

performance. 

Type/Investment Portfolio Company Current Expenses Average Annual Total Returns 

Objective and Adviser/ 

Subadviser (as of 12/31/ _J 

1 year 5year 10year 

[Insert] [Names of Portfolio [J% [J% [J% [J% 

Company and 

adviser/subadviser] 

Instructions. 

1. General. 

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

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

"soft" close). 

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

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

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

other information about the Portfolio Companies. The website address must be specific 
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enough to lead investors directly to the prospectuses of the Portfolio Companies, rather than 

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

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

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

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

through which the Contract may be purchased or sold. 

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

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

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

legend to the table regarding online availability of the prospectuses. 

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

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

where the updated information may be obtained. 

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

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

Company's investment objectives. 

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

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

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

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

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

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

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

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

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

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

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

more of the Portfolio Company's net assets. 

4. Current Expenses. Report "Total Annual Fund Operating Expenses" as calculated pursuant to Item 

3 of Form N-1A [17 CFR §§ 239.15A and 27 4.11A], reflecting any expense reimbursements or 

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

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

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

annual expenses reflect temporary fee reductions. 

5. Platform Charge. If the Insurance Company charges a Platform Charge to make any of the 

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

"Platform Charge" disclosing the current Platform Charge for each Portfolio Company. If 

applicable, also provide a footnote indicating the highest level to which any relevant Platform 

Charge may be increased. 

6. Current Expenses + Platform Charge. If the Insurance Company charges a Platform Charge to 

make any of the Portfolio Companies available as investment options under the Contract, add a 

column titled "Current Expenses + Platform Charge." The column contemplated by this Instruction 
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must be presented in a manner reasonably calculated to draw investor attention to that column. 

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

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

N-1A. 

(b) Index-Linked Options. Include the following legend, in the format specified below: 

The following is a list of Index-Linked Options currently available under the Contract. We may change the 

features of the Index Linked Options listed below (including the Index and the current limits on Index 

gains and losses), offer new Index-Linked Options, and terminate existing Index-Linked Options. We will 

provide you with written notice before doing so. Information about current limits on Index gains is 

available at [provide website address]. 

Note: If amounts are withdrawn from an Index-Linked Option before the end of its Crediting Period, we 

may apply a Contract Adjustment. This may result in a significant reduction in your Contract value that 

could exceed any protection from Index loss that would be in place if you held the option until the end of 

the Crediting Period. 

Index 

[Name of Index] 

Instructions. 

1. General. 

Type of Index 

[Insert] 

Index Crediting 

Crediting Period Methodolo~ 

[ ] Year [ l 

Limit on Index 

Loss (if held 

until end of Guaranteed 

Crediting Minimum Limit 

Period) on Index Gain 

[ ]% [ ]% 

(a) Include appropriate cross-references in the legend to the section(s) of the prospectus that 

describe the features of the Index-Linked Options as well as the Contract Adjustment. 

(b) Only include those Index Linked Options that are available under the Contract. Indicate if 

investments in any of the Index-Linked Options are restricted (e.g., because of a "hard" or 

"soft" close). 

(c) An Insurance Company may add, modify, or exclude table headings only as necessary to 

describe the material features of an Index-Linked Option. 

(d) If an Index provider calculates the Index return in a manner that does not reflect the full 

investment performance of the assets tracked by the Index (e.g., the return does not reflect 

dividends paid on the assets composing the Index, the return reflects a fee or cost, etc.), 

then include, if applicable, a footnote to the table stating that the Index return does not 

reflect the full investment performance of the assets it tracks, which will reduce Index 

performance. 

(e) The website address in the legend must be specific enough to lead investors directly to 

current rates, rather than to the home page or other section of the website on which the 

rates are posted. 
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2. Index. Provide the name of the Index. 

3. Type. Briefly describe the type of Index (e.g., market index, exchange-traded fund, etc.), or 

include a brief statement describing the assets that the Index seeks to track (e.g., U.S. large-cap 

equities). 

4. Crediting Period. State the duration of the Index-Linked Option. 

5. Index Crediting Methodology. If the Insurance Company utilizes multiple index crediting 

methodologies under the Contract (e.g., point-to-point, step-up, enhanced upside, etc.), include a 

column indicting the type of methodology used for each Index-Linked Option. 

6. Limit on Index Loss (if held until end of Crediting Period). State the current percentage used by 

the Insurance Company in its interest crediting methodology to limit the amount of negative 

Index return credited to the Index-Linked Option. Identify in the table whether this limit is a 

buffer, floor, or some other rate or measure. 

7. Limit on Index Gain. State the guaranteed minimum percentage the Insurance Company may 

use in its interest crediting methodology to limit the amount of positive Index return credited to 

the Index-Linked Option. Identify in the table whether this limit is a cap, participation rate, or 

some other rate or measure. 

(c) Fixed Options. Include the following legend, in the format specified below: 

The following is a list of Fixed Options currently available under the Contract. We may change the 

features of the Fixed Options listed below, offer new Fixed Options, and terminate existing Fixed Options. 

We will provide you with written notice before doing so. 

Name 

[Name of Fixed Option] 

Instructions. 

1. General. 

Term 

I ] Year 

Minimum Guaranteed Interest 

Rate 

[ ]% 

(a) Include appropriate cross-references in the legend to the section(s) of the prospectus that 

describe the features of the Fixed Options. 

(b) Only include those Fixed Options that are available under the Contract. 

(c) A Company may add, modify, or exclude table headings only as necessary to describe the 

material features of a Fixed Option. 

2. Term. State the duration of the Fixed Option. 

3. Minimum Guaranteed Interest Rate. Disclose the minimum guaranteed interest rate as a 

numeric rate, rather than referring to any minimums permitted under state law. 

