exhibit incorporated by reference in the list below and identify the
previously filed document containing the incorporated material.
    (a) Board of Directors Resolution. The resolution of the board of
directors of the Insurance Company authorizing the establishment of the
Registrant.
    (b) Bylaws. Copies of the existing bylaws of the Registrant or
instruments corresponding thereto.
    (c) Custodian Agreement. All depository contracts and agreements
for custody of securities and similar investments of the Registrant,
including the schedule of remuneration.
    (d) Investment Advisory Contracts. Copies of all investment
advisory contracts relating to the management of the assets of the
Registrant.
    (e) Underwriting Contracts. Underwriting or distribution contract
between the Registrant or Insurance Company and a principal underwriter
and agreements between principal underwriters and dealers or the
Insurance Company and dealers.
    (f) Contracts. The form of each Contract, including any riders or
endorsements.
    (g) Applications. The form of application used with any Contract
provided in response to paragraph (f) above;
    (h) Insurance Company's Certificate of Incorporation and By-Laws.
The Insurance Company's current certificate of incorporation or other
instrument of organization and by-laws and any related amendment.
    (i) Reinsurance Contracts. Any contract of reinsurance related to a
Contract.
    (j) Profit Sharing Contracts for the Benefit of the Board of
Managers or Officers of Registrant. Copies of all bonus, profit
sharing, pension, or other similar contracts or arrangements wholly or
partly for the benefit of members of the board of managers or officers
of the Registrant in their capacity as such; any such plan that is not
set forth in a formal document, furnish a reasonably detailed
description thereof;
    (k) Administrative Contracts. Any contract relating to the
performance of administrative services in connection with administering
a Contract.
    (l) Other Material Contracts. Other material contracts not made in
the ordinary course of business to be performed in whole or in part on
or after the filing date of the registration statement.
    (m) Legal Opinion. An opinion and consent of counsel regarding the
legality of the securities being registered, stating whether the
securities will, when sold, be legally issued and represent binding
obligations of the Insurance Company.
    (n) Other Opinions. Copies of any other opinions, appraisals, or
rulings, and consents of their use relied on in preparing this
Registration Statement and required by Section 7 of the 1933 Act.
    (o) Omitted Financial Statements. Financial statements omitted from
Item 32.
    (p) Initial Capital Agreement. Any agreements or understandings
made in consideration for providing the initial capital between or
among the Registrant, Insurance Company, underwriter, or initial
contractowners and written assurances from the Insurance Company or
initial contractowners that purchases were made for investment purposes
and not with the intention of redeeming or reselling.

    (q) Codes of Ethics. Copies of any codes of ethics adopted under
Rule 17j-1 under the Investment Company Act [17 CFR 270.17j-1] and
currently applicable to the Registrant (i.e., the codes of the
Registrant and its investment advisers and principal underwriters). If
there are no codes of ethics applicable to the Registrant, state the
reason (e.g., the Registrant is a Money Market Fund).
    (r) Preliminary Summary Prospectuses. The form of any Initial
Summary Prospectus and Updating 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.
    Instruction. Registrants are required to provide the preliminary
Summary Prospectus exhibits 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.

Item 35. Directors and Officers of the Insurance Company

    Provide the following information about each director or officer of
the Insurance Company:

------------------------------------------------------------------------
                                   (2) Positions and   (3) Positions and
 (1) Name and principal business     offices with        offices with
             address               insurance company      registrant
------------------------------------------------------------------------

    Instruction. Registrants are required to provide the above
information only for officers or directors who are engaged directly or
indirectly in activities relating to the Registrant or the Contracts,
and for executive officers including the Insurance Company's president,
secretary, treasurer, and vice presidents who have authority to act as
president in his or her absence.

Item 36. Persons Controlled by or Under Common Control With the
Insurance Company or Registrant

    Provide a list or diagram of all persons directly or indirectly
controlled by or under common control with the Insurance Company or the
Registrant. For any person controlled by another person, disclose the
percentage of voting securities owned by the immediately controlling
person or other basis of that person's control. For each company, also
provide the state or other sovereign power under the laws of which the
company is organized.
    Instructions.
    1. Include the Registrant and the Insurance Company in the list or
diagram and show the relationship of each company to the Registrant and
Insurance Company and to the other companies named, using cross-
references if a company is controlled through direct ownership of its
securities by two or more persons.
    2. Indicate with appropriate symbols subsidiaries that file
separate financial statements, subsidiaries included in consolidated
financial statements; or unconsolidated subsidiaries included in group
financial statements. Indicate for other subsidiaries why financial
statements are not filed.

Item 37. Indemnification

    State the general effect of any contract, arrangements, or statute
under which any underwriter or affiliated person of the Registrant is
insured or indemnified against any liability incurred in his or her
official capacity, other than insurance provided by any underwriter or
affiliated person for his or her own protection.

Item 38. Business and Other Connections of Investment Adviser

    Describe any other business, profession, vocation, or employment of
a substantial nature in which each investment adviser of the
Registrant, and each director, officer, or partner of any such
investment adviser, is or has been, at any time during the past two
fiscal years, engaged for his or her own account or as director,
officer, employee, partner, or trustee.
    Instructions.
    1. State the name and principal business address of any company of
which any person specified above is a director, officer, employee,
partner, or trustee, and the nature of such connection.
    2. If the investment adviser is the Insurance Company or an
affiliate thereof that is also an insurance company, Registrants need
only provide the above information for officers or directors who are
engaged directly or indirectly in activities relating to the assets of
the Registrant, and for executive officers including the Insurance
Company's or its affiliate's president, secretary, treasurer, and vice
presidents who have authority to act as president in his or her
absence.
    3. The names of investment advisory clients need not be given.

Item 39. Principal Underwriters

    (a) Other Activity. State the name of each investment company
(other than the Registrant) for which each principal underwriter
currently distributing the Registrant's securities also acts as a
principal underwriter, Insurance Company, sponsor, or investment
adviser.
    (b) Management. Provide the information required by the following
table with respect to each director, officer, or partner of each
principal underwriter named in the response to Item 29:

------------------------------------------------------------------------
                                   (2) Positions and   (3) Positions and
 (1) Name and principal business     offices with        offices with
             address                  underwriter         registrant
------------------------------------------------------------------------

    Instruction. If a principal underwriter is the Insurance Company or
an affiliate of the Insurance Company, and is also an insurance
company, the above information for officers or directors need only be
provided for officers or directors who are engaged directly or
indirectly in activities relating to the Registrant or the Contracts,
and for executive officers including the Insurance Company's or its
affiliate's president, secretary, treasurer, and vice presidents who
have authority to act as president in his or her absence.
    (c) Compensation From the Registrant. Provide the information
required by the following table for all commissions and other
compensation received, directly or indirectly, from the Registrant
during the Registrant's last fiscal year by each principal underwriter:

----------------------------------------------------------------------------------------------------------------
               (1)                        (2)                 (3)                 (4)                 (5)
----------------------------------------------------------------------------------------------------------------
                                   Net underwriting     Compensation on
 Name of principal  underwriter      discounts and       redemption or         Brokerage      Other compensation
                                      commissions        annuitization        commissions
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Disclose the type of services rendered in consideration for the
compensation listed in column (5).
    2. Exclude information about bona fide contracts with the
Registrant or its Insurance Company for outside legal or auditing
services, or bona fide contracts for personal employment entered into
with the Registrant or its Insurance Company in the ordinary course of
business.
    3. Information need not be given about the service of mailing
proxies or periodic reports of the Registrant.
    4. Exclude information about any service for which total payments
of less than $15,000 were made during each of the last three fiscal
years.
    5. Exclude information about payments made under any agreement
whereby another person contracts with the Registrant or its Insurance
Company to perform as custodian or administrative or servicing agent.

Item 40. Location of Accounts and Records

    State the name and address of each person maintaining physical
possession of each account, book, or other document, required to be
maintained by Section 31(a) [15 U.S.C. 80a-30(a)] and the rules under
that section.
    Instruction. The Registrant may omit this information to the extent
it is provided in its most recent report on Form N-CEN [17 CFR
274.101].

Item 41. 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 25(c) shall also apply to this Item.
    2. Exclude information about any service provided for payments
totaling less than $15,000 during each of the Registrant's last three
fiscal years.

Item 42. Fee Representation

    Provide a representation of the Insurance Company that the fees and
charges deducted under the Contracts, in the aggregate, are reasonable
in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Insurance Company.

Signatures

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant (certifies that it meets
all of the requirements for effectiveness of this registration
statement under rule 485(b) under the Securities Act and) has duly
caused this registration statement to be signed on its behalf by the
undersigned, duly authorized, in the City of ____ and State of __, on
this __ day of ____, __.

-----------------------------------------------------------------------
(Registrant)

By---------------------------------------------------------------------
(Signature)

-----------------------------------------------------------------------
(Title)

-----------------------------------------------------------------------
(Insurance Company)

By---------------------------------------------------------------------
(Name of officer of Insurance Company)

-----------------------------------------------------------------------
(Title)

    Instruction.
    If the registration statement is being filed only under the
Securities Act or under both the Securities Act and the Investment
Company Act, it should be signed by both the Registrant and the
Insurance Company. If the registration statement is being filed only
under the Investment Company Act, it should be signed only by the
Registrant.
    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

-----------------------------------------------------------------------
Signature

-----------------------------------------------------------------------
Title

-----------------------------------------------------------------------
Date

0
38. Revise Form N-4 (referenced in Sec. Sec.  239.17b and 274.11c) to
read as follows.

    Note: The text of Form N-4 will not appear in the Code of
Federal Regulations.

