summary prospectuses ($0.55 unit cost x 16.1 million existing
contracts (annual updates)) = $8,855,000) = $10,038,200 combined.
---------------------------------------------------------------------------

Aggregate Total Burdens Associated With Rule 498A
    We estimate the aggregate total annual hour burden for registrants
under rule 498A to be 14,688 hours,\1244\ at an internal time cost
equivalent of $3,900,189 \1245\ which reflects a decrease from the
proposed estimates due to revised estimates for the number of variable
contract registrants and revised estimates of the percentage of
insurers that will choose to use summary prospectuses. We also estimate
the total external cost to be $12,706,380, which reflects an increase
over the proposed estimate due to the inclusion of costs associated
with the printing and mailing of summary prospectuses.\1246\
---------------------------------------------------------------------------

    \1244\ This estimate, which assumes 90% reliance on the rule, is
based on the following: 12,265 hours to prepare and update summary
prospectuses + 1,217 hours for online posting of contract documents
+ 1,206 hours for online posting of portfolio company documents =
14,688 hours.
    \1245\ This estimate, which assumes 90% reliance on the rule, is
based on the following: $3,299,285 to prepare and update summary
prospectuses + $301,816 for online posting of contract documents +
$315,704 for online posting of portfolio company documents =
$3,900,189. Due to rounding, this estimate differs slightly from the
corresponding number posted in the table above ($3,900,193).
    \1246\ This estimate, which assumes 90% reliance on the rule, is
based on the following: ($3,407,000 to prepare and update summary
prospectuses + $338,000 for online posting of contract documents +
$335,000 for online posting of portfolio company documents +
$10,038,200 to annually print and mail all summary prospectuses) x
90% = $12,706,380 (total external costs for rule 498A).
---------------------------------------------------------------------------

VI. Regulatory Flexibility Act Certification

    Pursuant to 5 U.S.C. 605(b), we hereby certify that rule 498A under
the Securities Act and amendments to Forms N-3, N-4, N-6, and N-14
under the Securities Act and the Investment Company Act, as adopted,
will not have a significant economic impact on a substantial number of
small entities.\1247\
---------------------------------------------------------------------------

    \1247\ We also certified that the proposed rule and proposed
form amendments would not have a significant economic impact on a
substantial number of small entities. See Proposing Release, supra
note 6, at Section V. We received no comments on that certification.
As discussed below, we are also adopting minor amendments to Form N-
14 in response to a comment letter.
---------------------------------------------------------------------------

    We are adopting rule 498A under the Securities Act pursuant to
authority set forth in Sections 5, 6, 7, 10, 19, and 28 of the
Securities Act [15 U.S.C. 77e, 77f, 77g, 77j, 77s, and 77z-3] and
Sections 8, 24(a), 24(g), 30, and 38 of the Investment Company Act [15
U.S.C. 80a-8, 80a-24(a), 80a-24(g), 80a-29, and 80a-37]. Rule 498A
provides a new option that permits a person to satisfy its variable
annuity and variable life insurance contract prospectus delivery
obligations under the Securities Act by providing a summary prospectus
to investors.
    A person will have the option of satisfying its prospectus delivery
obligations for variable contracts under Section 5(b)(2) of the
Securities Act by: (1) Sending or giving to new investors key
information contained in a variable contract statutory prospectus in
the form of an initial summary prospectus; (2) sending or giving to
existing investors each year a brief description of certain changes to
the contract, and a subset of the information in the initial summary
prospectus, in the form of an updating summary prospectus; and (3)
providing the statutory prospectus and other materials online. Rule
498A requires a registrant (or the financial intermediary distributing
the variable contact) to send the variable contract statutory
prospectus and other materials to the investor in paper or by email
upon request. Additionally, the rule permits satisfaction of any
portfolio company prospectus delivery obligations by posting the
portfolio company summary and statutory prospectuses online at the
website

address specified on the variable contract summary prospectus.\1248\
---------------------------------------------------------------------------

    \1248\ This option does not apply to Form N-3 registrants, which
do not have underlying portfolio companies due to a single-tier
investment company structure.
     The obligation to post these documents online will fall upon
the party that has the prospectus delivery obligation for the
portfolio company prospectus. For purposes of this Regulatory
Flexibility Act analysis, we assume that delivery of portfolio
company prospectuses will be done by registrants, rather than
portfolio companies or financial intermediaries such as broker-
dealers. See supra note 1237 (making the same assumption for
purposes of the Paperwork Reduction Act analysis).
---------------------------------------------------------------------------

    Investors will also be able to request and receive those documents
in paper or electronically at no cost. No variable contract separate
accounts will be required to send or give a summary prospectus.
    We are also adopting amendments to Forms N-3, N-4, N-6, and N-14
pursuant to authority set forth in Sections 5, 6, 7, 10, and 19(a) of
the Securities Act [15 U.S.C. 77e, 77f, 77g, 77j, and 77s(a)] and
Sections 8, 24(a), 24(g), 30, and 38 of the Investment Company Act [15
U.S.C. 80a-8, 80a-24(a), 80a-24(g), 80a-29, and 80a-37]. The amendments
to Forms N-3, N-4, and N-6 are intended to update and enhance the
disclosures to investors in variable annuity and variable life
insurance contracts, and to implement the proposed summary prospectus
framework.
    Specifically, the amendments to Forms N-3, N-4, and N-6 add new
disclosures requiring, among other things, an overview of the contract,
key information, consolidated risk disclosures, a list of the available
portfolio companies with expense and performance information, and
information about standard and optional benefits that a contract may
offer. The amendments also standardize presentation requirements across
registration statement forms to make the information more accessible to
retail investors. We are also requiring variable contracts to use the
Inline XBRL format for the submission of certain required disclosures
in the variable contract statutory prospectus.\1249\ All insurance
company separate accounts offering variable annuity and variable life
insurance contracts will be subject to the new disclosure and reporting
requirements, regardless of size. In addition, the amendments to Form
N-14 provide that a portfolio company prospectus whose delivery
obligations were satisfied via new rule 498A(j) may be incorporated by
reference into a filing on Form N-14 without being sent to investors,
so long as that portfolio company was listed in the variable contract
summary prospectus Appendix at the time the disclosures required by
Form N-14 were delivered to investors.\1250\
---------------------------------------------------------------------------