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

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

above, as applicable: "Depending on the [optional] benefits you choose, you may not be able to 

invest in certain Investment Options, as noted below."; and 

(2) 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: 

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

Investment Option A 0 0 0 0 

Investment Option B 0 0 0 

Investment Option C 0 0 

Investment Option D 0 
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PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION 

Item 18. Cover Page and Table of Contents 

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

(1) The Registered Separate Account'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 19. 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) Registered Separate Account. Provide the date and form of organization of the Registered Separate 

Account and the Registered Separate Account's classification pursuant to section 4 of the Investment 

Company Act [15 U.S.C. 80a-4] (i.e., a separate account and a unit investment trust). 

(c) History of Insurance Company and Registered Separate Account. 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 Registered Separate 

Account 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 Registered Separate Account Assets. If 10 percent or more of the assets of any 

Variable Option are not attributable to Contracts or to accumulated deductions or reserves (e.g., 

initial capital contributed by the Insurance Company), state what percentage those assets are of the 
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total assets of the Registered Separate Account. If the Insurance Company, or any other person 

controlling the assets, has any present intention of removing the assets from the Registered 

Separate Account, 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 20. Non-Principal Risks of Investing in the Contract 

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

Item 21. SeNices 

(a) Expenses Paid by Third Parties. Describe all fees, expenses, and costs of the Registered Separate 

Account that are to be paid by persons other than the Insurance Company or the Registered Separate 

Account, and identify those persons. 

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

contract that may be of interest to a purchaser of the Contracts, under which services are provided to 

the Registrant in connection with the Contracts, 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 pastthree 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 

Registered Separate Account, but does not include the following: 

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

redemptions under the Contracts, and 

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

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

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

the following: 

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

(b) The direct or indirect relationships, if any, of the person with the Registered Separate Account, 

the Insurance Company, or the principal underwriter; and 

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

for the Registrant's last three fiscal years. 

(c) Other Service Providers. 

(1) Unless disclosed in response to paragraph (b) or another item of this form, identify and state the 
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principal business address of any person who provides significant administrative or business 

affairs management services for the Registrant in connection with the Contracts (e.g., an 

"Administrator," "Sub-Administrator," "Servicing Agent"), describe the services provided, and the 

compensation paid for the services. 

(2) State the name and principal business address of the Registered Separate Account's custodian 

and Registrant's independent public accountant and describe generally the services performed by 

each. 

(3) If the Registered Separate Account'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 Registered Separate Account or the Insurance Company, or an 

affiliated person of such an affiliated person, acts as administrative or servicing agent for the 

Registrant in connection with the Contracts, describe the services the person performs and the 

basis for remuneration. State, for the past three years, the total dollars paid for the services, and 

by whom. 

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

administrative or servicing agent who is also the Insurance Company. 

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

Item 22. Purchase of Securities Being Offered 

(a) Describe the manner in which Registrant's securities are offered to the public. Include a description 

of any special purchase plans and any exchange privileges not described in the prospectus. 

Instruction. Address exchange privileges between Investment Options, between the Registered Separate 

Account and other separate accounts, and between the Registered Separate Account 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, Portfolio Company, or investment 

adviser to the Portfolio Company. 

(c) Frequent Transfer Arrangements. Describe any arrangements with any person to permit frequent 

transfers of Contract value among Variable Options, 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 Registered Separate Account, the Insurance Company, or any other 

party pursuant to such arrangements. 

Instructions: 

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

to maintain assets in the Registered Separate Account or in other investment companies or 
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accounts managed or sponsored by the Insurance Company, any investment adviser of a Portfolio 

Company, 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 

Variable Options 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. 

(d) Contract Adjustment. Fully explain the operation of any Contract Adjustment under the Contract, 

including any formulas used to calculate the adjustment. 

Instruction. Include one or more numeric examples to illustrate the application of the Contract 

Adjustment. The example should include a negative adjustment, reflect surrender charges, if 

applicable, and disclose the percentage change in Contract value as a result of the adjustment. 

Item 23. 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 

Registered Separate Account, the Insurance Company, or any affiliated person of the Registered 

Separate Account 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 

Registered Separate Account. 

2. Exclude information about bona fide contracts with the Registered Separate Account or the 

Insurance Company for outside legal or auditing services, or bona fide contracts for personal 

employment entered into with the Registered Separate Account or the Insurance Company in the 

ordinary course of business. 
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3. Information need not be given about any service for which total payments of less than 

$15,000 were made during each of the Registrant's last three fiscal years. 

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

administrative or servicing agent. 

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

describe only the arrangement or policy. 

Item 24. Calculation of Performance Data 

(a) Money Market Funded Sub-Accounts. Yield quotation(s) included in the prospectus for an account or 

sub-account of a Registered Separate Account that holds itself out as a "money market" account or 

sub-account should be calculated according to paragraphs (a)(1) - (2). 

(1) Yield Quotation. Based on the 7 days ended on the date of the most recent balance sheet of the 

Registered Separate Account included in the registration statement, calculate the yield by 

determining the net change, exclusive of capital changes and income other than investment 

income, in the value of a hypothetical pre-existing account having a balance of one accumulation 

unit of the account or sub-account at the beginning of the period, subtracting a hypothetical 

charge reflecting deductions from Contracts, 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 Registered Separate Account included in the registration statement, calculate the 

effective yield, carried to at least the nearest hundredth of one percent, by determining the net 

change, exclusive of capital changes and income other than investment income, in the value of a 

hypothetical pre-existing account having a balance of one accumulation unit of the account or 

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

deductions from Contracts, 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 Contracts in proportion to the length of 

the base period. For any account fees that vary with the size of the account, assume an account 

size equal to the sub-account's mean (or median) account size. 

2. Deductions from purchase payments and sales loads assessed at the time of redemption or 

annuitization should not be reflected in the computation of yield and effective yield. However, the 

amount or specific rate of such deductions must be disclosed. 