[GRAPHIC] [TIFF OMITTED] TP30NO18.004

[GRAPHIC] [TIFF OMITTED] TP30NO18.005

Contents of Form N-4

General Instructions
    A. Definitions
    B. Filing and Use of Form N-4
    C. Preparation of the Registration Statement
    D. Incorporation by Reference
Part A: Information Required in a Prospectus
    Item 1. Front and Back Cover Pages
    Item 2. Overview of the Contract
    Item 3. Key Information
    Item 4. Fee Table
    Item 5. Principal Risks of Investing in the Contract
    Item 6. General Description of Registrant, Depositor, and
Portfolio Companies
    Item 7. Charges
    Item 8. General Description of Contracts
    Item 9. Annuity Period
    Item 10. Standard Death Benefit
    Item 11. Other Benefits Available Under the Contract
    Item 12. Purchases and Contract Value
    Item 13. Surrenders and Withdrawals
    Item 14. Loans
    Item 15. Taxes
    Item 16. Legal Proceedings
    Item 17. Financial Statements
    Item 18. Portfolio Companies Available Under the Contract
Part B: Information Required in a Statement of Additional
Information
    Item 19. Cover Page and Table of Contents
    Item 20. General Information and History
    Item 21. Services
    Item 22. Purchase of Securities Being Offered
    Item 23. Underwriters
    Item 24. Calculation of Performance Data
    Item 25. Annuity Payments
    Item 26. Financial Statements
    Item 27. Condensed Financial Information
Part C: Other Information
    Item 28. Exhibits
    Item 29. Directors and Officers of the Depositor
    Item 30. Persons Controlled by or Under Common Control with the
Depositor or Registrant
    Item 31. Indemnification
    Item 32. Principal Underwriters
    Item 33. Location of Accounts and Records
    Item 34. Management Services
    Item 35. Fee Representation
Signatures

General Instructions

A. Definitions

    References to sections and rules in this Form N-4 are to the
Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (the
``Investment Company Act''), unless otherwise indicated. Terms used in
this Form N-4 have the same meaning as in the Investment Company Act or
the related rules, unless otherwise indicated. As used in this Form N-
4, the terms set out below have the following meanings:
    ``Class'' means a class of a Variable Annuity Contract that varies
principally with respect to distribution-related fees and expenses.
    ``Contractowner Account'' means any account of a contractowner,
participant, annuitant, or beneficiary to which (net) purchase payments
under a variable annuity contract are added and from which
administrative or transaction charges may be subtracted.
    ``Depositor'' means the person primarily responsible for the
organization of the Registrant and the person, other than the trustee
or custodian, who has continuing functions or responsibilities with
respect to the administration of the affairs of the Registrant.
``Depositor'' includes the sponsoring insurance company that
establishes and maintains the Registrant. If there is more than one
Depositor, the information called for in this Form about the Depositor
shall be provided for each Depositor.
    ``Portfolio Company'' means any company in which the Registrant
invests and which may be selected as an option by the contractowner.
    ``Registrant'' means the separate account (as defined in Section
2(a)(37) of the 1940 Act [15 U.S.C. 80a-2(a)(37)]) that offers the
Variable Annuity Contracts.
    ``SAI'' means the Statement of Additional Information required by
Part B of this Form.
    ``Securities Act'' means the Securities Act of 1933 [15 U.S.C. 77a
et seq.].
    ``Securities Exchange Act'' means the Securities Exchange Act of
1934 [15 U.S.C. 78a et seq.].
    ``Statutory Prospectus'' means a prospectus that satisfies the
requirements of section 10(a) of the Securities Act [15 U.S.C. 77j(a)].
    ``Summary Prospectus'' has the meaning provided by paragraph
(a)(12) of rule 498A under the Securities Act [17 CFR 230.498A(a)(12)].
    ``Variable Annuity Contract'' or ``Contract'' means any
accumulation contract or annuity contract, any portion thereof, or any
unit of interest or participation therein pursuant to which the value
of the contract, either during an accumulation period or after
annuitization, or both, varies according

to the investment experience of the separate account in which the
contract participates. Unless the context otherwise requires,
``Variable Annuity Contract'' or ``Contract'' refers to the Variable
Annuity Contracts being offered pursuant to the registration statement
prepared on this Form.

B. Filing and Use of Form N-4

1. What is Form N-4 used for?
    Form N-4 is used by all separate accounts organized as unit
investment trusts and offering Variable Annuity Contracts to file:
    (a) An initial registration statement under the Investment Company
Act and any amendments to the registration statement;
    (b) An initial registration statement required under the Securities
Act and any amendments to the registration statement, including
amendments required by section 10(a)(3) of the Securities Act [15
U.S.C. 77j(a)(3)]; or
    (c) Any combination of the filings in paragraph (a) or (b).
2. What is included in the registration statement?
    (a) For registration statements or amendments filed under both the
Investment Company Act and the Securities Act or only under the
Securities Act, include the facing sheet of the Form, Parts A, B, and
C, and the required signatures.
    (b) For registration statements or amendments filed only under the
Investment Company Act, include the facing sheet of the Form, responses
to all Items of Parts A (except Items 1, 4, 5, 9, 10, and 17), B, and C
(except Items 28(c), (k), (l), and (m)), and the required signatures.
3. What are the fees for Form N-4?
    No registration fees are required with the filing of Form N-4 to
register as an investment company under the Investment Company Act or
to register securities under the Securities Act. If Form N-4 is filed
to register securities under the Securities Act and securities are sold
to the public, registration fees must be paid on an ongoing basis after
the end of the Registrant's fiscal year. See section 24(f) [15 U.S.C.
80a-24(f)] and related rule 24f-2 [17 CFR 270.24f-2].
4. What rules apply to the filing of a registration statement on Form
N-4?
    (a) For registration statements and amendments filed under both the
Investment Company Act and the Securities Act or under only the
Securities Act, the general rules regarding the filing of registration
statements in Regulation C [17 CFR 230.400-230.498A] apply to the
filing of registration statements on Form N-4. Specific requirements
concerning investment companies appear in rules 480-485 and 495-498A of
Regulation C.
    (b) For registration statements and amendments filed only under the
Investment Company Act, the general provisions in rules 8b-1--8b-32 [17
CFR 270.8b-l to 8b-32] apply to the filing of registration statements
on Form N-4.
    (c) The plain English requirements of rule 421 under the Securities
Act [17 CFR 230.421] apply to prospectus disclosure in Part A of Form
N-4.
    (d) Regulation S-T [17 CFR 232.10-232.903] 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 Variable Annuity Contracts, using concise,
straightforward, and easy to understand language. A Registrant should
use document design techniques that promote effective communication.
    (b) The prospectus disclosure requirements in Form N-4 are intended
to elicit information for an average or typical investor who may not be
sophisticated in legal or financial matters. The prospectus should help
investors to evaluate the risks of an investment and to decide whether
to invest in a Variable Annuity Contract by providing a balanced
disclosure of positive and negative factors. Disclosure in the
prospectus should be designed to assist an investor in comparing and
contrasting a Variable Annuity Contract with other Contracts.
    (c) Responses to the Items in Form N-4 should be as simple and
direct as reasonably possible and should include only as much
information as is necessary to enable an average or typical investor to
understand the particular characteristics of the Variable Annuity
Contracts. The prospectus should avoid including lengthy legal and
technical discussions and simply restating legal or regulatory
requirements to which Contracts generally are subject. Brevity is
especially important in describing the practices or aspects of the
Registrant's operations that do not differ materially from those of
other separate accounts. Avoid excessive detail, technical or legal
terminology, and complex language. Also avoid lengthy sentences and
paragraphs that may make the prospectus difficult for many investors to
understand and detract from its usefulness.
    (d) The requirements for prospectuses included in Form N-4 will be
administered by the Commission in a way that will allow variances in
disclosure or presentation if appropriate for the circumstances
involved while remaining consistent with the objectives of Form N-4.
2. Form N-4 Is Divided Into Three Parts
    (a) Part A. Part A includes the information required in a
Registrant's prospectus under section 10(a) of the Securities Act. The
purpose of the prospectus is to provide essential information about the
Registrant and the Contracts in a way that will help investors to make
informed decisions about whether to purchase the securities described
in the prospectus. In responding to the Items in Part A, avoid cross-
references to the SAI. Cross-references within the prospectus are most
useful when their use assists investors in understanding the
information presented and does not add complexity to the prospectus.
    (b) Part B. Part B includes the information required in a
Registrant's SAI. The purpose of the SAI is to provide additional
information about the Registrant and the Contracts that the Commission
has concluded is not necessary or appropriate in the public interest or
for the protection of investors to be in the prospectus, but that some
investors may find useful. Part B affords the Registrant an opportunity
to expand discussions of the matters described in the prospectus by
including additional information that the Registrant believes may be of
interest to some investors. The Registrant should not duplicate in the
SAI information that is provided in the prospectus, unless necessary to
make the SAI comprehensible as a document independent of the
prospectus.
    (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) and 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)]. If the
discussion of the information required by Items 2 or 3 also responds to
disclosure requirements in other items of the prospectus, a Registrant
need not include additional disclosure in the prospectus that repeats
the information disclosed in response to those items.
    (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.
    (c) Presentation of Information. To aid investor comprehension,
Registrants are encouraged to use, as appropriate, question-and-answer
formats, tables, side-by-side comparisons, captions, bullet points,
numeric examples, illustrations or similar presentation methods. For
example, such presentation methods would be appropriate when presenting
disclosure for similar Contract features, prospectuses describing
multiple Variable Annuity Contracts, or the operation of optional
benefits or annuitization.
    (d) Definitions. Define the special terms used in the prospectus
(e.g., accumulation unit, contractowner, participant, sub-account,
etc.) in any presentation that clearly conveys meaning to investors. If
the Registrant elects to include a glossary or list of definitions,
only special terms used throughout the prospectus must be defined or
listed. If a special term is used in only one section of the
prospectus, it may be defined there (and need not be included in any
glossary or list of definitions that the Registrant includes).
    (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.
Similarly, group and individual Contracts would not be essentially
identical. However, Contracts that vary only due to state regulatory
requirements would be essentially identical.
    (ii) Similarly, multiple prospectuses may be combined in a single
registration statement on Form N-4 when the prospectuses describe
Contracts that are essentially identical. 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 underlying funds offered; or (iii) the
prospectuses describe both the original and an ``enhanced'' version of
the same Contract (where the ``enhanced'' version modifies the features
or options that the Registrant offers under that Contract).
    (iii) 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 Variable
Annuity Contract, or for Contracts sold in both the group and
individual markets, may depart from the requirement of paragraph (a) as
necessary to present the required information clearly and effectively
(although the order of information required by each Item must remain
the same). For example, the prospectus may present all of the Item 2
information for several Variable Annuity Contracts, followed by all of
the Item 3 information for the Contracts, and followed by all of the
Item 4 information for the Contracts. Alternatively, the prospectus may
present Items 2, 3, and 4 for each of several Contracts sequentially.
Other presentations also would be acceptable if they are consistent
with the Form's intent to disclose the information required by Items 2,
3, and 4 in a standard order at the beginning of the prospectus.
    (f) Dates. Rule 423 under the Securities Act [17 CFR 230.423]
applies to the dates of the prospectuses and the SAI. The SAI should be
made available at the same time that the prospectus becomes available
for purposes of rules 430 and 460 under the Securities Act [17 CFR
230.430 and 230.460].
    (g) Sales Literature. A Registrant may include sales literature in
the prospectus so long as the amount of this information does not add
substantial length to the prospectus and its placement does not obscure
essential disclosure.
    (h) Interactive Data File
    (i) An Interactive Data File (Sec.  232.11 of this chapter) is
required to be submitted to the Commission in the manner provided by
Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) for any
registration statement or post-effective amendment thereto on Form N-4
that includes or amends information provided in response to Items 3, 4,
5, 11, or 18.
    (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 post-
effective amendment that contains the related information becomes
effective.
    (ii) An Interactive Data File is required to be submitted to the
Commission in the manner provided by rule 405 of Regulation S-T for any
form of prospectus filed pursuant to paragraphs (c) or (e) of rule 497
under the Securities Act [17 CFR 230.497(c) or (e)] that includes
information provided in response to Items 3, 4, 5, 11, or 18 that
varies from the registration statement. 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 and Cross-References. Any website address or
cross-reference that is included in an

electronic version of the Statutory Prospectus must be an active
hyperlink. This requirement does not apply to Statutory Prospectuses
that are filed on the EDGAR system. Rule 105 of Regulation S-T [17 CFR
232.405] prohibits hyperlinking to websites, locations, or other
documents that are outside of the EDGAR system.