    \1249\ See supra Section II.D.
    \1250\ See supra Section II.B.2.d.
---------------------------------------------------------------------------

    Generally, an investment company is a small entity if, together
with other investment companies in the same group of related investment
companies, it has net assets of $50 million or less as of the end of
its most recent fiscal year.\1251\ The analysis is slightly different
for insurance company separate accounts. Because state law generally
treats separate account assets as the property of the sponsoring
insurance company, rule 0-10 aggregates each separate account's assets
with the assets of the sponsoring insurance company, together with
assets held in other sponsored separate accounts.\1252\ As a result,
the Commission expects few, if any, separate accounts to be treated as
small entities.
---------------------------------------------------------------------------

    \1251\ 17 CFR 270.0-10(a) (rule 0-10(a)).
    \1252\ Rule 0-10(b).
---------------------------------------------------------------------------

    For this reason, we believe rule 498A and the amendments to Forms
N-3, N-4, N-6, and N-14, as adopted, will not have a significant
economic impact on a substantial number of small entities.

VII. Statutory Authority

    We are adopting the rule and form amendments contained in this
document under the authority set forth in the Securities Act,
particularly, Sections 10, 19, and 28 thereof [15 U.S.C. 77a et seq.],
the Exchange Act, particularly, Section 23 thereof [15 U.S.C. 78a et
seq.], the Investment Company Act, particularly, Sections 8, 30, and 38
thereof [15 U.S.C. 80a et seq.], and 44 U.S.C. 3506, 3507.

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Organization and functions
(Government agencies).

17 CFR Parts 230, 270, and 274

    Investment companies, Reporting and recordkeeping requirements,
Securities.

17 CFR Part 232

    Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

17 CFR Parts 239 and 240

    Reporting and recordkeeping requirements, Securities.

Text of Rule and Form Amendments

    For reasons set forth in the preamble, title 17, chapter II of the
Code of Federal Regulations is amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

Subpart N--Commission Information Collection Requirements Under the
Paperwork Reduction Act: OMB Control Numbers

0
1. The authority citation for subpart N of part 200 continues to read
as follows:

    Authority: 44 U.S.C. 3506; 44 U.S.C. 3507.

0
2. Amend Sec.  200.800 in the table in paragraph (b) by adding an entry
in numerical order by part and section number for ``Rule 498A'' to read
as follows:

Sec.  200.800   OMB control numbers assigned pursuant to the Paperwork
Reduction Act.

* * * * *
    (b) * * *

------------------------------------------------------------------------
                                      17 CFR part or
                                      section where       Current OMB
Information collection requirement   identified  and      control No.
                                        described
------------------------------------------------------------------------

                              * * * * * * *
Rule 498A.........................           230.498A          3235-0765

                              * * * * * * *
------------------------------------------------------------------------

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read, in part, as
follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Public Law 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
    Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48
Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s).
* * * * *

0
4. Amend Sec.  230.159A by revising paragraph (a)(2) to read as
follows:

Sec.  230.159A   Certain definitions for purposes of Section 12(a)(2)
of the Act.

    (a) * * *
    (2) Any free writing prospectus as defined in Sec.  230.405 (Rule
405) relating to the offering prepared by or on behalf of the issuer or
used or referred to by the issuer and, in the case of an issuer that is
an open-end management company registered under the Investment Company
Act of 1940 (15 U.S.C. 80a-1 et seq.) or a separate account (as defined
in Section 2(a)(14) of the Securities Act) (15 U.S.C. 77b(a)(14))
registered under the Investment Company Act of 1940 on Sec. Sec.
239.17a and 274.11b of this chapter (Form N-3), Sec. Sec.  239.17b and
274.11c of this chapter (Form N-4), or Sec. Sec.  239.17c and 274.11d
of this chapter (Form N-6), any summary prospectus relating to the
offering provided pursuant to Sec.  230.498 (Rule 498) or Sec.
230.498A (Rule 498A), respectively;
* * * * *

0
5. Amend Sec.  230.431 by revising the introductory text to paragraph
(a) to read as follows:

Sec.  230.431   Summary prospectuses.

    (a) A summary prospectus prepared and filed (except a summary
prospectus filed by an open-end management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et
seq.) or a separate account (as defined in section 2(a)(14) of the
Securities Act (15 U.S.C. 77b(a)(14)) registered under the Investment
Company Act of 1940 on Sec. Sec.  239.17a and 274.11b of this chapter
(Form N-3), Sec. Sec.  239.17b and 274.11c of this chapter (Form N-4),
or Sec. Sec.  239.17c and 274.11d of this chapter (Form N-6) as part of
a registration statement in accordance with this section shall be
deemed to be a prospectus permitted under section 10(b) of the Act (15
U.S.C. 77j(b)) for the purposes of section 5(b)(1) of the Act (15
U.S.C. 77e(b)(1)) if the form used for registration of the securities
to be offered provides for the use of a summary prospectus and the
following conditions are met:
* * * * *

0
6. Amend Sec.  230.482 by revising paragraph (a) to read as follows:

Sec.  230.482   Advertising by an investment company as satisfying
requirements of section 10.