3. Exclude realized gains and losses from the sale of securities and unrealized appreciation and 

depreciation from the calculation of yield and effective yield. Exclude income other than 

investment income. 
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4. If applicable, disclose that the performance information may not reflect all Contract charges 

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

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

(b) Other Sub-Accounts. Performance information included in the prospectus for the Registered 

Separate Account should be calculated according to paragraphs (b)(i) - (iii). 

(1) Average Annual Total Return Quotation. For the 1-, 5-, and 10-year periods ended on the date of 

the most recent balance sheet of the Registered Separate Account 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: 

Where: 

p 

T 

n 

ERV 

Instructions: 

= 

= 

= 

= 

P(1+T)n = ERV 

a hypothetical initial purchase payment of $1,000 

average annual total return 

number of years 

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). 

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 Contracts. For any account fees that vary with 

the size of the account, assume an account size equal to the sub-account's mean (or median) 

account size. If recurring fees charged to Contracts 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 Registered Separate Account'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 Registered 

Separate Account's most recent fiscal year. 

7. If applicable, disclose that the performance information may not reflect all Contract charges 
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and provide one or more examples of such charges (contracts may impose certain charges 

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

investment in the sub-account, such as optional benefit charges). State that performance 

would be lower if these charges were included. 

(2) Yield Quotation. Based on a 30-day (or one month) period ended on the date of the most recent 

balance sheet of the Registered Separate Account 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[t-b + 1)6 - 1] cd 

Where: 

a = net investment income earned during the period by the Portfolio Company attributable 

to shares owned by the sub-account 

b = expenses accrued for the period (net of reimbursements) 

c = the average daily number of accumulation units outstanding during the period 

d = the maximum offering price per accumulation unit on the last day of the period. 

Instructions: 

1. Include among the expenses accrued for the period all recurring fees that are charged to all 

Contracts. For any account fees that vary with the size of the account, assume an account size 

equal to the sub-account's mean (or median) account size. 

2. If a broker-dealer or an affiliate (as defined in paragraph (b) of rule 1-02 of Regulation S-X [17 

CFR 210.1-02(b)]) of the broker-dealer has, in connection with directing the Portfolio 

Company's brokerage transactions to the broker-dealer, provided, agreed to provide, paid for, 

or agreed to pay for, in whole or in part, services provided to the Portfolio Company (other than 

brokerage and research services as these terms are defined in section 28(e) of the Securities 

Exchange Act [15 U.S.C. 78bb(e)]), add to expenses accrued for the period an estimate of 

additional amounts that would have been accrued for the period if the Portfolio Company had 

paid for the services directly in an arms-length transaction. 

3. Net investment income must be calculated by the Portfolio Company as prescribed by Item 

26(b)(4) of Form N-1A. 

NOTE: (a-b) = net investment income in the Item 26(b)(4) equation. 

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

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

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

charges). State that performance would be lower if these charges were included. 

(3) Non-Standardized Performance Quotation. A Registered Separate Account may calculate 
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performance using any other historical measure of performance (not subject to any prescribed 

method of computation) if the measurement reflects all elements of return. 

Item 25. Annuity Payments 

Describe the method for determining the amount of annuity payments if not described in the prospectus. 

In addition, describe how any change in the amount of a payment after the first payment is determined. 

Item 26. Financial Statements 

(a) Registered Separate Account. Provide financial statements of the Registered Separate Account. 

Instructions. Include, in a separate section, the financial statements and schedules required by 

Regulation S-X [17 CFR 210]. Financial statements of the Registered Separate Account may be limited 

to: 

(i) An audited balance sheet or statement of assets and liabilities as of the end of the most recent 

fiscal year; 

(ii) An audited statement of operations of the most recent fiscal year conforming to the requirements 

of rule 6-07 of Regulation S-X [17 CFR 210.6-07]; 

(iii) An audited statement of cash flows for the most recent fiscal year if necessary to comply with 

generally accepted accounting principles; and 

(iv) Audited statements of changes in net assets conforming to the requirements of rule 6-09 of 

Regulation S-X [17 CFR 210.6-09] for the two most recent fiscal years. 

(b) 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 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 Band 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 first-class mail or other means designed to ensure equally 
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prompt delivery. 

1. 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 include 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. 

(c) Changes in and Disagreements with Accountants. For Contracts with Index-Linked Options, include 

the information required by Item 304 of Regulation S-K [17 CFR 229.304]. 
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PART C- OTHER INFORMATION 

Item 27. Exhibits 

Subject to General Instruction D regarding incorporation by reference and rule 483 under the Securities 

Act [17 CFR 230.483], file the exhibits listed below as part of the registration statement. Letter or 

number the exhibits in the sequence indicated and file copies rather than originals, unless otherwise 

required by rule 483. Reflect any exhibit incorporated by reference in the list below and identify the 

previously filed document containing the incorporated material. 

(a) Board of Directors Resolution. The resolution of the board of directors of the Insurance Company 

authorizing the establishment of the Registered Separate Account. 

(b) Custodian Agreements. All agreements for custody of securities and similar investments of the 

Registered Separate Account, including the schedule of remuneration. 

(c) Underwriting Contracts. Underwriting or distribution contracts between the Registered Separate 

Account or Insurance Company and a principal underwriter and agreements between principal 

underwriters or the Insurance Company and dealers. 

(d) Contracts. The form of each Contract, including any riders or endorsements. 

(e) Applications. The form of application used with any Contract provided in response to (d) above. 

(f) 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. 

(g) Reinsurance Contracts. Any contract of reinsurance related to a Contract. 

(h) Participation Agreements. Any participation agreement or other contract relating to the investment by 

the Registered Separate Account in a Portfolio Company. 

(i) Administrative Contracts. Any contract relating to the performance of administrative services in 

connection with administering a Contract. 

U) Other Material Contracts. Other material contracts not made in the ordinary course of business to be 

performed in whole or in part on or after the filing date of the registration statement. 