D. Incorporation by Reference

1. Specific Rules for Incorporation by Reference in Form N-4
    (a) A Registrant may not incorporate by reference into a prospectus
information that Part A of this Form requires to be included in a
prospectus, except as specifically permitted by Part A of the Form.
    (b) A Registrant may incorporate by reference any or all of the SAI
into the prospectus (but not to provide any information required by
Part A to be included in the prospectus) without delivering the SAI
with the prospectus.
    (c) A Registrant may incorporate by reference into the SAI or its
response to Part C information that Parts B and C require to be
included in the Registrant's registration statement.
2. General Requirements
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
10(d) of Regulation S-K under the Securities Act [17 CFR 229.10(d)]
(general rules on incorporation by reference, which, among other
things, prohibit, unless specifically required by this Form,
incorporating by reference a document that includes incorporation by
reference to another document, and limits incorporation to documents
filed within the last 5 years, with certain exceptions); 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 rules
0-4, 8b-23, and 8b-32 [17 CFR 270.0-4, 270.8b-23, and 270.8b-32]
(additional rules on incorporation by reference for investment
companies).

Part A--Information Required in a Prospectus

Item 1. Front and Back Cover Pages

    (a) Front Cover Page. Include the following information on the
outside front cover page of the prospectus:
    (1) The Registrant's name.
    (2) The Depositor's name.
    (3) The types of Variable Annuity Contracts offered by the
prospectus (e.g., group, individual, single premium immediate, flexible
premium deferred).
    (4) The name of the Contract and the Class or Classes, if any, to
which the Contract relates.
    (5) The date of the prospectus.
    (6) The statement required by rule 481(b)(1) under the Securities
Act.
    (7) The statement that additional information about certain
investment products, including variable annuities, has been prepared by
the Securities and Exchange Commission's staff and is available at
Investor.gov.
    (8) The legend: ``If you are a new investor in the [Contract], you
may cancel your [Contract] within 10 days of receiving it without
paying fees or penalties. In some states, this cancellation period may
be longer. Upon cancellation, you will receive either a full refund of
the amount you paid with your application or your total contract value.
You should review this prospectus, or consult with your investment
professional, for additional information about the specific
cancellation terms that apply.''
    Instruction. A Registrant may include on the front cover page any
additional information, subject to the requirements of General
Instruction C.3.(b) and (c).
    (b) Back Cover Page. Include the following information on the
outside back cover page of the prospectus:
    (1) A statement that the SAI includes additional information about
the Registrant. Explain that the SAI is available, without charge, upon
request, and explain how contractowners 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 contractowner inquiries.
    Instructions.
    1. A Registrant may indicate, if applicable, that the SAI and other
information are available on its internet site 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)(i)).
    Instruction. The Registrant may combine the information about
incorporation by reference with the statements required under paragraph
(b)(i).
    (3) A statement that reports and other information about the
Registrant are available on the Commission's internet site 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: [email protected].
    (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. Overview of the Contract

    Provide a concise description of the Contract including the
following information:
    (a) Purpose. Briefly describe the purpose(s) of the Contract (e.g.,
to help the contractowner accumulate assets through an investment
portfolio, to provide or supplement the contractowner'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 of brief overview of the
investment options available under the Contract (e.g., any Portfolio
Companies, as well as any general (fixed) account options).
    Instructions.
    1. Prominently disclose that additional information about each
Portfolio Company is provided in an appendix to the prospectus, and
provide a cross-reference to the relevant appendix.
    2. A detailed explanation of the separate account, sub-accounts,
and Portfolio Companies is not necessary and should be avoided.
    (2) State, if applicable, that if a contractowner annuitizes, he or
she will receive a stream of income payments, however (i) he or she
will be unable to

make withdrawals and (ii) death benefits and living benefits will
terminate.
    (c) Contract Features. Summarize the Contract's primary features,
including death benefits, withdrawal options, loan provisions, and any
available optional benefits. If applicable, state that the
contractowner will incur an additional fee for selecting a particular
benefit.

Item 3. Key Information

    Include the following information:
Important Information You Should Consider About the Contract
    An investment in the Contract is subject to fees, risks, and other
important considerations, some of which are briefly summarized in the
following table. You should review the prospectus for additional
information about these topics.

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

------------------------------------------------------------------------
                            Fees and Expenses
------------------------------------------------------------------------
Surrender Charge (charges for early
 withdrawal).
Transaction Charges (charges for certain
 transactions).
Ongoing Fees and Expenses (annual charges)
------------------------------------------------------------------------
                                  Risks
------------------------------------------------------------------------
Risk of Loss..............................
Not a Short-Term Investment...............
Risks Associated with Investment Options..
Insurance Company Risks...................
------------------------------------------------------------------------
                              Restrictions
------------------------------------------------------------------------
Investment Options........................
Optional Benefits.........................
------------------------------------------------------------------------
                                  Taxes
------------------------------------------------------------------------
Tax Implications..........................
------------------------------------------------------------------------
                          Conflicts of Interest
------------------------------------------------------------------------
Investment Professional Compensation......
Exchanges.................................
------------------------------------------------------------------------

    Instructions.
    1. General.
    (a) A Registrant should 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.
    (b) A Registrant should 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. 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 3 should be
short and succinct, consistent with the limitations of a tabular
presentation.
    2. Fees and Expenses.
    (a) Surrender Charges (charges for early withdrawal). Include a
statement that if the contractowner withdraws money from the Contract
within [x] years following his or her last premium payment, he or she
will be assessed a surrender charge. Include in this statement the
maximum surrender charge (as a percentage of [contribution/premium or
amount surrendered]), and the maximum number of years that a surrender
charge may be assessed since the last premium payment under the
contract. Provide an example of the maximum surrender charge a
contractowner could pay (in dollars) under the Contract assuming a
$100,000 investment (e.g., ``[i]f you make an early withdrawal, you
could pay a surrender charge of up to $9,000 on a $100,000
investment.'').
    (b) Transaction Charges (charges for certain transactions). State
that in addition to surrender charges (if applicable) the contractowner
may also be charged for other transactions, and provide a brief
narrative description of the types of such charges (e.g., front-end
loads, charges for transferring cash value between investment options,
charges for wire transfers, etc.).
    (c) Ongoing Fees and Expenses (annual charges).
    Include the following information, in the order specified:
    (i) Minimum and Maximum Annual Fee Table.
    (A) The legend: ``The table below describes the fees and expenses
that you may pay each year, depending on the options you choose. Please
refer to your contract specifications page for information about the
specific fees you will pay each year based on the options you have
elected.''
    (B) Provide Minimum and Maximum Annual Fees in substantially the
following tabular format, in the order specified.

------------------------------------------------------------------------
                   Annual fee                       Minimum     Maximum
------------------------------------------------------------------------
Base contract (varies by contract class)........       [ ]%        [ ]%
Investment options (Portfolio Company fees and         [ ]%        [ ]%
 expenses)......................................
Optional benefits (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) If a Registrant offers multiple Portfolio Companies, it should
disclose the minimum and maximum ``Total Annual [Portfolio Company]
Operating Expenses'' calculated in accordance with Item 3 of Form N-1A
(before expense reimbursements or fee waiver arrangements).
    (E) The Minimum Annual Fee means the lowest available current fee
for each annual fee category (i.e., the least expensive contract class,
the lowest Total Annual Portfolio Company Operating Expense, and the
least expensive optional benefit available for an additional charge).
The Maximum Annual Fee means the highest available current fee for each
annual fee category (i.e., the most expensive contract class, the
highest Portfolio Company Total Operating Expense, and the most
expensive optional benefit available for an additional charge).
    (ii) Lowest and Highest Annual Cost Table.
    (A) The legend: ``Because your contract is customizable, the
choices you make affect how much you will pay. To help you understand
the cost of owning your contract, the following table shows the lowest
and highest cost you could pay each year. This estimate assumes that
you do not take withdrawals from the contract, which could add
surrender charges that substantially increase costs.''
    (B) Provide Lowest and Highest Annual Costs in substantially the
following tabular format, in the order specified.

------------------------------------------------------------------------
        Lowest annual cost: $[ ]            Highest annual cost: $[ ]
------------------------------------------------------------------------
Assumes:                                 Assumes:
     Investment of $100,000....      Investment of
                                             $100,000.
     5% annual appreciation....      5% annual
                                             appreciation.