    (a) Scope of rule. This section applies to an advertisement or
other sales material (advertisement) with respect to securities of an
investment company registered under the Investment Company Act of 1940
(15 U.S.C. 80a-1 et seq.) (1940 Act), or a business development
company, that is selling or proposing to sell its securities pursuant
to a registration statement that has been filed under the Act. This
section does not apply to an advertisement that is excepted from the
definition of prospectus by section 2(a)(10) of the Act (15 U.S.C.
77b(a)(10)), Sec.  230.498(d), or Sec.  230.498A(g) or (j)(2), or to a
summary prospectus under Sec.  230.498 or Sec.  230.498A. An
advertisement that complies with this section, which may include
information the substance of which is not included in the prospectus
specified in section 10(a) of the Act (15 U.S.C 77j(a)), will be deemed
to be a prospectus under section 10(b) of the Act (15 U.S.C. 77j(b))
for the purposes of section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)).

    Note 1 to paragraph (a): The fact that an advertisement complies
with this section does not relieve the investment company,
underwriter, or dealer of any obligations with respect to the
advertisement under the antifraud provisions of the Federal
securities laws. For guidance about factors to be weighed in
determining whether statements, representations, illustrations, and
descriptions contained in investment company advertisements are
misleading, see Sec.  230.156. In addition, an advertisement that
complies with this section is subject to the legibility requirements
of Sec.  230.420.

* * * * *

0
7. Amend Sec.  230.485 by revising paragraph (c)(3) to read as follows:

Sec.  230.485  Effective date of post-effective amendments filed by
certain registered investment companies.

* * * * *
    (c) * * *
    (3) A registrant's ability to file a post-effective amendment,
other than an amendment filed solely for purposes of submitting an
Interactive Data File, under paragraph (b) of this section is
automatically suspended if a registrant fails to submit any Interactive
Data File as required by General Instruction C.3.(g) of Sec. Sec.
239.15A and 274.11A of this chapter (Form N-1A), General Instruction
C.3.(h) of Sec. Sec.  239.17a and 274.11b of this chapter (Form N-3),
General Instruction C.3.(h) of Sec. Sec.  239.17b and 274.11c of this
chapter (Form N-4), or General Instruction C.3.(h) of Sec. Sec.
239.17c and 274.11d of this chapter (Form N-6). A suspension under this
paragraph (c)(3) shall become effective at such time as the registrant
fails to submit an Interactive Data File as required by General
Instruction C.3.(g) of Form N-1A, or General Instruction C.3.(h) of
Form N-3, General Instruction C.3.(h) of Form N-4, or General
Instruction C.3.(h) of Form N-6. Any such suspension, so long as it is
in effect, shall apply to any post-effective amendment that is filed
after the suspension becomes effective, but shall not apply to any
post-effective amendment that was filed before the suspension became
effective. Any suspension shall apply only to the ability to file a
post-effective amendment pursuant to paragraph (b) of this section and
shall not otherwise affect any post-effective amendment. Any suspension
under this paragraph (c)(3) shall terminate as soon as a registrant has
submitted the Interactive Data File as required by General Instruction
C.3.(g) of Form N-1A, General Instruction C.3.(h) of Form N-3, General
Instruction C.3.(h) of Form N-4, or General Instruction C.3.(h) of Form
N-6.
* * * * *

0
8. Revise Sec.  230.496 to read as follows:

Sec.  230.496  Contents of prospectus and statement of additional
information used after nine months.

    In the case of a registration statement filed on Form N-1A
(Sec. Sec.  239.15A and 274.11A of this chapter), Form N-2 (Sec. Sec.
239.14 and 274.11a-1 of this chapter), Form N-3 (Sec. Sec.  239.17a and
274.11b of this chapter), Form N-4 (Sec. Sec.  239.17b and 274.11c of
this chapter), or Form N-6 (Sec. Sec.  239.17c and 274.11d of this
chapter), there may be omitted from any prospectus or Statement of
Additional Information used more than nine months after the effective
date of the registration statement any information previously required
to be contained in the prospectus or the Statement of Additional
Information insofar as later information covering the same subjects,
including the latest available certified financial statements, as of a
date not more than 16 months prior to the use of the prospectus or the
Statement of Additional Information is contained therein.

    Note 1 to Sec.  230.496:  For a discussion of the effectiveness
of a registration statement relating to certain discontinued
contracts subject to a Commission position as of July 1, 2020, see
Investment Company Release No. 33814 (March 11, 2020).

0
9. Amend Sec.  230.497 by revising paragraphs (c), (e), and (k) and
removing the parenthetical authority at the end of the section to read
as follows:

Sec.  230.497  Filing of investment company prospectuses--number of
copies.

* * * * *
    (c) For investment companies filing on Sec. Sec.  239.15A and
274.11A of this chapter (Form N-1A), Sec. Sec.  239.14 and 274.11a-1 of
this chapter (Form N-2), Sec. Sec.  239.17a and 274.11b of this chapter
(Form N-3), Sec. Sec.  239.17b and 274.11c of this chapter (Form N-4),
or Sec. Sec.  239.17c and 274.11d of this chapter (Form N-6), within
five days after the effective date of a registration statement or the
commencement of a public offering after the effective date of a
registration statement, whichever occurs later, 10 copies of each form
of prospectus and form of Statement of Additional Information used
after the effective date in connection with such offering shall be
filed with the Commission in the exact form in which it was used.
Investment companies filing on Forms N-1A, N-3, N-4, or N-6 must, if
applicable pursuant to General Instruction C.3.(g) of Form N-1A,
General Instruction C.3.(h) of Form N-3, General Instruction C.3.(h) of
Form N-4, or General Instruction C.3.(h) of Form N-6, submit an
Interactive Data File (as defined in Sec.  232.11 of this chapter).
* * * * *
    (e) For investment companies filing on Sec. Sec.  239.15A and
274.11A of this chapter (Form N-1A), Sec. Sec.  239.14 and 274.11a-1 of
this chapter (Form N-2), Sec. Sec.  239.17a and 274.11b of this chapter
(Form N-3), Sec. Sec.  239.17b and 274.11c of this chapter (Form N-4),
or Sec. Sec.  239.17c and 274.11d of this chapter (Form N-6), after the
effective date of a registration statement, no prospectus that purports
to comply with Section 10 of the Act (15 U.S.C. 77j) or Statement of
Additional Information that varies from any form of prospectus or form
of Statement of Additional Information filed pursuant to paragraph (c)
of this section shall be used until five copies thereof have been filed
with, or mailed for filing to the Commission. Investment companies
filing on Forms N-1A, N-3, N-4, or N-6 must, if applicable pursuant to
General Instruction C.3.(g) of Form N-1A, General Instruction C.3.(h)
of Form N-3, General Instruction C.3.(h) of Form N-4, or General
Instruction C.3.(h) of Form N-6, submit an Interactive Data File (as
defined in Sec.  232.11 of this chapter).
* * * * *
    (k) This paragraph (k), and not the other provisions of this
section, shall govern the filing of summary prospectuses under
Sec. Sec.  230.498 and 230.498A. Each definitive form of a summary
prospectus under Sec. Sec.  230.498 and 230.498A shall be filed with
the Commission no later than the date that it is first used.