(k) Legal Opinion. An opinion and consent of counsel regarding the legality of the securities being 

registered, stating whether the securities will, when sold, be legally issued and represent binding 

obligations of the Insurance Company. 

(I) Other Opinions. Copies of any other opinions, appraisals, or rulings, and consents of their use relied 

on in preparing this registration statement and required by section 7 of the Securities Act [15 U.S.C. 

77g]. 

(m)Omitted Financial Statements. Financial statements omitted from Item 26. 

(n) Initial Gapital Agreements. Any agreements or understandings made in consideration for providing 

the initial capital between or among the Registered Separate Account, 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 
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or reselling. 

(o) Form of Initial Summary Prospectuses. The form of any Initial Summary Prospectus that the 

Registrant intends to use on or after the effective date of the registration statement, pursuant to rule 

498A under the Securities Act [17 CFR 230.498A]. 

(p) Power of attorney. Any power of attorney included pursuant to rule 483(b) under the Securities Act 

[17 CFR 230.483(b)]. 

(q) Letter Regarding Change in Certifying Accountant. For Contracts with Index-Linked Options, a letter 

from the Insurance Company's former independent accountant regarding its concurrence or 

disagreement with the statements made by the Insurance Company in the registration statement 

concerning the resignation or dismissal as the Insurance Company's principal accountant. 

Instructions. 

1. Schedules (or similar attachments) to the exhibits required by this Item are not required to be 

filed provided that they do not contain information material to an investment or voting decision 

and that information is not otherwise disclosed in the exhibit or the disclosure document. Each 

exhibit filed must contain a list briefly identifying the contents of all omitted schedules. 

Registrants need not prepare a separate list of omitted information if such information is 

already included within the exhibit in a manner that conveys the subject matter of the omitted 

schedules and attachments. In addition, the Registrant must provide a copy of any omitted 

schedule to the Commission or its staff upon request. 

2. The Registrant may redact information from exhibits required to be filed by this Item if 

disclosure of such information would constitute a clearly unwarranted invasion of personal 

privacy (e.g., disclosure of bank account numbers, social security numbers, home addresses 

and similar information). 

3. The Registrant may redact specific provisions or terms of exhibits required to be filed by 

paragraphs (g) and U) of this Item if the Registrant customarily and actually treats that 

information as private or confidential and if the omitted information is not material. If it does 

so, the Registrant should mark the exhibit index to indicate that portions of the exhibit or 

exhibits have been omitted and include a prominent statement on the first page of the 

redacted exhibit that certain identified information has been excluded from the exhibit 

because it is both not material and the type that the Registrant treats as private or 

confidential. The Registrant also must include brackets indicating where the information is 

omitted from the filed version of the exhibit. If requested by the Commission or its staff, the 

Registrant must promptly provide on a supplemental basis an unredacted copy of the exhibit 

and its materiality and privacy or confidentiality analyses. Upon evaluation of the Registrant's 

supplemental materials, the Commission or its staff may require the Registrant to amend its 

filing to include in the exhibit any previously redacted information that is not adequately 

supported by the Registrant's analyses. The Registrant may request confidential treatment of 

the supplemental material submitted under this Instruction 3 pursuant to Rule 83 of the 

Commission's Organizational Rules [17 CFR 200.83] while it is in the possession of the 

Commission or its staff. After completing its review of the supplemental information, the 

Commission or its staff will return or destroy it, if the Registrant complies with the procedures 

outlined in Rule 418 under the Securities Act [17 CFR 230.418]. 

4. Each exhibit identified in the exhibit index (other than an exhibit filed in extensible Business 
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Reporting Language) must include an active link to an exhibit that is filed with the registration 

statement or, if the exhibit is incorporated by reference, an active hyperlink to the exhibit 

separately filed on EDGAR. If the registration statement is amended, each amendment must 

include active hyperlinks to the exhibits required with the amendment. 

5. Registrants are required to provide the Initial Summary Prospectus exhibits, as required by 

paragraph (o) of this Item, only in connection with the filing of an initial registration statement, 

or in connection with a pre-effective amendment or a post-effective amendment filed in 

accordance with paragraph (a) of rule 485 under the Securities Act [17 CFR 230.485(a)]. 

Registrants should add a legend clearly identifying the document as a form of Initial Summary 

Prospectus the Registrant intends to use on or after the effective date of the registration 

statement. 

Item 28. Directors and Officers of the Insurance Company 

Provide the following information about each director or officer of the Insurance Company: 

(1) (2) 

Name and Principal Business Address Positions and Offices with Insurance Company 

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 Registered Separate Account 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 the president's absence. 

Item 29. Persons Controlled by or Under Common Control with the Insurance Company or the Registered 

Separate Account 

Provide a list or diagram of all persons directly or indirectly controlled by or under common control with 

the Insurance Company or the Registered Separate Account. 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 Registered Separate Account and the Insurance Company in the list or diagram and 

show the relationship of each company to the Registered Separate Account 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. 

Item 30. Indemnification 

State the general effect of any contract, arrangements, or statute under which any underwriter or 

affiliated person of the Registrant is insured or indemnified against any liability incurred in his or her 
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official capacity, other than insurance provided by any underwriter or affiliated person for his or her own 

protection. 

Item 31. Principal Underwriters 

(a) Other Activity. State the name of each investment company (other than the Registered Separate 

Account) 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 23: 

(1) (2) 

Name and Principal Business Address Positions and Offices with Underwriter 

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 Registered 

Separate Account 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 

the president's absence. 

(c) Compensation From the Registrant. Provide the information required by the following table for all 

commissions and other compensation received, directly or indirectly, from the Registrant during the 

Registrant's last fiscal year by each principal underwriter: 

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

Name of Net Underwriting Compensation on Brokerage Other 

Principal Discounts Redemption Commission Compensation 

Underwriter 

Instructions: 

1. Disclose the type of services rendered in consideration for the compensation listed under column 

(5). 