     Least expensive                 Most expensive
     combination of contract classes         combination of classes,
     and Portfolio Company fees and          optional benefits, and
     expenses.                               Portfolio Company fees and
                                             expenses.
     No optional benefits......      No sales charges.
     No sales charges..........      No additional
                                             contributions, transfers or
                                             withdrawals.
     No additional
     contributions, transfers or
     withdrawals.
------------------------------------------------------------------------

    (C) Calculate the Lowest and Highest Annual Cost estimates in the
following manner:
    a. Calculate the dollar amount of fees that would be assessed based
on the assumptions described in the table above for each of the first
10 Contract years.
    b. Total each year's fees (discounted to the present value using a
5% annual discount rate) and divide by 10 to calculate the estimated
dollar amounts that are required to be set forth in the table above.
    c. Sales loads, other than ongoing sales charges, may be excluded
from the Lowest and Highest Annual Cost estimates.
    d. Amounts of any premium bonus may be excluded from the Lowest and
Highest Annual Cost estimates.
    e. Unless otherwise stated, the least and most expensive
combination of contract classes, Portfolio Company fees and expenses,
and optional benefits available for an additional charge should be
based on the disclosures provided in the Example in Item 4. If a
different combination of contract classes, Total Annual Portfolio
Company Operating Expenses, and/or optional benefits available for an
additional charge would result in different Minimum or Maximum fees in
different years, use the least expensive or most expensive combination
of contract classes, Total Annual Portfolio Company Operating Expenses,
and optional benefits each year.
    3. Risks.
    (a) Risk of loss. State that a contractowner can lose money by
investing in the Contract.
    (b) Not a Short-Term Investment. State that a Contract is not a
short-term investment vehicle and is not appropriate for an investor
who needs ready access to cash, accompanied by a brief explanation.
    (c) Risks Associated with Investment Options. State that an
investment in the Contract is subject to the risk of poor investment
performance and can vary depending on the performance of the investment
options available under the Contract (e.g., Portfolio Companies, as
well as any fixed account investment option), that each investment
option will have its own unique risks, and that the contractowner
should review a Portfolio Company's prospectus before making an
investment decision.
    (d) Insurance Company Risks. State that an investment in the
Contract is subject to the risks related to the Depositor, including
that any obligations, guarantees, or benefits are subject to the
claims-paying ability of the Depositor. If applicable, further state
that more information about the Depositor, including its financial
strength ratings, is available upon request from the Registrant.
    Instruction. A Registrant may include the Depositor's financial
strength rating(s) and omit the disclosures contemplated by the last
sentence of Instruction 3.(d).
    4. Restrictions.
    (a) Investment Options. State whether there are any restrictions
that may limit the investment options that a contractowner may choose,
as well as any limitations on the transfer of contract value among
Portfolio Companies. If applicable, state that the insurer reserves the
right to remove or substitute Portfolio Companies as investment
options.
    (b) Optional Benefits. State whether there are any restrictions or
limitations relating to optional benefits, and/or whether an optional
benefit may be modified or terminated by the Registrant. If applicable,
state that withdrawals may affect the availability of optional benefits
by reducing the benefit by an amount greater than the value withdrawn,
and/or could terminate a benefit.
    5. Taxes--Tax Implications. State that a contractowner should
consult with a tax professional to determine the tax implications of an
investment in and payments received under the Contract, and that there
is no additional tax benefit to the contractowner if the Contract is
purchased through a tax-qualified plan or individual retirement account
(IRA). Explain that withdrawals will be subject to ordinary income tax,
and may be subject to tax penalties.
    6. Conflicts of Interest.
    (a) Investment Professional Compensation. State that some
investment professionals 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 for which the investment
professional is not compensated (or compensated less).
    (b) Exchanges. State that some investment professionals may have a
financial incentive to offer a contractowner a new contract in place of
the one he or she already owns, and that a contractowner should only
exchange his or her contract if he or she determines, after comparing
the features, fees, and risks of both contracts, that it is preferable
for him or her to purchase the new contract rather than continue to own
the existing contract.
    Instruction. A Registrant may omit these line-items if neither the
Registrant nor any of its related companies pay financial
intermediaries for the sale of the Contract or related services.

Item 4. Fee Table

    Include the following information:
    The following tables describe the fees and expenses that you will
pay when buying, owning, and surrendering 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 the contract, or
transfer cash value between investment options. State premium taxes may
also be deducted.

                       Annual Transaction Expenses
------------------------------------------------------------------------

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

Deferred Sales Load (or Surrender Charge) (as a percentage of        __%
 purchase payments or amount surrendered, as applicable).......
Exchange Fee...................................................      __%
------------------------------------------------------------------------

    The next table describes the fees and expenses that you will pay
each year during the time that you own the contract (not including
[Portfolio Company] fees and expenses).
    If you choose to purchase an optional benefit, you will pay
additional charges, as shown below.

                        Annual Contract Expenses
------------------------------------------------------------------------

------------------------------------------------------------------------
Administrative [Expenses]......................................      __%
Base Contract [Expenses] (as a percentage of average account         __%
 value)........................................................
Optional Benefit [Expenses] (as a percentage of benefit base or      __%
 other (e.g., average account value))..........................
------------------------------------------------------------------------

    The next item shows the minimum and maximum total operating
expenses charged by the [Portfolio Companies] that you may pay
periodically during the time that you own the contract. A complete list
of [Portfolio Companies] available under the Contract, including their
annual expenses, may be found at the back of this document.

----------------------------------------------------------------------------------------------------------------
                                                                                Minimum          Maximum
----------------------------------------------------------------------------------------------------------------
Total Annual [Portfolio Company] Operating Expenses (expenses that are                     __%              __%
 deducted from [Portfolio Company] assets, including management fees,
 distribution [and/or (12b-1) fees, and other expenses).......................
----------------------------------------------------------------------------------------------------------------

Example
    This Example is intended to help you compare the cost of investing
in the contract with the cost of investing in other variable annuity
contracts. These costs include transaction expenses, annual contract
expenses, and [Portfolio Company] operating expenses.
    The Example assumes that you invest $100,000 in the contract for
the time periods indicated. The Example also assumes that your
investment has a 5% return each year and assumes the most expensive
combination of [Portfolio Company] operating expenses and optional
benefits available for an additional charge. Although your actual costs
may be higher or lower, based on these assumptions, your costs would
be:

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

----------------------------------------------------------------------------------------------------------------
If you surrender your contract at the end of the               1 year       3 years       5 years      10 years
 applicable time period:................................          $__           $__           $__           $__
If you annuitize at the end of the applicable time             1 year       3 years       5 years      10 years
 period:................................................          $__           $__           $__           $__
If you do not surrender your contract:..................       1 year       3 years       5 years      10 years
                                                                  $__           $__           $__           $__
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Include the narrative explanations in the order indicated. A
Registrant may modify a narrative explanation if the explanation
contains comparable information to that shown.
    2. Assume that the annuity contract is owned during the
accumulation period for purposes of the table (including the Example).
If an annuitant would pay different fees or be subject to different
expenses, disclose this in 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
the fees or expenses covered by the captions. A Registrant may modify
or add captions if the captions shown do not provide an accurate
description of the Registrant's fees and expenses.
    4. Round all dollar figures to the nearest dollar and all
percentages to the nearest hundredth of one percent.
    5. In the Annual Transaction Expenses and Annual Contract Expenses
tables, the Registrant must disclose the maximum guaranteed charge,
unless a specific instruction directs otherwise. If a fee is calculated
based on a benchmark (e.g., a fee that varies according to volatility
levels or Treasury yields), the Registrant must also disclose the
maximum guaranteed charge as a single number. The Registrant may
disclose the current charge, in addition to the maximum charge, if the
disclosure of the current charge is no more prominent than, and does
not obscure or impede understanding of, the disclosure of the maximum
charge. In addition, the Registrant may include in a footnote to the
table a tabular, narrative, or other presentation providing further
detail regarding variations in the charge. For example, if deferred
sales charges decline over time, the Registrant may include in a
footnote a presentation regarding the scheduled reductions in the
deferred sales charges.
    6. Provide a separate fee table (or separate column within the
table) for each Contract form offered by the prospectus that has
different fees.
    7. In a Contract with more than one class, provide a separate
response for each class.
Administrative [Expenses]
    8. Administrative expenses include any contract, account, or
similar fee imposed on all Contractowner Accounts on any recurring
basis.
Annual Transaction [Expenses]
    9. ``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.
    10. ``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.
    11. ``Exchange Fee'' includes the maximum fee charged for any
exchange or transfer of contract value from the Registrant to another
investment company or from one sub-account of the Registrant to another
sub-account or the insurance company's general account. The Registrant
may include a tabular presentation of the range of exchange fees unless
such a presentation would be so lengthy as to encumber the larger
table, in which case the Registrant should only provide a cross-
reference to the narrative portion of the prospectus discussing the
exchange fee.
    12. If the Registrant (or any other party pursuant to an agreement
with the Registrant) charges any other transaction fee, add another
caption describing it and list the (maximum) amount or basis on which
the fee is deducted.
Base Contract [Expenses]
    13. Base Contract expenses includes mortality and expense risk
fees, and account fees and expenses. Account fees and expenses include
all fees and expenses (except sales loads, mortality and expense risk
fees, and optional benefits expenses) that are deducted from separate
account assets or charged to all Contractowner Accounts.
Other Annual Expenses
    14. If the Registrant (or any other party pursuant to an agreement
with the Registrant) imposes any other recurring charge (other than
Total Annual [Portfolio Company] Operating Expenses), add another
caption describing it and list the (maximum) amount or basis on which
the charge is deducted.
Optional Benefits [Expenses]
    15. Optional Benefits expenses include any optional features (e.g.,
enhanced death benefits and living benefits) offered under the Contract
for an additional charge.
Total Annual [Portfolio Company] Operating Expenses
    16. If a Registrant offers multiple Portfolio Companies, it should
disclose the minimum and maximum ``Total Annual [Portfolio Company]
Operating Expenses'' for any Portfolio Company calculated in accordance
with Item 3 of Form N-1A (before expense reimbursements or fee waiver
arrangements).
    17. A Registrant may also reflect minimum and maximum Total
[Portfolio Company] Operating Expenses that include expense
reimbursement or fee waiver arrangements in an additional line-item to
the range of Portfolio Company operating expenses. If the Registrant
provides this disclosure, also disclose the period for which the
expense reimbursement 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.
Example
    18. For purposes of the Example(s) in the table, provide the
following for each contract class:
    (a) Assume that the percentage amounts listed under ``Base Contract
[Expenses]'' remain the same in each year of the 1-, 3-, 5, and 10-year
periods;
    (b) The most expensive combination of contract features must be
shown first. Additional expense presentations are permitted, but not
required;
    (c) Assume the maximum sales load that may be deducted from
purchase payments is deducted;
    (d) For any breakpoint in any fee, assume that the amount of the
Registrant's (and the Portfolio Company's) assets remains constant as
of the level at the end of the most recently completed fiscal year;
    (e) Assume no exchanges or other transactions;
    (f) Reflect any [annual] contract expenses by dividing the total
amount of [annual] contract expenses collected during the year that are
attributable to the contract offered by the prospectus by the total
average net assets that are attributable to the contract offered by the
prospectus. Add the resulting percentage to Base Contract expenses and
assume that it remains the same in each year of the 1-, 3-, 5-, and 10-
year periods;
    (g) Reflect any contingent deferred sales load by assuming a
complete surrender on the last day of the year;
    (h) Provide the information required in the third section of the
Example only if a sales load or other fee is charged upon a complete
surrender; and
    (i) Include in the Example the information provided by the caption
``If you annuitize at the end of the applicable time period'' only if
the Registrant charges fees upon annuitization that are different from
those charged upon surrender.