0
10. Amend Sec.  230.498 by revising paragraph (c)(2) to read as
follows:

Sec.  230.498  Summary Prospectuses for open-end management investment
companies.

* * * * *
    (c) * * *
    (2) The Summary Prospectus is not bound together with any
materials, except that a Summary Prospectus for a Fund that is
available as an investment option in a variable annuity or variable
life insurance contract may be bound together with the Statutory
Prospectus for the contract (or a summary prospectus for the contract
provided under Sec.  230.498A) and Summary Prospectuses and Statutory
Prospectuses for other investment options available in the contract,
provided that:
    (i) All of the Funds to which the Summary Prospectuses and
Statutory Prospectuses that are bound together relate are available to
the person to whom such documents are sent or given; and
    (ii) A table of contents identifying each Summary Prospectus,
Statutory Prospectus, and summary prospectus under Sec.  230.498A that
is bound together, and the page number on which it is found, is
included at the beginning or immediately following a cover page of the
bound materials;
* * * * *

0
11. Add Sec.  230.498A to read as follows:

Sec.  230.498A  Summary Prospectuses for separate accounts offering
variable annuity and variable life insurance contracts.

    (a) Definitions. For purposes of this section:
    Class means a class of a Contract that varies principally with
respect to distribution-related fees and expenses.
    Contract means a Variable Annuity Contract or a Variable Life
Insurance Contract as defined in this section, respectively.
    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.
    Initial Summary Prospectus means the initial summary prospectus
described in paragraph (b) of this section.
    Investment Option means any portfolio of investments in which a
Registrant on Form N-3 invests and which may be selected as an option
by the investor.
    Portfolio Company means any company in which a Registrant on Form
N-4 or Form N-6 invests and which may be selected as an option by the
investor.
    Portfolio Company Prospectus means the Statutory Prospectus of a
Portfolio Company and a summary prospectus of a Portfolio Company
permitted by Sec.  230.498.
    Registrant means a separate account (as defined in section 2(a)(14)
of the Securities Act (15 U.S.C. 77b(a)(14)) that has an effective
registration statement on Sec. Sec.  239.17a and 274.11b of this
chapter (Form N-3), Sec. Sec.  239.17b and 274.11c of this chapter
(Form N-4), or Sec. Sec.  239.17c and 274.11d of this chapter (Form N-
6) and that has a current prospectus that satisfies the requirements of
section 10(a) of the Act (15 U.S.C. 77j(a)).
    Statement of Additional Information means the statement of
additional information required by Part B of Form N-1A, Form N-3, Form
N-4, or Form N-6.
    Statutory Prospectus means a prospectus that satisfies the
requirements of section 10(a) of the Act (15 U.S.C. 77j(a)).
    Summary Prospectus refers to both the Initial Summary Prospectus
and the Updating Summary Prospectus.
    Updating Summary Prospectus means the updating summary prospectus
described in paragraph (c) of this section.
    Variable Annuity Contract means any accumulation contract or
annuity contract, any portion thereof, or any unit of interest or
participation therein pursuant to which the value of the contract,
either during an accumulation period or after annuitization, or both,
may vary with the investment performance of any separate account.
    Variable Life Insurance Contract means a life insurance contract
that provides for death benefits and cash values that may vary with the
investment performance of any separate account.
    (b) General requirements for Initial Summary Prospectus. An Initial
Summary Prospectus that complies with