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

Registered Separate Account. 

3. Exclude information about bona fide contracts with the Registered Separate Account or the 

Insurance Company for outside legal or auditing services, or bona fide contracts for personal 

employment entered into with the Registered Separate Account or the Insurance Company in the 

ordinary course of business. 

4. Exclude information about any service for which total payments of less than $15,000 were made 

during each of the Registrant's last three fiscal years. 
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5. Exclude information about payments made under any agreement whereby another person 

contracts with the Registered Separate Account or the Insurance Company to perform as 

custodian or administrative or servicing agent. 

Item 31A. Information about Contracts with Index-Linked Options 

For any Contract with Index-Linked Options offered through this registration statement, provide the 

information required by the following table as of December 31 of the prior year: 

Number of Gross Amount of 

Number of Total value Contracts premiums Contract value Combination Name of the Contracts attributable to sold during received redeemed Contract Contract outstanding the Index- the prior during the during the (Yes/No) Linked Option calendar prior calendar prior calendar 

vear vear vear 

Instructions: 

1. In the case of group Contracts, each participant certificate should be counted as an individual 

Contract. 

2. "Total value attributable to the Index-Linked Option" means the sum of the Contract value in the 

Index-Linked Options of each individual Contract. For "Combination Contracts," which for 

purposes of this Item are Contracts that offer Variable Options in addition to Index-Linked 

Options, exclude amounts allocated to the Registered Separate Account. 

Item 32. Location of Accounts and Records 

State the name and address of each person maintaining physical possession of each account, book, or 

other document, required to be maintained by the Registered Separate Account pursuant to section 

31(a) of the Investment Company Act [15 U.S.C. 80a-30(a)] and the rules under that section. 

Instruction. The Registered Separate Account may omit this information to the extent it is provided in its 

most recent report on Form N-CEN [17 CFR 274.101]. 

Item 33. Management Services 

Provide a summary of the substantive provisions of any management-related service contract not 

discussed in Part A or Part B, disclosing the parties to the contract and the total amount paid and by 

whom for the Registrant's last three fiscal years. 

Instructions: 

1. The instructions to Item 21(b) shall also apply to this Item. 

2. Exclude information about any service provided for payments totaling less than $15,000 during 

each of the Registrant's last three fiscal years. 

Item 34. Fee Representation and Undertakings 

(a) With regard to Variable Options, 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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(b) With regard to Index-Linked Options, furnish the following undertakings in substantially the following 

form: 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to 

the registration statement to include any prospectus required by section 10(a)(3) of the Securities 

Act; and 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective 

amendment shall be deemed to be a new registration statement relating to the securities offered 

therein, and the offering of such securities at that time shall be deemed to be the initial bona fide 

offering thereof. 
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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 __________ _ 

(Registered Separate Account) 

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 Registered Separate Account 

and the Insurance Company, if applicable. If the registration statement is being filed only under the 

Investment Company Act, it should be signed only by the Registered Separate Account. 

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 
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Appendix B---Form N-6 

Form N-6 

* * * * * 

Item 30. Exhibits 

* * * * * 

Instructions. 

* * * 

3. The Registrant may redact specific provisions or terms of exhibits required to be filed by 

paragraphs (g) and G) of this Item if the Registrant customarily and actually treats that information as 

private. 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 destroy it, if the Registrant complies with the procedures outlined in rule 418 under the 

Securities Act [17 CFR 230.418]. 

* * * * * 
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Appendix C-Form 24F-2 

1. 

2. 

3. 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 24F-2 

Annual Notice of Securities Sold 

Pursuant to Rule 24f-2 under the 

Investment Company Act of 

1940 or Rule 456(e) under the 

Securities Act of 1933 

Read Instructions at end of this Form before preparing. 

Name and address of issuer: 

The name and EDGAR identifier of each series or class of securities for which this Form is filed. 

If the Form is being filed for all series and classes of securities of the issuer, check the box but do not list series 

or classes: □ 

Investment Company Act File Number: 

Securities Act File Number: 

4(a). Last day of fiscal year for which this Form is filed: 

4(b ). □ Check box if this Form is being filed late (i.e., more than 90 calendar days after the end of the 

issuer's fiscal year). (See Instruction A.2) 

Note: If the Form is being filed late, interest must be paid on the registration fee due. 

4( c). Och eek box if this is the last time the issuer will be filing this Form. 
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5. Calculation of registration fee (if calculating on a class-by-class or series-by-series basis, provide the EDGAR 

identifier for each such class or series): 

(i) Aggregate sale price of securities sold during the 

fiscal year pursuant to section 24(f) or rule 456(e): 

(ii) Aggregate price of securities redeemed or 

repurchased during the fiscal year: 

(iii) Aggregate price of securities redeemed or 

repurchased during any prior fiscal year 

ending no earlier than the date the issuer 

became eligible to use this form that were 

not previously used to reduce registration 

fees payable to the Commission: 

(iv) Total available redemption credits [add Items 5(ii) and 5(iii)]: 

(v) Net sales -- if Item 5(i) is greater than Item 5(iv) 

[subtract Item 5(iv) from Item 5(i)]: 

(vi) Redemption credits available for use in future years 

- if Item 5(i) is less than Item 5(iv) 

[subtract Item 5(iv) from Item 5(i)]: 

(vii) Multiplier for determining registration fee (See 

. Instruction C.9): 

(viii) Registration fee due [multiply Item 5(v) by Item 

. 5(vii)] (enter "O" if no fee is due): 

$ ___ _ 

$ ___ _ 

$( 

6. Interest due - if this Form is being filed more than 90 days after the end of the issuer's fiscal 

year (see Instruction D): 

+$ ____ _ 

7. Total of the amount of the registration fee due plus any interest due [line 5(viii) plus line 6]: 

$----

-$ ___ _ 

$ _____ I 

x ____ _ 

=$ -----

=$ __ _ 

8. Explanatory Notes (if any): The issuer may provide any information it believes would be helpful in 

understanding the information reported in response to any item of this Form. To the extent responses relate 

to a particular item, provide the item number(s), as applicable. 
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SIGNATURES 

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

capacities and on the dates indicated. 