Item 5. Principal Risks of Investing in the Contract

    Summarize the principal risks of purchasing a Contract, including
the risks of poor investment performance, that Contracts are unsuitable
as short-term savings vehicles, limitations on access to cash value
through withdrawals, and the possibility of adverse tax consequences.

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

    Concisely discuss the organization and operation or proposed
operation of the Registrant. Include the information specified below.
    (a) Depositor. Provide the name and address of the Depositor.
    (b) Registrant. Briefly describe the Registrant. Include a
statement indicating that:
    (1) Income, gains, and losses credited to, or charged against, the
Registrant reflect the Registrant's own investment experience and not
the investment experience of the Depositor's other assets;
    (2) the assets of the Registrant may not be used to pay any
liabilities of the Depositor other than those arising from the
Contracts; and
    (3) the Depositor is obligated to pay all amounts promised to
contractowners under the Contracts.
    (c) Portfolio Companies. State that information regarding each
Portfolio Company, including (i) its name, (ii) its type (e.g., money
market fund, bond fund, balanced fund, etc.) or a brief statement
concerning its investment objectives, (iii) its investment adviser and
any sub-investment adviser, (iv) expense ratio, and (v) performance is
available in the appendix to the prospectus (see Item 18), and provide
cross-references. State conspicuously that each Portfolio Company has
issued a prospectus that contains more detailed information about the
Portfolio Company, and provide instructions regarding how investors may
obtain paper or electronic copies.
    (d) Voting. Concisely discuss the rights of contractowners to
instruct the Depositor on the voting of shares of the Portfolio
Companies, including the manner in which votes will be allocated.

Item 7. Charges

    (a) Description. Briefly describe all charges deducted from
purchase payments, Contractowner Accounts, or assets of the Registrant,
or any other

source (e.g., sales loads, premium taxes and other taxes,
administrative and transaction charges, risk charges, contract loan
charges, and optional benefit charges). Indicate whether each charge
will be deducted from purchase payments, Contractowner Accounts, or the
Registrant's assets, the proceeds of withdrawals or surrenders, or some
other source. When possible, specify the amount of any current 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), please 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 partial surrender). The description of any deferred sales load
should include how the deduction will be allocated among sub-accounts
of the Registrant and when, if ever, the sales load will be waived
(e.g., if the Contract provides a free withdrawal amount).
    2. Unless set forth in response to Instruction 1, list any special
purchase plans or methods established pursuant to a rule or an
exemptive order that reflect scheduled variations in, or elimination
of, the sales load (e.g., group discounts, waiver of sales load upon
annuitization or attainment of a certain age, waiver of deferred sales
load for a certain percentage of contract value (``free corridor''),
investment of proceeds from another policy, exchange privileges,
employee benefit plans, or the terms of a merger, acquisition or
exchange offer made pursuant to a plan of reorganization); identify
each class of individuals or transactions to which such plans apply;
state each different sales charge available as a percentage of the
public offering price and as a percentage of the net amount invested;
and state from whom additional information may be obtained. Describe
any other special purchase plans or methods established pursuant to a
rule that reflect other variations in, or elimination of, the sales
load or in any administrative charge or other deductions from purchase
payments, and generally describe the basis for the variation or
elimination in the sales load or other deduction (i.e., the size of the
purchaser, a prior or existing relationship with the purchaser, the
purchaser's assumption of certain administrative functions, or other
characteristics that result in differences in costs or services).
    3. If proceeds from sales loads will not cover the expected costs
of distributing the contracts, identify from what source the shortfall,
if any, will be paid. If any shortfall is to be made from assets from
the depositor's general account, disclose, if applicable, that any
amounts paid by the depositor may consist, among other things, of
proceeds derived from Base Contract Expenses deducted from the account.
    4. If the Contract's charge for premium or other taxes varies
according to jurisdiction, identification of the range of current
premium or other taxes is sufficient.
    (b) Commissions Paid to Dealers. State the commissions paid to
dealers as a percentage of purchase payments.
    (c) Portfolio Company Charges. State that charges are deducted from
and expenses paid out of the assets of the Portfolio Companies that are
described in the prospectuses for those companies.
    (d) Operating Expenses. Describe the type of operating expenses for
which the Registrant is responsible. If organizational expenses of the
Registrant are to be paid out of its assets, explain how the expenses
will be amortized and the period over which the amortization will
occur.

Item 8. General Description of Contracts

    (a) Contract Rights. Identify the person or persons (e.g., the
contractowner, 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, or
(3) after the death of the annuitant or contractowner.
    Instruction. Disclose all material state variations and
intermediary-specific variations (e.g., variations resulting from
different brokerage channels) to the offering.
    (b) Contract Provisions and Limitations. Briefly describe any
provisions and limitations for:
    (1) Minimum contract value, and the consequences of falling below
that amount;
    (2) allocation of purchase payments among sub-accounts of the
Registrant;
    (3) transfer of contract value between sub-accounts of the
Registrant, including transfer programs (e.g., dollar cost averaging,
portfolio rebalancing, asset allocation programs, and automatic
transfer programs);
    (4) conversion or exchange of Contracts for another contract,
including a fixed or variable annuity or life insurance contract; and
    Instruction. In discussing conversion or exchange of Contracts, the
Registrant should include any time limits on conversion or exchange,
the name of the company issuing the other contract and whether that
company is affiliated with the issuer of the Contract, and how the cash
value of the Contract will be affected by the conversion or exchange.
    (5) buyout offers of variable annuity contracts, including
interests or participations therein.
    (c) General Account. Describe the obligations under the contract
that are funded by the insurer's general account (e.g., death benefits,
living benefits, or other benefits available under the contract), and
state that these amounts are subject to the insurer's claims-paying
ability and financial strength.
    (d) Contract or Registrant Changes. Briefly describe the changes
that can be made in the Contracts or the operations of the Registrant
by the Registrant or the Depositor, including:
    (1) Why a change may be made (e.g., changes in applicable law or
interpretations of law);
    (2) who, if anyone, must approve any change (e.g., the
contractowner or the Commission); and
    (3) who, if anyone, must be notified of any change.
    Instruction. Describe only those changes that would be material to
a purchaser of the Contracts, such as a reservation of the right to
deregister the Registrant under the Investment Company Act or to
substitute one Portfolio Company for another pursuant to section 26(c)
of the Investment Company Act. Do not describe possible non-material
changes, such as changing the time of day at which accumulation unit
values are determined.
    (e) Class of Purchasers. Disclose any limitations on the class or
classes of purchasers to whom the Contract is being offered.

    (f) Frequent Transfers among Sub-accounts of the Registrant.
    (1) Describe the risks, if any, that frequent transfers of contract
value among sub-accounts of the Registrant may present for other
contractowners and other persons (e.g., participants, annuitants, or
beneficiaries) who have material rights under the Contract.
    (2) State whether or not the Registrant or Depositor has adopted
policies and procedures with respect to frequent transfers of contract
value among sub-accounts of the Registrant.
    (3) If neither the Registrant nor the Depositor has adopted any
such policies and procedures, provide a statement of the specific basis
for the view of the Depositor that it is appropriate for the Registrant
and Depositor not to have such policies and procedures.
    (4) If the Registrant or Depositor has any such policies and
procedures, describe those policies and procedures, including:
    (i) Whether or not the Registrant or Depositor discourages frequent
transfers of contract value among sub-accounts of the Registrant;
    (ii) whether or not the Registrant or Depositor accommodates
frequent transfers of contract value among sub-accounts of the
Registrant; and
    (iii) any policies and procedures of the Registrant or Depositor
for deterring frequent transfers of contract value among sub-accounts
of the Registrant, including any restrictions imposed by the Registrant
or Depositor to prevent or minimize frequent transfers. Describe each
of these policies, procedures, and restrictions with specificity.
Indicate whether each of these restrictions applies uniformly in all
cases or whether the restriction will not be imposed under certain
circumstances, including whether each of these restrictions applies to
trades that occur through omnibus accounts at intermediaries, such as
investment advisers, 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 sub-accounts of the Registrant, together with a
description of the circumstances under which such costs, fees, or
charges will be imposed;
    (D) any minimum holding period that is imposed before a transfer
may be made from a sub-account into another sub-account of the
Registrant;
    (E) any restrictions imposed on transfer requests submitted by
overnight delivery, electronically, or via facsimile or telephone; and
    (F) any right of the Registrant or Depositor to reject, limit,
delay, or impose other conditions on transfers or to terminate or
otherwise limit Contracts based on a history of frequent transfers
among sub-accounts, including the circumstances under which such right
will be exercised.
    (5) If applicable, include a statement, adjacent to the disclosure
required by paragraphs (f)(i) through (f)(iv) of this Item, that the
Statement of Additional Information includes a description of all
arrangements with any person to permit frequent transfers of contract
value among sub-accounts of the Registrant.

Item 9. Annuity Period

    Briefly describe the annuity options available. The discussion
should include:
    (a) Material factors that determine the level of annuity benefits;
    (b) The annuity commencement date (give the earliest and latest
possible dates);
    (c) Frequency and duration of annuity payments, and the effect of
these on the level of payment;
    (d) The effect of assumed investment return;
    (e) Any minimum amount necessary for an annuity option and the
consequences of an insufficient amount; and
    (f) Rights, if any, to change annuity options or to effect a
transfer of investment base after the annuity commencement date.
    Instructions:
    1. Describe the choices, if any, available to a prospective
annuitant, and the effect of not specifying a choice. Where an
annuitant is given a choice in assumed investment return, explain the
effect of choosing a higher, as opposed to a lower, assumed investment
return.
    2. Detailed disclosure on the method of calculating annuity
payments should be placed in the SAI in response to Item 25.
    (g) If applicable, state that the contractowner will not be able to
withdraw any contract value amounts after the annuity commencement
date.

Item 10. Standard Death Benefit

    Briefly describe the standard death benefit provided under the
Contract during the accumulation and the annuity periods. Include:
    (a) The operation of the standard death benefit, including the
amount of the death benefit and how the death benefit amount may vary,
the circumstances under which the value of the benefit may increase or
be reduced (including the impact of withdrawals), and how the benefit
may be terminated.
    (b) When the death benefit is calculated and payable and the effect
of choosing a specific method of payment on calculation of the death
benefit.
    (c) The forms the benefit may take, including the effect of not
choosing a payment option and the period, if any, during which payments
must begin under any annuity option.