this paragraph (b) will be deemed to be a prospectus that is authorized
under section 10(b) of the Act (15 U.S.C. 77j(b)) and section 24(g) of
the Investment Company Act (15 U.S.C. 80a-24(g)) for the purposes of
section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)).
    (1) Scope of Initial Summary Prospectus. An Initial Summary
Prospectus may only describe a single Contract (but may describe more
than one Class of the Contract) currently offered by the Registrant
under the Statutory Prospectus to which the Initial Summary Prospectus
relates.
    (2) Cover page or beginning of Initial Summary Prospectus. Include
on the front cover page or the beginning of the Initial Summary
Prospectus:
    (i) The Depositor's name;
    (ii) The name of the Contract, and the Class or Classes if any, to
which the Initial Summary Prospectus relates;
    (iii) A statement identifying the document as a ``Summary
Prospectus for New Investors'';
    (iv) The approximate date of the first use of the Initial Summary
Prospectus;
    (v) The following legend:
    This Summary Prospectus summarizes key features of the [Contract].
    Before you invest, you should also review the prospectus for the
[Contract], which contains more information about the [Contract's]
features, benefits, and risks. You can find this document and other
information about the [Contract] online at [___]. You can also obtain
this information at no cost by calling [____] or by sending an email
request to [___].
    You may cancel your [Contract] within 10 days of receiving it
without paying fees or penalties. In some states, this cancellation
period may be longer. Upon cancellation, you will receive either a full
refund of the amount you paid with your application or your total
contract value. You should review the prospectus, or consult with your
investment professional, for additional information about the specific
cancellation terms that apply.
    Additional information about certain investment products, including
[variable annuities/variable life insurance contracts], has been
prepared by the Securities and Exchange Commission's staff and is
available at Investor.gov.
    (A) A Registrant may modify the legend so long as the modified
legend contains comparable information.
    (B) The legend must provide a website address, other than the
address of the Commission's electronic filing system; toll-free
telephone number; and email address that investors can use to obtain
the Statutory Prospectus and other materials, request other information
about the Contract, and make investor inquiries. The website address
must be specific enough to lead investors directly to the Statutory
Prospectus and other materials that are required to be accessible under
paragraph (h)(1) of this section, rather than to the home page or other
section of the website on which the materials are posted. The website
could be a central site with prominent links to each document. The
legend may indicate, if applicable, that the Statutory Prospectus and
other information are available from a financial intermediary (such as
a broker-dealer) through which the Contract may be purchased or sold.
If a Fund relies on Sec.  270.30e-3 of this chapter to transmit a
report, the legend must also include the website address required by
Sec.  270.30e-3(c)(1)(iii) of this chapter if different from the
website address required by this paragraph (b)(2)(v)(B).
    (C) The paragraph of the legend regarding cancellation of the
Contract may be omitted if not applicable. If this paragraph is
included in the legend, the paragraph must be presented in a manner
reasonably calculated to draw investor attention to that paragraph.
    (D) The legend may include instructions describing how a
shareholder can elect to receive prospectuses or other documents and
communications by electronic delivery.
    (E) The legend for a Contract registered on Form N-3 shall include
a statement to the following effect, if applicable:
    Beginning on [date], as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of [the Registrant's]
shareholder reports will no longer be sent by mail, unless you
specifically request paper copies of the reports from [the Registrant]
[or from your financial intermediary, such as a broker-dealer or bank].
Instead, the reports will be made available on a website, and you will
be notified by mail each time a report is posted and provided with a
website link to access the report.
    If you already elected to receive shareholder reports
electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and
other communications from [the Registrant] [or your financial
intermediary] electronically by [insert instructions].
    You may elect to receive all future reports in paper free of
charge. You can inform [the Registrant] [or your financial
intermediary] that you wish to continue receiving paper copies of your
shareholder reports by [insert instructions]. Your election to receive
reports in paper will apply to all [funds] held with [the fund complex/
your financial intermediary].
    (F) The legend for a Contract registered on Form N-4 or N-6 shall
include a statement to the following effect, if applicable:
    Beginning on [date], as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of the shareholder
reports for [Portfolio Companies available under your Contract] will no
longer be sent by mail, unless you specifically request paper copies of
the reports from [the Registrant] [or from your financial intermediary,
such as a broker-dealer or bank]. Instead, the reports will be made
available on a website, and you will be notified by mail each time a
report is posted and provided with a website link to access the report.
    If you already elected to receive shareholder reports
electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and
other communications from [the Portfolio Companies] [or your financial
intermediary] electronically by [insert instructions].
    You may elect to receive all future reports in paper free of
charge. You can inform [the Registrant] [or your financial
intermediary] that you wish to continue receiving paper copies of your
shareholder reports by [insert instructions]. Your election to receive
reports in paper will apply to all portfolio companies [available under
your Contract].
    (3) Back cover page or last page of Initial Summary Prospectus. (i)
If a Registrant incorporates any information by reference into the
Summary Prospectus, include a legend identifying the type of document
(e.g., Statutory Prospectus) from which the information is incorporated
and the date of the document. If a Registrant incorporates by reference
a part of a document, the legend must clearly identify the part by
page, paragraph, caption, or otherwise. If information is incorporated
from a source other than the Statutory Prospectus, the legend must
explain that the incorporated information may be obtained, free of
charge, in the same manner as the Statutory Prospectus.
    (ii) Include on the bottom of the back cover page or the last page
of the Initial Summary Prospectus the EDGAR contract identifier for the
contract in type size smaller than that generally used in the
prospectus (e.g., 8-point modern type).