By (Signature and Title)* _______________________ _ 

Date 

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

signature. 
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A. General 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 24F-2 

Annual Notice of Securities Sold 

Pursuant to Rule 24f-2 under 

the Investment Company Act of 1940 or 

Rule 456(e) under the Securities Act of 1933 

INSTRUCTIONS 

1. This Form should be used by an open-end management investment company, closed-end management 

company that makes periodic repurchase offers pursuant to§ 270.23c-3(b) of this chapter (an 'interval fund"), face 

amount certificate company, or unit investment trust for annual filings required by rule 24f-2 under the Investment 

Company Act of 1940 [15 U.S.C. 80a] ('Investment Company Act") or an issuer that offers registered index-linked 

annuity securities for annual filings required by rule 456 under the Securities Act of 1933 [15 U.S.C. 77a-aa] 

("Securities Act") (each an "issuer''). If the issuer has registered more than one class or series of securities that are 

required to be reported on this form on the same registration statement under the Securities Act, the issuer may file 

a single Form 24F-2 for those classes or series that have the same fiscal year end. Such an issuer may calculate its 

fees based on aggregate net sales of the series having the same fiscal year end. An issuer choosing to calculate 

registration fees on a class-by-class or series-by-series basis should make a single filing consisting of a separate 

Form 24F-2 for each class or series in a single EDGAR document. 

2. This Form must be filed within 90 calendar days after the end of the issuer's fiscal year or, if the last day of the 

90 day period falls on Saturday, Sunday or a Federal holiday, the first business day thereafter. For example, a Form 

24F-2 for a fiscal year ending on June 30 must be filed no later than September 28. If September28 falls on a Saturday 

or Sunday, the Form must be filed on the following Monday. In these instructions, we refer to this as the "Due Date." 

3. Pursuant to rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)] this Form must be submitted in 

electronic format using the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. 

4. This Form must be accompanied by the appropriate registration fee. If the Form is being filed late, interest must 

be paid. See Instruction D. 

5. This Form will be deemed filed with the Commission on the date on which it is received and accepted by the 

Commission. The Commission will not accept for filing any Form accompanied by insufficient payment of the 

registration fee. A Form accompanied by insufficient payment of the registration fee will not be deemed accepted 

and filed until receipt by the Commission of proper payment of the registration fee. No part of the registration fee is 

refundable. Issuers should refer to rule 111 of the Securities Act [17 CFR 230.111], rule 0-8 under the Investment 

Company Act [17 CFR 270.0-8], rule 3a of the Commission's Rules of Informal and other Procedures [17 CFR 

202.3a], and rule 13(c) under Regulation S-T [17 CFR 232.13(c)] for instructions on payment of fees to the 

Commission. 

B. Identifying Information 

1. Item 1 - Provide the name of the issuer as it appears on the cover of the issuer's most recent Securities Act 

registration statement or post-effective amendment. 

2. Item 2 - If the Form is being filed for all classes and series of securities of the issuer, the issuer should check 

the box and not list the names of the classes and series. Issuers of registered index-linked annuities should check 

this box if the Form is being filled for all of the issuer's registered index-linked annuity and classes. 

3. Item 3 - If applicable, the Investment Company Act file number should be the number assigned to the issuer's 

registration statement filed under the Investment Company Act (beginning with "811-"). The Securities Act file 

number is the number of the issuer's most recent Securities Act registration statement (beginning with "2-", "33-" or 

"333-") relating to the securities being reported (e.g., issuers of registered index-linked annuities should use the most 

recent registered index-linked annuity Securities Act registration statement being reported, but not any other 

intervening Securities Act registration statements relating to securities not being reported). 
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4. Item 4(a) - In the case of an issuer that ceases operations, the date it ceases operations is deemed the last day 

of its fiscal year for purposes of section 24(f) of the Investment Company Act or rule 456(e) of the Securities Act. 

5. Item 4(b) - Check the box if the Form is filed late. If the issuer files the Form late, the issuer is required under 

section 24(f) or rule 456(e) to pay interest on unpaid amounts at the rate applicable to Treasury and tax loan 

accounts. See Instruction D. 

6. Item 4(c) - Check the box if this is the last time the issuer will be filing Form 24F-2 (i.e., if the issuer has ceased 

operations). 

C. Computation of Registration Fee 

1. Item 5 is a work sheet for calculating the registration fee due. An issuer must aggregate prices for all classes or 

series for which the Form is being filed. If the issuer charges a front-end sales load on its securities, the aggregate 

sale price must include the sales load. 

2. Mergers -

(a) In the case of a liquidation, merger, or sale of all or substantially all of the assets of an issuer ("merger''), the 

securities of the entity ceasing operation (the "Predecessor'') that are exchanged for or converted into the other issuer 

(the "Successor") should be treated as redemptions on the Predecessor's final Form 24F-2 (not the Successor's). 

(b) In the case of a merger in which the Predecessor is not deemed to cease operations ( e.g., a reorganization), 

the Successor inherits the sales and redemption credits of the Predecessor, and the Successor must report them 

as sales and redemptions on its next Form 24F-2 filing. The Predecessor in this type of merger need not file a final 

Form 24F-2. See Rule 24f-2(b)(1) and (2) [17 CFR 270.24f-2(b)(1) and (2)] and rule 456(e)(4) [17 CFR 

230.456(e)(4)]. 