Item 11. Other Benefits Available Under the Contract

    (a) Include the following information:
    In addition to the standard death benefit associated with your
contract, other [standard and/or optional] benefits may also be
available to you. The purposes, fees, and restrictions/limitations of
these additional benefits are briefly summarized in the following
table[s].

----------------------------------------------------------------------------------------------------------------
                                                         Statement of
                                                      whether benefit is                       Brief description
         Name of benefit                Purpose           standard or             Fee          of  restrictions/
                                                           optional                               limitations
----------------------------------------------------------------------------------------------------------------
                                                                                [ ]%   ..................
                                                                                [ ]%   ..................
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. General.
    (a) The table required by this Item 11(a) is meant to provide a
tabular summary overview of the benefits described in Item 11(b) (e.g.,
optional death benefits, optional or standard 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 this Item 11(a), if doing so might better permit

comparisons of different benefits of the same type.
    (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 this Item 11(a). For example,
if certain optional benefits are only available to certain
contractowners (e.g., contractowners 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. In addition, 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 ``Statement of
Whether Benefit is Standard or Optional'' column in the table(s).
    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. Statement of Whether Benefit Is Standard or Optional. State
whether the benefit is standard or optional.
    5. Fee. State the 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. Brief Description of Restrictions/Limitations. For each benefit
for which the Registrant has stated that there are restrictions or
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 other benefits (other than standard death
benefit, e.g., optional death benefits, optional or standard living
benefits, etc.) offered under a Contract, including:
    (1) Whether the benefit is standard or elected;
    (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 impact 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 (other than the standard death benefit)
offered under the contract (e.g., restrictions on which Portfolio
Companies may be selected; risk of reduction or termination of benefit
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 12. Purchases and Contract Value

    (a) Briefly describe the procedures for purchasing a Contract.
Include a concise explanation of:
    (1) The minimum initial and subsequent purchase payments required
and any limitations on the amount of purchase payments that will be
accepted (if there are separate limits for each sub-account, state
these limits); and
    (2) a statement of when initial and subsequent purchase payments
are credited.
    (b) Describe the manner in which purchase payments are credited,
including: (A) An explanation that purchase payments are credited on
the basis of accumulation unit value; (B) how accumulation unit value
is determined; and (C) how the number of accumulation units credited to
a contract is determined.
    (c) Explain that investment performance of the Portfolio Companies,
expenses, and deduction of certain charges affect accumulation unit
value and/or the number of accumulation units.
    (d) Describe when calculations of accumulation unit value are made
and that purchase payments are credited to a contract on the basis of
accumulation unit value next determined after receipt of a purchase
payment.
    (e) Identify each principal underwriter (other than the depositor)
of the variable annuity contracts and state its principal business
address. If the principal underwriter is affiliated with the
Registrant, the depositor, or any affiliated person of the Registrant
or the depositor, identify how they are affiliated (e.g., the principal
underwriter is controlled by the depositor).

Item 13. Surrenders and Withdrawals

    (a) Surrender. Briefly describe how a contractowner or annuitant
(if the annuity option chosen by the annuitant is not based on a life
contingency) can surrender (or partially surrender or make withdrawals
from) a Contract, including any limits on the ability to surrender, how
the proceeds are calculated, and when they are payable.
    (b) Partial Surrender and Withdrawal. Indicate generally whether
and under what circumstances partial surrenders and partial 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 Partial Surrender and Withdrawal. Indicate generally
whether and under what circumstances partial surrenders or partial
withdrawals will affect a Contract's cash value, death benefit(s), and/
or any living benefits, and whether any charge(s) will apply.
    (d) Sub-Account Allocation. Describe how partial surrenders and
partial withdrawals will be allocated to the sub-accounts.
    Instruction. The Registrant should generally describe the terms and
conditions that apply to these transactions. Technical information
regarding the determination of amounts available to be surrendered or
withdrawn should be included in the SAI.
    (e) Involuntary Redemption. Briefly describe any provision for
involuntary redemptions under the Contract and the reasons for it, such
as the size of the account or infrequency of purchase payments.
    (f) Revocation Rights. Briefly describe any revocation rights
(e.g., ``free look'' provisions), including a description of how the
amount refunded is determined, the method for crediting earnings to
purchase payments during the free look period, and whether investment
options are limited during the free look period.

Item 14. Loans

    Briefly describe the loan provisions of the Contract, including any
of the following that are applicable.
    (a) Availability of Loans. State that a portion of the Contract's
cash surrender value may be borrowed. State how the amount available
for a loan is calculated.
    (b) Limitations. Describe any limits on availability of loans
(e.g., a prohibition on loans during the first Contract year).
    (c) Interest. Describe how interest accrues on the loan, when it is
payable, and how interest is treated if not paid. Explain how interest
earned on the loaned amount is credited to the Contract and allocated
to the sub-accounts.
    (d) Effect on Contract Value and Death Benefit. Describe how loans
and loan repayments affect cash value and

how they are allocated among the sub-accounts. Include (i) a brief
explanation that amounts borrowed under a Contract do not participate
in a Registrant's investment experience and that loans, therefore, can
affect the Contract's value and death benefit whether or not the loan
is repaid, and (ii) a brief explanation that the cash surrender value
and the death proceeds payable will be reduced by the amount of any
outstanding Contract loan plus accrued interest.
    (e) Other Effects. Describe any other effect that a loan could have
on the Contract (e.g., the effect of a Contract loan in excess of
contract value).
    (f) Procedures. Describe the loan procedures, including how and
when amounts borrowed are transferred out of the Registrant and how and
when amounts repaid are credited to the Registrant.

Item 15. Taxes

    (a) Tax Consequences. Describe the material tax consequences to the
contractowner 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 non-annuity tax consequences of
qualification (e.g., the effect on employer taxation).
    (c) Effect. Describe the effect, if any, of taxation on the
determination of cash values or sub-account values.

Item 16. Legal Proceedings

    Describe any material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the
Registrant, the Registrant's principal underwriter or the Depositor is
a party. Include the name of the court where the case is pending, the
date instituted, the principal parties involved, a description of the
factual basis alleged to underlie the proceeding, and the relief
sought. Include similar information as to any proceedings instituted,
or known to be contemplated, by a governmental authority.
    Instruction. For purposes of this requirement, legal proceedings
are material only to the extent that they are likely to have a material
adverse effect on the Registrant, the ability of the principal
underwriter to perform its contract with the Registrant, or the ability
of the Depositor to meet its obligations under the Contracts.

Item 17. Financial Statements

    If all of the required financial statements of the Registrant and
the Depositor (see Item 26 and General Instruction C.3(b)) are not in
the prospectus, state, under a separate caption, where the financial
statements may be found. Briefly explain how investors may obtain any
financial statements not in the Statement of Additional Information.

Item 18. Portfolio Companies Available Under the Contract

    Include as an Appendix under the heading ``Appendix: [Portfolio
Companies] Available Under [the Contract]'' the following information,
in the format specified below:
    The following is a list of [Portfolio Companies] currently
available under [the Contract], which is subject to change as discussed
in [the Statutory Prospectus for the Contract]. Before you invest, you
should review the prospectuses for the [Portfolio Companies]. These
prospectuses contain more information about the [Portfolio Companies]
and their risks and may be amended from time to time. You can find the
prospectuses and other information about the [Portfolio Companies]
online at [__]. You can also request this information at no cost by
calling [__] or by sending an email request to [__].
    The performance information below reflects fees and expenses of the
[Portfolio Companies], but does not reflect the other fees and expenses
that your contract may charge. Performance would be lower if these
charges were included. Each [Portfolio Company's] past performance is
not necessarily an indication of future performance.

----------------------------------------------------------------------------------------------------------------
                                                                                Average annual total returns
                                     [Portfolio company and     Expense ratio            (as of 12/31/__)
    [Type/investment objective]        adviser/subadviser]   (expenses/ average --------------------------------
                                                                   assets)         1 year     5 year    10 year
----------------------------------------------------------------------------------------------------------------
[Insert]...........................  [Names of Portfolio                 [__]%      [__]%      [__]%      [__]%
                                      Company and adviser/
                                      subadviser].
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. General.
    (a) Only include those Portfolio Companies that are currently
offered under the Contract.
    (b) The introductory legend to the table must provide a website
address, other than the address of the Commission's electronic filing
system; toll free telephone number; and email address that investors
can use to obtain the prospectuses of the Portfolio Companies and to
request other information about the Portfolio Companies. The website
address must be specific enough to lead investors directly to the
prospectuses of the Portfolio Companies, rather than to the home page
or other section of the website on which the materials are posted. The
website could be a central site with prominent links to each document.
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. Registrants not relying upon rule 498A(j) under
the Securities Act [17 CFR 230.498A(j)] with respect to the Portfolio
Companies that are offered 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.
    (c) If the availability of one or more Portfolio Companies varies
by benefit offered under the Contract, include as another Appendix a
separate table that indicates which Portfolio Companies are available
under each of the benefits offered under the Contract. This Appendix
could incorporate a table that is structured pursuant to the following

example, or could use any other presentation that might promote clarity
and facilitate understanding:
[GRAPHIC] [TIFF OMITTED] TP30NO18.006

    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 concerning 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.
    4. Expense ratio. For purposes of this Item 18, ``expense ratio''
means ``Total Annual Fund Operating Expenses'' as calculated pursuant
to Item 3 of Form N-1A for open-end funds, before waivers and
reimbursements that reduce the Portfolio Company's rate of return.
    5. Average Annual Total Returns. For purposes of this Item 18,
``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 for open-end funds.

Part B--Information Required in a Statement of Additional Information

Item 19. Cover Page and Table of Contents

    (a) Front Cover Page. Include the following information on the
outside front cover page of the SAI:
    (1) The Registrant's name.
    (2) The Depositor's name.
    (3) The name of the Contract and the Class or Classes, if any, to
which the Contract relates.
    (4) A statement or statements:
    (i) That the SAI is not a prospectus;
    (ii) How the prospectus may be obtained; and
    (iii) Whether and from where information is incorporated by
reference into the SAI, as permitted by General Instruction D.
    Instruction. Any information incorporated by reference into the SAI
must be delivered with the SAI.
    (5) The date of the SAI and the prospectus to which the SAI
relates.
    (b) Table of Contents. Include under appropriate captions (and
subcaptions) a list of the contents of the SAI and, when useful,
provide cross references to related disclosure in the prospectus.