    (4) Table of contents. An Initial Summary Prospectus may include a
table of contents meeting the requirements of Sec.  230.481(c).
    (5) Contents of Initial Summary Prospectus. An Initial Summary
Prospectus must contain the information required by this paragraph
(b)(5) with respect to the applicable registration form, and only the
information required by this paragraph (b)(5), in the order provided in
paragraphs (b)(5)(i) through (ix) of this section.
    (i) Under the heading ``Important Information You Should Consider
About the [Contract],'' the information required by Item 2 of Form N-3,
Item 2 of Form N-4, or Item 2 of Form N-6.
    (ii) Under the heading ``Overview of the [Contract],'' the
information required by Item 3 of Form N-3, Item 3 of Form N-4, or Item
3 of Form N-6.
    (iii) Under the heading ``Standard Death Benefits,'' the
information required by Item 10(a) of Form N-6.
    (iv) Under the heading ``Benefits Available Under the [Contract],''
the information required by Item 11(a) of Form N-3 or Item 10(a) of
Form N-4. Under the heading ``Other Benefits Available Under the
[Contract],'' the information required by Item 11(a) of Form N-6.
    (v) Under the heading ``Buying the [Contract],'' the information
required by Item 12(a) of Form N-3, Item 11(a) of Form N-4, or Item
9(a) through (c) of Form N-6.
    (vi) Under the heading ``How Your [Contract] Can Lapse,'' the
information required by Item 14(a) through (c) of Form N-6.
    (vii) Under the heading ``Making Withdrawals: Accessing the Money
in Your [Contract],'' the information required by Item 13(a) of Form N-
3, Item 12(a) of Form N-4, or Item 12(a) of Form N-6.
    (viii) Under the heading ``Additional Information About Fees,'' the
information required by Item 4 of Form N-3, Item 4 of Form N-4, or Item
4 of Form N-6.
    (ix) Under the heading ``Appendix: [Portfolio Companies] Available
Under the Contract,'' include as an appendix the information required
by Item 18 of Form N-3, Item 17 of Form N-4, or Item 18 of Form N-6.
Alternatively, an Initial Summary Prospectus for a Contract registered
on Form N-3 may include the information required by Item 19 of Form N-3
under the heading ``Additional Information About Investment Options
Available Under the Contract.''
    (c) General requirements for Updating Summary Prospectus. An
Updating Summary Prospectus that complies with this paragraph (c) will
be deemed to be a prospectus that is authorized under section 10(b) of
the Act (15 U.S.C. 77j(b)) and section 24(g) of the Investment Company
Act (15 U.S.C. 80a-24(g)) for the purposes of section 5(b)(1) of the
Act (15 U.S.C. 77e(b)(1)).
    (1) Use of Updating Summary Prospectus. A Registrant may only use
an Updating Summary Prospectus if the Registrant uses an Initial
Summary Prospectus for each currently offered Contract described under
the Statutory Prospectus to which the Updating Summary Prospectus
relates.
    (2) Scope of Updating Summary Prospectus. An Updating Summary
Prospectus may describe one or more Contracts (and more than one Class)
described under the Statutory Prospectus to which the Updating Summary
Prospectus relates.
    (3) Cover page or beginning of Updating Summary Prospectus. Include
on the front cover page or at the beginning of the Updating Summary
Prospectus:
    (i) The Depositor's name;
    (ii) The name of the Contract(s) and the Class or Classes, if any,
to which the Updating Summary Prospectus relates;
    (iii) A statement identifying the document as an ``Updating Summary
Prospectus'';
    (iv) The approximate date of the first use of the Updating Summary
Prospectus; and
    (v)(A) The following legend, which must meet the requirements of
paragraphs (b)(2)(v)(A), (B), and (D) of this section, as applicable:
    The prospectus for the [Contract] contains more information about
the [Contract], including its features, benefits, and risks. You can
find the current prospectus and other information about the [Contract]
online at [___]. You can also obtain this information at no cost by
calling [____] or by sending an email request to [___].
    Additional information about certain investment products, including
[variable annuities/variable life insurance contracts], has been
prepared by the Securities and Exchange Commission's staff and is
available at Investor.gov.
    (B) The legend required by paragraphs (b)(2)(v)(E) and (F) of this
section, as applicable.
    (4) Back cover page or last page of Updating Summary Prospectus.
Include on the bottom of the back cover page or the last page of the
Updating Summary Prospectus:
    (i) The legend required by paragraph (b)(3)(i) of this section; and
    (ii) The EDGAR contract identifier(s) for each contract in type
size smaller than that generally used in the prospectus (e.g., 8-point
modern type).
    (5) Table of contents. An Updating Summary Prospectus may include a
table of contents meeting the requirements of Sec.  230.481(c).
    (6) Contents of Updating Summary Prospectus. An Updating Summary
Prospectus must contain the information required by this paragraph
(c)(6) with respect to the applicable registration form, in the order
provided in paragraphs (c)(6)(i) through (iv) of this section.
    (i) If any changes have been made with respect to the Contract
after the date of the most recent Updating Summary Prospectus or
Statutory Prospectus that was sent or given to investors with respect
to the availability of Investment Options (for Registrants on Form N-3)
or Portfolio Companies (for Registrants on Forms N-4 and N-6) under the
Contract, or the disclosure that the Registrant included in response to
Item 2 (Key Information), Item 3 (Overview of the Contract), Item 4
(Fee Table), Item 11 (Benefits Available Under the Contract), Item 12
(Purchases and Contract Value), or Item 13 (Surrenders and Withdrawals)
of Form N-3; Item 2 (Key Information), Item 3 (Overview of the
Contract), Item 4 (Fee Table), Item 10 (Benefits Available Under the
Contract), Item 11 (Purchases and Contract Value), or Item 12
(Surrenders and Withdrawals) of Form N-4; and Item 2 (Key Information),
Item 3 (Overview of the Contract), Item 4 (Fee Table), Item 9
(Premiums), Item 10 (Standard Death Benefits), Item 11 (Other Benefits
Available Under the Contract), Item 12 (Surrenders and Withdrawals), or
Item 14 (Lapse and Reinstatement) of Form N-6, include the following as
applicable, under the heading ``Updated Information About Your
[Contract]'':
    (A) The following legend: ``The information in this Updating
Summary Prospectus is a summary of certain [Contract] features that
have changed since the Updating Summary Prospectus dated [date]. This
may not reflect all of the changes that have occurred since you entered
into your [Contract].''
    (B) As applicable, provide a concise description of each change
specified in paragraph (c)(6)(i) of this section. Provide enough detail
to allow investors to understand the change and how it will affect
investors, including indicating whether the change only applies to
certain Contracts described in the Updating Summary Prospectus.
    (ii) In addition to the changes specified in paragraph (c)(6)(i) of
this