3. Special Rule for Unit Investment Trusts - The aggregate sale price of securities sold to a unit investment trust 

("UIT") that offers interests that are registered under the Securities Act and on which a registration fee has been or 

will be paid to the Commission, may be excluded from the aggregate sale price of securities reported in Item 5(i). If 

the issuer chooses to exclude the aggregate sale price of these securities from Item 5(i), the issuer may not use 

securities redeemed or repurchased from those UITs for purposes of determining the redemption or repurchase price 

of securities in Items 5(ii) and 5(iii). 

4. Special Rule for Registered Index-Linked Annuities - The aggregate sale price of securities sold during the 

fiscal year in reliance upon registration under rule 456(e) shall indude the value of any expiring annuity contract or investment 

option that is rolled over into a new crediting period. The value of such contracfs or options should therefore be reported in Item 

5(i). In addition, the value of such expiring annuity contract or options should also be reported in Item 5(ii) as a redemption. \/\/here 

the contract value of the new and expiring annuity contract is the same, the reported amounts attributable to such contracts in Items 

5(i) and 5(ii) would result in a net-zero calculation. 

5. Item 5(i) - Report the aggregate sale price of securities sold during the fiscal year in reliance upon registration 

under section 24(f) or rule 456(e ). Include securities issued pursuant to dividend reinvestment plans ("DRIP shares") 

whether or not they are required to be registered under the Securities Act. Do not include the sale price of securities, 

if any, that were registered under the Securities Act other than pursuant to section 24(f) or rule 456(e), as applicable. 

[Example: An interval fund issuer sold 1,000,000 shares, 250,000 of which were registered prior to August 1, 2021. 

Item 5(i) should show the aggregate sale price of 750,000 shares.] 

6. Item 5(ii) - Report the aggregate redemption or repurchase price of securities redeemed or repurchased during 

the fiscal year in reliance upon registration under section 24(f) or rule 456(e). Do not include securities that have been 

redeemed or repurchased, if any, other than pursuant to section 24(f) or rule 456(e), as applicable. 

7. Item 5(iii) - Report the aggregate redemption or repurchase price of securities redeemed or repurchased during 

any prior fiscal year ending no earlier than the date the issuer became eligible to use this Form (e.g., August 1, 2021 

for interval funds, [EFFECTIVE DATE] for issuers of registered index-linked annuity securities, and October 11, 1995 

for all other filers on this Form) that were not used previously to reduce registration fees payable to the Commission. 

8. Items 5(iv) through 5(vi) - Report the sum of Items 5(ii) and 5(iii) in Item 5(iv). Subtract Item 5(iv) from Item 

5(i). If Item 5(iv) is less than Item 5(i), report the result in Item 5(v) (net sales). If Item 5(iv) is greater than Item 5(i), 

report the resulting negative number in parentheses in Item 5(vi) (net redemptions or repurchases). The amount of 

redemptions or repurchases reported in Item 5(vi) may be used by the issuer in future years to offset sales (by 

including it in response to Item 5(iii) of Form 24F-2 filed for the next fiscal year). 

9. Item 5(vii) - The registration fee is calculated by multiplying the net sales amount (Item 5(v)) by the fee rate. 
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For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html The fee rate in effect at the time of filing 

applies to all securities sold during the fiscal year, regardless of whether the fee rate changes during the year. 

10. Item 5(viii) - If the issuer reports net redemptions or repurchases in Item 5(vi), report "O" in Item 5(viii). 

D. Computation of Interest Due if Form is Filed Late 

1. Item 6 - Section 24(f) and rule 456(e) require any issuer that pays its registration fee after the Due Date (see 

Instruction A.2) to pay interest to the Commission on fees that are not paid on time. The payment of interest does 

not preclude the Commission from bringing an action to enforce the requirements of section 24(f) or rule 456( e), as 

applicable. Under section 11 of the Debt Collection Act [31 U.S.C. 3717(a)], the interest rate is published by the 

Secretary of the Treasury. The rate is computed annually and is effective on January 1 each year. In some 

circumstances the rate may be changed on a quarterly basis. Filers owing interest should verify the current interest 

rate. Filers can find the rate by looking for the "current value of funds rate" on the Treasury Department's internet 

site at https://fiscal.treasury.gov/reports-statements/cvfr/rates.html. 

2. The interest is assessed only on the amount of the registration fee due, and begins to accrue on the day after 

the Due Date. The amount of interest due should be calculated based on the interest rate in effect at the time the 

interest payment is made using the following formula: 

I = (X) (Y) (Z/365) 

where: 

I = Amount of interest due 

X = Amount of registration fee due 

Y = Applicable interest rate, expressed as a fraction 

Z = Number of days by which the registration fee payment is late 

E. Signature 

The Form must be signed on behalf of the issuer by an authorized officer of the issuer. See rule 302 of Regulation ST [17 CFR 232.302] regarding signatures on forms filed electronically. 

F. SEC's Collection of Information 

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it 

displays a currently valid control number. Filing of this Form is mandatory. The principal purpose of this collection of 

information is to enable issuers to calculate the registration fee payable to the Commission. Any member of the 

public may direct to the Commission any comments concerning the accuracy of the burden estimate of this Form, and 

any suggestions for reducing this burden. This collection of information has been reviewed by the Office of 

Management and Budget in accordance with the clearance requirements of 44 U.S.C. 3507. The responses to the 

collection of information will not be kept confidential. 
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Appendix D-Retail Investor Feedback Flyer 

Tell Us about Your Experiences with Registered Index-Linked Annuities and Other 

Annuity Products 

We are requesting input from retail investors regarding registered index-linked annuities 

( or "RILAs"), a type of annuity contract offered by insurance companies. In a RILA, the 

investor's gains or losses are based on whether a selected index goes up or down over a set 

period of time, such as three years. These annuities also have what is called a "bounded return 

structure," meaning that they will usually limit your losses when the index goes down, but at the 

cost oflimiting your gains when the index goes up. We encourage interested persons to provide 

comments on any or all of the following questions. Please provide your comments on or before 

[INSERT DATE 30 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL 

REGISTER OR November 28, 2023, WHICHEVER IS LATER] - and thank you for your 

feedback! 