Item 20. General Information and History

    (a) Depositor. Provide the date and form of organization of the
Depositor, the name of the state or other jurisdiction in which the
Depositor is organized, and a description of the general nature of the
Depositor's business.
    Instruction. The description of the Depositor's business should be
short and need not list all of the businesses in which the Depositor
engages or identify the jurisdictions in which it does business if a
general description (e.g., ``variable annuity'' or ``reinsurance'') is
provided.
    (b) Registrant. Provide the date and form of organization of the
Registrant and the Registrant's classification pursuant to Section 4
[15 U.S.C. 80a-4] (i.e., a separate account and a unit investment
trust).
    (c) History of Depositor and Registrant. If the Depositor's name
was changed during the past five years, state its former name and the
approximate date on which it was changed. If, at the request of any
state, sales of contracts offered by the Registrant have been suspended
at any time, or if sales of contracts offered by the Depositor have
been suspended during the past five years, briefly describe the reasons
for and results of the suspension. Briefly describe the nature and
results of any bankruptcy, receivership, or similar proceeding, or any
other material reorganization, readjustment, or succession of the
Depositor during the past five years.
    (d) Ownership of Sub-Account Assets. If 10 percent or more of the
assets of any sub-account are not attributable to Contracts or to
accumulated deductions or reserves (e.g., initial capital contributed
by the Depositor), state what percentage those assets are of the total
assets of the Registrant. If the Depositor, or any other person
controlling the assets, has any present intention of removing the
assets from the sub-account, so state.
    (e) Control of Depositor. State the name of each person who
controls the Depositor and the nature of its business.
    Instruction. If the Depositor is controlled by another person that,
in turn, is controlled by another person, give the name of each control
person and the nature of its business.

Item 21. Services

    (a) Expenses Paid by Third Parties. Describe all fees, expenses,
and costs of the Registrant that are to be paid by persons other than
the Depositor or the Registrant, and identify those persons.
    (b) Service Agreements. Summarize the substantive provisions of any
management-related service contract that may be of interest to a
purchaser of the Registrant's securities, under which services are
provided to the Registrant, unless the contract is described in
response to some other item of the form. Indicate the parties to the
contract, and the total dollars paid and by whom for each of the past
three years.
    Instructions:
    1. The term ``management-related service contract'' includes any
contract with the Registrant to keep, prepare, or file accounts, books,
records, or other documents required under federal or state law, or to
provide any similar services with respect to the daily administration
of the Registrant, but does not include the following:
    (a) Any agreement with the Registrant to act as custodian or agent
to administer purchases and redemptions under the Contracts, and
    (b) Any contract with the Registrant for outside legal or auditing
services, or contract for personal employment entered into with the
Registrant in the ordinary course of business.
    2. In summarizing the substantive provisions of any management-
related service contract, include the following:
    (a) The name of the person providing the service;
    (b) The direct or indirect relationships, if any, of the person
with the Registrant, its Depositor, or its principal underwriter; and
    (c) The nature of the services provided; and the basis of the
compensation paid for the services for the Registrant's last three
fiscal years.
    (c) Other Service Providers.
    (1) Unless disclosed in response to paragraph (b) or another item
of this form, identify and state the principal business address of any
person who provides significant administrative or business affairs
management services for the Registrant (e.g., an ``Administrator,''
``Sub-Administrator,'' ``Servicing Agent''), describe the services
provided, and the compensation paid for the services.
    (2) State the name and principal business address of the
Registrant's custodian and independent public accountant and describe
generally the services performed by each.
    (3) If the Registrant's assets are held by a person other than the
Depositor, a commercial bank, trust company, or depository registered
with the Commission as custodian, state the nature of the business of
each such person.
    (4) If an affiliated person of the Registrant or the Depositor, or
an affiliated person of such an affiliated person, acts as
administrative or servicing agent for the Registrant, describe the
services the person performs and the basis for remuneration. State, for
the past three years, the total dollars paid for the services, and by
whom.
    Instruction. No disclosure need be given in response to paragraph
(c)(4) of this Item for an administrative or servicing agent who is
also the Depositor.
    (5) If the Depositor is the principal underwriter of the Contracts,
so state.

Item 22. Purchase of Securities Being Offered

    (a) Describe the manner in which Registrant's securities are
offered to the public. Include a description of any special purchase
plans and any exchange privileges not described in the prospectus.
    Instruction. Address exchange privileges between sub-accounts,
between the Registrant and other separate accounts, and between the
Registrant and contracts offered through the depositor's general
account.
    (b) Describe the method that will be used to determine the sales
load on the variable annuity contracts offered by the Registrant.
    Instruction. Explain fully any difference in the price at which
variable annuity contracts are offered to members of the public, as
individuals or as groups, and the prices at which the contracts are
offered for any class of transactions or to any class of individuals,
including officers, directors, members of the board of managers, or
employees of the Registrant's depositor, underwriter, Portfolio
Company, or investment adviser to the Portfolio Company.
    (c) Frequent Transfer Arrangements. Describe any arrangements with
any person to permit frequent transfers of contract value among sub-
accounts of the Registrant, including the identity of the persons
permitted to engage in frequent transfers pursuant to such
arrangements, and any compensation or other consideration received by
the Registrant, the depositor, or any other party pursuant to such
arrangements.
    Instructions:
    1. The consideration required to be disclosed by Item 22(c)
includes any agreement to maintain assets in the Registrant or in other
investment companies or accounts managed or sponsored by the Depositor,
any investment adviser of a Portfolio Company, or any affiliated person
of the Depositor or of any such investment adviser.
    2. If the Registrant has an arrangement to permit frequent
transfers of contract value among sub-accounts of the Registrant by a
group of individuals, such as the participants in a defined
contribution plan that meets the requirements for qualification under
Section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), the
Registrant may identify the group rather than identifying each
individual group member.

Item 23. Underwriters

    (a) Identification. Identify each principal underwriter (other than
the Depositor) of the Contracts, and state its principal business
address. If the principal underwriter is affiliated with the
Registrant, the Depositor, or any affiliated person of the Registrant
or the Depositor, identify how they are affiliated (e.g., the principal
underwriter is controlled by the Depositor).
    (b) Offering and Commissions. For each principal underwriter
distributing Contracts of the Registrant, state:
    (1) Whether the offering is continuous; and
    (2) the aggregate dollar amount of underwriting commissions paid
to, and the amount retained by, the principal underwriter for each of
the Registrant's last three fiscal years.
    (c) Other Payments. With respect to any payments made by the
Registrant to an underwriter of or dealer in the Contracts during the
Registrant's last fiscal year, disclose the name and address of the
underwriter or dealer, the amount paid; and basis for determining the
amount, the circumstances surrounding the payments, and the
consideration received by the Registrant. Do not include information
about:
    (1) Payments made through deduction from premiums paid at the time
of sale of the Contracts; or
    (2) Payments made from cash values upon full or partial surrender
of the Contracts or from an increase or decrease in the face amount of
the Contracts.
    Instructions.
    1. Information need not be given about the service of mailing
proxies or periodic reports of the Registrant.
    2. Exclude information about bona fide contracts with the
Registrant or its Depositor for outside legal or auditing services, or
bona fide contracts for

personal employment entered into with the Registrant or its Depositor
in the ordinary course of business.
    3. Information need not be given about any service for which total
payments of less than $15,000 were made during each of the Registrant's
last three fiscal years.
    4. Information need not be given about payments made under any
contract to act as administrative or servicing agent.
    5. If the payments were made under an arrangement or policy
applicable to dealers generally, describe only the arrangement or
policy.

Item 24. Calculation of Performance Data

    (a) Money Market Funded Sub-Accounts. Yield quotation(s) included
in the prospectus for an account or sub-account that holds itself out
as a ``money market'' account or sub-account should be calculated
according to paragraphs (a)(1)-(2).
    (1) Yield Quotation. Based on the 7 days ended on the date of the
most recent balance sheet of the Registrant included in the
registration statement, calculate the yield by determining the net
change, exclusive of capital changes and income other than investment
income, in the value of a hypothetical pre-existing account having a
balance of one accumulation unit of the account or sub-account at the
beginning of the period, subtracting a hypothetical charge reflecting
deductions from Contractowner Accounts, and dividing the difference by
the value of the account at the beginning of the base period to obtain
the base period return, and then multiplying the base period return by
(365/7) with the resulting yield figure carried to at least the nearest
hundredth of one percent.
    (2) Effective Yield Quotation. Based on the 7 days ended on the
date of the most recent balance sheet of the Registrant included in the
registration statement, calculate the effective yield, carried to at
least the nearest hundredth of one percent, by determining the net
change, exclusive of capital changes and income other than investment
income, in the value of a hypothetical pre-existing account having a
balance of one accumulation unit of the account or sub-account at the
beginning of the period, subtracting a hypothetical charge reflecting
deductions from Contractowner Accounts, and dividing the difference by
the value of the account at the beginning of the base period to obtain
the base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result, according to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)\365\/\7\] - 1.

    Instructions:
    1. When calculating the yield or effective yield quotations, the
calculation of net change in account value must include all deductions
that are charged to all Contractowner Accounts in proportion to the
length of the base period. For any account fees that vary with the size
of the account, assume an account size equal to the sub-account's mean
(or median) account size.
    2. Deductions from purchase payments and sales loads assessed at
the time of redemption or annuitization should not be reflected in the
computation of yield and effective yield. However, the amount or
specific rate of such deductions must be disclosed.
    3. Exclude realized gains and losses from the sale of securities
and unrealized appreciation and depreciation from the calculation of
yield and effective yield. Exclude income other than investment income.
    (b) Other Sub-Accounts. Performance information included in the
prospectus should be calculated according to paragraphs (b)(i)-(iii).
    (1) Average Annual Total Return Quotation. For the 1-, 5-, and 10-
year periods ended on the date of the most recent balance sheet of the
Registrant included in the registration statement, calculate the
average annual total return by finding the average annual compounded
rates of return over the 1-, 5-, and 10-year periods that would equate
the initial amount invested to the ending redeemable value, according
to the following formula:

P(1+T)\n\ = ERV

Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the 1-, 5-, or 10-year periods at the end of the
1-, 5-, or 10-year periods (or fractional portion).