section, a Registrant may provide a concise description of any other
information relevant to the Contract within the time period that
paragraph (c)(6)(i) of this section specifies, under the heading
``Updated Information About Your [Contract].'' Any additional
information included pursuant to this paragraph (c)(6)(ii) should not,
by its nature, quantity, or manner of presentation, obscure or impede
understanding of the information that paragraph (c)(6)(i) of this
section requires.
    (iii) Under the heading ``Important Information You Should Consider
About the [Contract],'' provide the information required by Item 2 of
Form N-3, Item 2 of Form N-4, or Item 2 of Form N-6.
    (iv) Under the heading ``Appendix: [Portfolio Companies/Investment
Options] Available Under the [Contract],'' include as an appendix the
information required by Item 18 of Form N-3, Item 17 of Form N-4, or
Item 18 of Form N-6. Alternatively, an Updating Summary Prospectus for
a Contract registered on Form N-3 may include, under the heading
``Additional Information About [Investment Options] Available Under the
[Contract],'' the information required by Item 19 of Form N-3.
    (d) Incorporation by reference into a Summary Prospectus. (1)
Except as provided by paragraph (d)(2) of this section, information may
not be incorporated by reference into a Summary Prospectus. Information
that is incorporated by reference into a Summary Prospectus in
accordance with paragraph (d)(2) of this section need not be sent or
given with the Summary Prospectus.
    (2) A Registrant may incorporate by reference into a Summary
Prospectus any or all of the information contained in the Registrant's
Statutory Prospectus and Statement of Additional Information, and any
information from the Registrant's reports under Sec.  270.30e-1 of this
chapter that the Registrant has incorporated by reference into the
Registrant's Statutory Prospectus, provided that:
    (i) The conditions of paragraphs (b)(2)(v)(B), (c)(3)(v), and (h)
of this section are met;
    (ii) A Registrant may not incorporate by reference into a Summary
Prospectus information that paragraphs (b) and (c) of this section
require to be included in an Initial Summary Prospectus or Updating
Summary Prospectus, respectively; and
    (iii) Information that is permitted to be incorporated by reference
into the Summary Prospectus may be incorporated by reference into the
Summary Prospectus only by reference to the specific document that
contains the information, not by reference to another document that
incorporates such information by reference.
    (3) For purposes of Sec.  230.159 of this chapter, information is
conveyed to a person not later than the time that a Summary Prospectus
is received by the person if the information is incorporated by
reference into the Summary Prospectus in accordance with paragraph
(d)(2) of this section.
    (e) Terms used in the Summary Prospectus. Define special terms used
in the Initial Summary Prospectus and Updating Summary Prospectus using
any presentation style that clearly conveys their meaning to investors,
such as the use of a glossary or list of definitions.
    (f) Transfer of the Contract security. Any obligation under section
5(b)(2) of the Act (15 U.S.C. 77e(b)(2)) to have a Statutory Prospectus
precede or accompany the carrying or delivery of a Contract security in
an offering registered on Form N-3, Form N-4, or Form N-6 is satisfied
if:
    (1) A Summary Prospectus is sent or given no later than the time of
the carrying or delivery of the Contract security (an Initial Summary
Prospectus in the case of a purchase of a new Contract, or an Updating
Summary Prospectus in the case of additional purchase payments in an
existing Contract);
    (2) The Summary Prospectus is not bound together with any materials
except Portfolio Company Prospectuses for Portfolio Companies available
as investment options under the Contract, provided that:
    (i) All of the Portfolio Companies are available as investment
options to the person to whom such documents are sent or given; and
    (ii) A table of contents identifying each Portfolio Company
Prospectus that is bound together, and the page number on which each
document is found, is included at the beginning or immediately
following a cover page of the bound materials.
    (3) The Summary Prospectus that is sent or given satisfies the
requirements of paragraph (b) or (c) of this section, as applicable, at
the time of the carrying or delivery of the Contract security; and
    (4) The conditions set forth in paragraph (h) of this section are
satisfied.
    (g) Sending communications. A communication relating to an offering
registered on Form N-3, Form N-4, or Form N-6 sent or given after the
effective date of a Contract's registration statement (other than a
prospectus permitted or required under section 10 of the Act) shall not
be deemed a prospectus under section 2(a)(10) of the Act (15 U.S.C.
77b(a)(10)) if:
    (1) It is proved that prior to or at the same time with such
communication a Summary Prospectus was sent or given to the person to
whom the communication was made;
    (2) The Summary Prospectus is not bound together with any
materials, except as permitted by paragraph (f)(2) of this section;
    (3) The Summary Prospectus that was sent or given satisfies the
requirements of paragraph (b) or (c) of this section, as applicable, at
the time of such communication; and
    (4) The conditions set forth in paragraph (h) of this section are
satisfied.
    (h) Availability of the Statutory Prospectus and certain other
documents. (1) The current Initial Summary Prospectus, Updating Summary
Prospectus, Statutory Prospectus, Statement of Additional Information,
and in the case of a Registrant on Form N-3, the Registrant's most
recent annual and semi-annual reports to shareholders under Sec.
270.30e-1, are publicly accessible, free of charge, at the website
address specified on the cover page or beginning of the Summary
Prospectuses, on or before the time that the Summary Prospectuses are
sent or given and current versions of those documents remain on the
website through the date that is at least 90 days after:
    (i) In the case of reliance on paragraph (f) of this section, the
date that the Contract security is carried or delivered; or
    (ii) In the case of reliance on paragraph (g) of this section, the
date that the communication is sent or given.
    (2) The materials that are accessible in accordance with paragraph
(h)(1) of this section must be presented on the website in a format, or
formats, that:
    (i) Are human-readable and capable of being printed on paper in
human-readable format;
    (ii) Permit persons accessing the Statutory Prospectus or Statement
of Additional Information for the Contract to move directly back and
forth between each section heading in a table of contents of such
document and the section of the document referenced in that section
heading; provided that, in the case of the Statutory Prospectus, the
table of contents is either required by Sec.  230.481(c) or contains
the same section headings as the table of contents required by Sec.
230.481(c); and