Part 1: Have you purchased or considered purchasing any kind of annuity, including a 

RILA? lfso: 

1. What were your reasons for either purchasing or not purchasing the annuity? 

Text box 

a. What features of the annuity appealed to you? 

Text box 

b. What were your investment goals? 
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Text box 

c. What alternatives did you consider to the annuity, if any? 

Text box 

2. Where did you learn about the annuity? Did someone recommend it to you? 

Text box 

3. What kind of annuity did you consider purchasing? 

Yes No 

Fixed annuity [ ] [ ] 

Variable annuity [ ] [ ] 

RILA [ ] [ ] 

Other type of annuity [ ] [ ] 

(please specify) 

4. What kind of annuity did you end up purchasing? 
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Fixed annuity [ ] [ ] 

Variable annuity [ ] [ ] 

RILA [ ] [ ] 

Other type of annuity [ ] [ ] 

(please specify) 

5. What documents or other materials did you use when considering the purchase? 

Text box 

a. Did you find those documents or materials easy or challenging to 

understand? 

I Text box 

b. Which documents did you find to be more confusing? 

I Text box 

c. Were the documents or materials at a reading level comfortable for you? 

Yes No 

[ ] [ ] 

Text box (please add any explanatory detail) 
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d. Were those documents or materials helpful? 

Yes No 

[ ] [ ] 

Text box (please add any explanatory detail) 

e. What, if any, other information do you wish had been available? 

Text box 

f. If the annuity was a RILA, how well do you think that the documents you 

received explained the RILA' s features? 

Text box 

g. If the annuity was a RILA, do you think, based on the documents you 

received, you could explain all of the RILA' s features? 

Yes No 

[ ] [ ] 
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Text box (please add any explanatory detail) 

Part 2: Have you purchased a RILA? A RILA is a type of annuity contract where the 

investor's gains or losses are based on whether a selected index goes up or down over a 

set period of time subiect to a bounded return structure. lfso: 

6. Please describe your experience investing in the RILA. 

a. Has your experience with the RILA been consistent with your 

expectations for the RILA, based on any materials you read ( or 

information that a financial professional told you) before purchasing the 

RILA? For example, if you purchased the RILA based on the expectation 

that it was a long-term investment and would allow you to participate to a 

degree in positive market performance while providing some protection 

against loss, was that your experience? Conversely, did you find that you 

ended up having to withdraw money early and lose some of the benefits 

you had anticipated? 

Yes No 

[ ] [ ] 

Text box (please add any explanatory detail) 
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b. If you have withdrawn money from the RILA, did you pay fees or 

penalties? 

Yes No 

[ ] [ ] 

Text box (please add any explanatory detail) 

c. Were you aware when you purchased the RlLA that withdrawals would be 

subject to such fees or penalties? 

Yes No 

[ ] [ ] 

Text box (please add any explanatory detail) 

Part 3: When you make investment decisions, what type ofinformation do you want? 

7. When you select investments, what information sources do you most commonly 

read? 

Yes No 

Prospectus [ ] [ ] 

Annual shareholder report [ ] [ ] 
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Website of the investment product [ ] [ ] 

Other information source (please explain below) [ ] [ ] 

Text box (please add any explanatory detail, including any other information 

source not mentioned above) 

8. Do you prefer to rely on a recommendation from a financial professional? 

Yes No 

[ ] [ ] 

a. If you rely on a financial professional, do you also separately research the 

recommended investment? 

Yes No 

[ ] [ ] 

9. Do you prefer to receive short summary documents (with more detailed disclosures 

available for additional research)? 

Yes No 

[ ] [ ] 

a. If you answered "yes": 

What do you consider an appropriate length for a summary? 
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1-2 pages [ ] 

3-5 pages [ ] 

6-10 pages [ ] 

More than 10 pages [ ] 

What topics do you want the summary to include? For example, should the 

summary explain the investment being offered, any fees being charged, 

ways that you may not get the returns described, or the risks of the 

investment? 

Textbox 

If an investment product offers different features you can select (such as 

the type of index it tracks or the time in which the investment lasts), how 

would you like to see the summary organized? For example: 

Yes No 

A summary based on the decisions you will have to make [ ] [ ] 

when selecting among available features, and the 

implications of selecting various features? 

A summary of each feature of the investment product, to [ ] [ ] 

allow the reader to identify important information for a 

particular decision? 

Other (please add any explanatory detail) 
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b. Please share any reasons you may prefer to receive a longer, more detailed 

disclosure document instead of a summary. 

Textbox 

Part 4: Is there anything else you want to tell us about RILA.s? 

Text box 

** 

Ways to Submit Your Feedback 

You can send us feedback in the following ways (include the file number S7-16-23 in your 

response): 

Print Your Responses and Mail 

Secretary 

Securities and Exchange Commission 

100 F Street, NE 

Washington, De 20549-1090 

Print Your Responses and Email 

Select a PDF printer to create a file you can email to: rule-comments@sec.gov 
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[FR Doc. 2023–21986 Filed 10–12–23; 8:45 am] 

BILLING CODE 8011–01–C 


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Do not include personal identifiable information in submissions; you should submit only 

information that you wish to make available publicly. We may redact in part or withhold entirely 

from publication submitted material that is obscene or subject to copyright protection. 

If you are interested in more information on the proposal, or want to provide feedback on 

additional questions, please see the Commission's proposing release, available at 

https://www.sec.gov/files/rules/proposed/2022/33-11250.pdf. Comments should be received on 

or before [INSERT DATE 30 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL 

REGISTER OR November 28, 2023, WHICHEVER IS LATER]. 

Thank you!