    Instructions:
    1. Assume the maximum sales load (or other charges deducted from
payments) is deducted from the initial $1,000 payment.
    2. Include all recurring fees that are charged to all Contractowner
Accounts. For any account fees that vary with the size of the account,
assume an account size equal to the sub-account's mean (or median)
account size. If recurring fees charged to Contractowner Accounts are
paid other than by redemption of accumulation units, they should be
appropriately reflected.
    3. Determine the ending redeemable value by assuming a complete
redemption at the end of the 1, 5, or 10 year periods and the deduction
of all nonrecurring charges deducted at the end of each period.
    4. If the Registrant's registration statement has been in effect
less than one, five, or ten years, the time period during which the
registration statement has been in effect should be substituted for the
period stated.
    5. Carry the total return quotation to the nearest hundredth of one
percent.
    6. Total return information in the prospectus need only be current
to the end of the Registrant's most recent fiscal year.
    (2) Yield Quotation. Based on a 30-day (or one month) period ended
on the date of the most recent balance sheet of the Registrant included
in the registration statement, calculate yield by dividing the net
investment income per accumulation unit earned during the period by the
maximum offering price per unit on the last day of the period,
according to the following formula:
[GRAPHIC] [TIFF OMITTED] TP30NO18.007

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 Contractowner Accounts. For any account
fees that vary with the size of the account, assume an account size
equal to the sub-account's mean (or median) account size.
    2. If a broker-dealer or an affiliate (as defined in paragraph (b)
of Rule 1-02 [17 CFR 210.1-02(b) of Regulation S-X) of the broker-
dealer has, in connection with directing the Portfolio Company's
brokerage transactions to the broker-dealer, provided, agreed to
provide, paid for, or agreed to pay for, in whole or in part, services
provided to the Portfolio Company (other than brokerage and research
services as these terms are defined in Section 28(e) of the Securities
Exchange Act of 1934 [15 U.S.C. 78bb(e)]), add to expenses accrued for
the period an estimate of

additional amounts that would have been accrued for the period if the
Portfolio Company had paid for the services directly in an arms-length
transaction.
    3. Net investment income must be calculated by the Portfolio
Company as prescribed by Item 26(b)(4) of Form N-1A.
    Note: (a-b) = net investment income in the Item 26(b)(4) equation.
    4. Disclose the amount or specific rate of any nonrecurring account
or sales charges.
    (3) Non-Standardized Performance Quotation. A Registrant may
calculate performance using any other historical measure of performance
(not subject to any prescribed method of computation) if the
measurement reflects all elements of return.

Item 25. Annuity Payments

    Describe the method for determining the amount of annuity payments
if not described in the prospectus. In addition, describe how any
change in the amount of a payment after the first payment is
determined.

Item 26. Financial Statements

    (a) Registrant. Provide financial statements of the Registrant.
    Instructions. Include, in a separate section, the financial
statements and schedules required by Regulation S-X [17 CFR 210].
Financial statements of the Registrant may be limited to:
    (i) An audited balance sheet or statement of assets and liabilities
as of the end of the most recent fiscal year;
    (ii) An audited statement of operations of the most recent fiscal
year conforming to the requirements of Rule 6-07 of Regulation S-X [17
CFR 210.6-07];
    (iii) An audited statement of cash flows for the most recent fiscal
year if necessary to comply with generally accepted accounting
principles; and
    (iv) Audited statements of changes in net assets conforming to the
requirements of Rule 6-09 of Regulation S-X [17 CFR 210.6-09] for the
two most recent fiscal years.
    (b) Depositor. Provide financial statements of the Depositor.
    Instructions:
    1. Include, in a separate section, the financial statements and
schedules of the Depositor required by Regulation S-X. If the Depositor
would not have to prepare financial statements in accordance with
generally accepted accounting principles except for use in this
registration statement or other registration statements filed on Forms
N-3, N-4, or N-6, its financial statements may be prepared in
accordance with statutory requirements. The Depositor's financial
statements must be prepared in accordance with generally accepted
accounting principles if the Depositor prepares financial information
in accordance with generally accepted accounting principles for use by
the Depositor's parent, as defined in Rule 1-02(p) of Regulation S-X
[17 CFR 210.1-02(p)], in any report under sections 13(a) and 15(d) of
the Securities Exchange Act [15 U.S.C. 78m(a) and 78o(d)] or any
registration statement filed under the Securities Act.
    2. All statements and schedules of the Depositor required by
Regulation S-X, except for the consolidated balance sheets described in
Rule 3-01 of Regulation S-X [17 CFR 210.3-01], and any notes to these
statements or schedules, may be omitted from Part B and instead
included in Part C of the registration statement. If any of this
information is omitted from Part B and included in Part C, the
consolidated balance sheets included in Part B should be accompanied by
a statement that additional financial information about the Depositor
is available, without charge, upon request. When a request for the
additional financial information is received, the Registrant should
send the information within 3 business days of receipt of the request,
by first-class mail or other means designed to ensure equally prompt
delivery.
    3. Notwithstanding Rule 3-12 of Regulation S-X [17 CFR 210.3-12],
the financial statements of the Depositor need not be more current than
as of the end of the most recent fiscal year of the Depositor. In
addition, when the anticipated effective date of a registration
statement falls within 90 days subsequent to the end of the fiscal year
of the Depositor, the registration statement need not include financial
statements of the Depositor more current than as of the end of the
third fiscal quarter of the most recently completed fiscal year of the
Depositor unless the audited financial statements for such fiscal year
are available. The exceptions to Rule 3-12 of Regulation S-X contained
in this Instruction 3 do not apply when:
    (a) The Depositor's financial statements have never been included
in an effective registration statement under the Securities Act of 1933
of a separate account that offers variable annuity contracts or
variable life insurance contracts; or
    (b) The balance sheet of the Depositor at the end of either of the
two most recent fiscal years included in response to this Item shows a
combined capital and surplus, if a stock company, or an unassigned
surplus, if a mutual company, of less than $2,500,000; or
    (c) The balance sheet of the Depositor at the end of a fiscal
quarter within 135 days of the expected date of effectiveness under the
Securities Act (or a fiscal quarter within 90 days of filing if the
registration statement is filed solely under the Investment Company
Act) would show a combined capital surplus, if a stock company, or an
unassigned surplus, if a mutual company, of less than $2,500,000. If
two fiscal quarters end within the 135 day period, the Depositor may
choose either for purposes of this test.
    Any interim financial statements required by this Item need not be
comparative with financial statements for the same interim period of an
earlier year.

Item 27. Condensed Financial Information

    Furnish the following information for each class of accumulation
units of the Registrant.

ACCUMULATION UNIT VALUES (for an accumulation unit outstanding
throughout the period)
    1. accumulation unit value at beginning of period;
    2. accumulation unit value at end of period;
    3. number of accumulation units outstanding at the end of period.

    Instructions:
    1. For purpose of this Item, ``class of accumulation units'' means
any variation that affects accumulation units, including variations
related to contract class, optional benefits, and sub-accounts.
    2. The above information must be provided for each class of
accumulation units of the Registrant derived from contracts offered by
means of any prospectus (and each class derived from contracts no
longer offered for sale) to which the SAI relates, but for which
registrant may continue to accept payments. Information need not be
provided for any class of accumulation units of the Registrant derived
from contracts that are currently offered for sale by means of a
different prospectus. Also, information need not be provided for any
class of accumulation units that is no longer offered for sale but for
which Registrant may continue to accept payments, if the information is
provided in a different, but current prospectus of the Registrant.
    3. The information shall be presented in comparative columns for
each of the last five fiscal years of the Registrant (or for life of
the Registrant and its immediate predecessors, if less) but

only from the later of the effective date of Registrant's or the
relevant Portfolio Company's first 1933 Act Registration Statement. In
addition, the information shall be presented for the period between the
end of the latest fiscal year and the date of the latest balance sheet
or statement of assets and liabilities furnished.
    4. Accumulation unit amounts shall be given at least to the nearest
cent. If the computation of the offering price is extended to tenths of
a cent or more, then the amounts on the table should be given in tenths
of a cent.
    5. Accumulation unit values should only be given for sub-accounts
that fund obligations of the Registrant under variable annuity
contracts offered by means of this prospectus.
    6. Registrants may, but are not required to, omit the AUV tables,
if the registrant provides an annual account statement to each
individual contractowner that discloses, with respect to each class of
accumulation units held by the contractowner, the actual performance of
each subaccount reflecting all contract charges incurred by the
contractowner. For accounts held less than one year, the annual account
statement must disclose the actual performance of each sub-account for
the length of time the investor has owned the sub-account.

Part C--Other Information

Item 28. Exhibits

    Subject to General Instruction D regarding incorporation by
reference and rule 483 under the Securities Act [17 CFR 230.483], file
the exhibits listed below as part of the registration statement. Letter
or number the exhibits in the sequence indicated and file copies rather
than originals, unless otherwise required by rule 483. Reflect any
exhibit incorporated by reference in the list below and identify the
previously filed document containing the incorporated material.
    (a) Board of Directors Resolution. The resolution of the board of
directors of the Depositor authorizing the establishment of the
Registrant.
    (b) Custodian Agreement. All agreements for custody of securities
and similar investments of the Registrant, including the schedule of
remuneration.
    (c) Underwriting Contracts. Underwriting or distribution contract
between the Registrant or Depositor and a principal underwriter and
agreements between principal underwriters and dealers or the Depositor
and dealers.
    (d) Contracts. The form of each Contract, including any riders or
endorsements.
    (e) Applications. The form of application used with any Contract
provided in response to (d) above;
    (f) Depositor's Certificate of Incorporation and By-Laws. The
Depositor's current certificate of incorporation or other instrument of
organization and by-laws and any related amendment.
    (g) Reinsurance Contracts. Any contract of reinsurance related to a
Contract.
    (h) Participation Agreements. Any participation agreement or other
contract relating to the investment by the Registrant in a Portfolio
Company.
    (i) Administrative Contracts. Any contract relating to the
performance of administrative services in connection with administering
a Contract.
    (j) Other Material Contracts. Other material contracts not made in
the ordinary course of business to be performed in whole or in part on
or after the filing date of the registration statement.
    (k) Legal Opinion. An opinion and consent of counsel regarding the
legality of the securities being registered, stating whether the
securities will, when sold, be legally issued and represent binding
obligations of the Depositor.
    (l) Other Opinions. Copies of any other opinions, appraisals, or
rulings, and consents of their use relied on in preparing this
Registration Statement and required by Section 7 of the 1933 Act.
    (m) Omitted Financial Statements. Financial statements omitted from
Item 26.
    (n) Initial Capital Agreement. Any agreements or understandings
made in consideration for providing the initial capital between or
among the Registrant, Depositor, underwriter, or initial contractowners
and written assurances from the Depositor or initial contractowners
that purchases were made for investment purposes and not with the
intention of redeeming or reselling.