    (iii) Permit persons accessing a Summary Prospectus to move
directly back and forth between:
    (A) Each section of the Summary Prospectus and any section of the
Statutory Prospectus and Contract Statement of Additional Information
that provides additional detail concerning that section of the Summary
Prospectus; or
    (B) Links located at both the beginning and end of the Summary
Prospectus, or that remain continuously visible to persons accessing
the Summary Prospectus, and tables of contents of both the Statutory
Prospectus and the Contract Statement of Additional Information that
meet the requirements of paragraph (h)(2)(ii) of this section.
    (iv) Permit persons accessing the Summary Prospectus to view the
definition of each special term used in the Summary Prospectus (as
required by paragraph (e) of this section) upon command (e.g., by
moving or ``hovering'' the computer's pointer or mouse over the term,
or selecting the term on a mobile device); or permits persons accessing
the Contract Summary Prospectus to move directly back and forth between
each special term and the corresponding entry in any glossary or list
of definitions in the Contract Summary Prospectus (as described in
paragraph (e) of this section).
    (3) Persons accessing the materials specified in paragraph (h)(1)
of this section must be able to permanently retain, free of charge, an
electronic version of such materials in a format, or formats, that meet
each of the requirements of paragraphs (h)(2)(i) and (ii) of this
section.
    (4) The conditions set forth in paragraphs (h)(1) through (3) of
this section shall be deemed to be met, notwithstanding the fact that
the materials specified in paragraph (h)(1) of this section are not
available for a time in the manner required by paragraphs (h)(1)
through (3) of this section, provided that:
    (i) The Registrant has reasonable procedures in place to ensure
that the specified materials are available in the manner required by
paragraphs (h)(1) through (3) of this section; and
    (ii) The Registrant takes prompt action to ensure that the
specified documents become available in the manner required by
paragraphs (h) through (3) of this section, as soon as practicable
following the earlier of the time at which it knows or reasonably
should have known that the documents are not available in the manner
required by paragraphs (h)(1) through (3) of this section.
    (i) Other requirements--(1) Delivery upon request. If paragraph (f)
or (g) of this section is relied on with respect to a Contract, the
Registrant (or a financial intermediary through which the Contract may
be purchased) must send, at no cost to the requestor and by U.S. first
class mail or other reasonably prompt means, a paper copy of the
Contract Statutory Prospectus, Contract Statement of Additional
Information, and in the case of a Registrant on Form N-3, the
Registrant's most recent annual and semi-annual reports to shareholders
under Sec.  270.30e-1 of this chapter, to any person requesting such a
copy within three business days after receiving a request for a paper
copy. If paragraph (f) or (g) of this section is relied on with respect
to a Contract, the Registrant (or a financial intermediary through
which Contract may be purchased) must send, at no cost to the
requestor, and by email, an electronic copy of any of the documents
listed in this paragraph (i)(1) to any person requesting a copy of such
document within three business days after receiving a request for an
electronic copy. The requirement to send an electronic copy of a
document may be satisfied by sending a direct link to the online
document; provided that a current version of the document is directly
accessible through the link from the time that the email is sent
through the date that is six months after the date that the email is
sent and the email explains both how long the link will remain useable
and that, if the recipient desires to retain a copy of the document, he
or she should access and save the document.
    (2) Greater prominence. If paragraph (f) or (g) of this section is
relied on with respect to a Contract, the Summary Prospectus shall be
given greater prominence than any materials that accompany the Summary
Prospectus.
    (3) Convenient for reading and printing. If paragraph (f) or (g) of
this section is relied on with respect to a Contract:
    (i) The materials that are accessible in accordance with paragraph
(h)(1) of this section must be presented on the website in a format, or
formats, that are convenient for both reading online and printing on
paper; and
    (ii) Persons accessing the materials that are accessible in
accordance with paragraph (h)(1) of this section must be able to
permanently retain, free of charge, an electronic version of such
materials in a format, or formats, that are convenient for both reading
online and printing on paper.
    (4) Website addresses. If paragraph (f) or (g) of this section is
relied on with respect to a Contract, any website address that is
included in an electronic version of the Summary Prospectus must
include an active hyperlink or provide another means of facilitating
access through equivalent methods or technologies that lead directly to
the relevant website address. This paragraph (i)(4) does not apply to
electronic versions of a Summary Prospectus that are filed on the EDGAR
system.
    (5) Compliance with this paragraph (i) not a condition to reliance
on paragraph (f) or (g) of this section. Compliance with this paragraph
(i) is not a condition to the ability to rely on paragraph (f) or (g)
of this section with respect to a Contract, and failure to comply with
this paragraph (i) does not negate the ability to rely on paragraph (f)
or (g) of this section.
    (j) Portfolio Company Prospectuses--(1) Transfer of the Portfolio
Company security. Any obligation under section 5(b)(2) of the Act to
have a Statutory Prospectus precede or accompany the carrying or
delivery of a Portfolio Company security is satisfied if, and
information contained in the documents referenced in paragraph
(j)(1)(ii) of this section is conveyed for purposes of Sec.  230.159
when:
    (i) An Initial Summary Prospectus is used for each currently
offered Contract described under the related registration statement;
    (ii) A summary prospectus is used for the Portfolio Company (if the
Portfolio Company is registered on Form N-1A); and
    (iii) The current summary prospectus, Statutory Prospectus,
Statement of Additional Information, and most recent annual and semi-
annual reports to shareholders under Sec.  270.30e-1 of this chapter
for the Portfolio Company are publicly accessible, free of charge, at
the same website address referenced in paragraph (h)(1) of this
section, and are accessible under the conditions set forth in
paragraphs (h)(1), (h)(2)(i) and (ii), and (h)(3) and (4) of this
section, with respect to the availability of documents relating to the
Contract.
    (2) Communications. Any communication relating to a Portfolio
Company (other than a prospectus permitted or required under section 10
of the Act) shall not be deemed a prospectus under section 2(a)(10) of
the Act (15 U.S.C. 77b(a)(10)) if the conditions set forth in paragraph
(j)(1) of this section are satisfied.
    (3) Other requirements. The materials referenced in paragraph
(j)(1)(iii) of this section must be delivered upon request,

presented, and able to be retained under the conditions set forth in
paragraphs (i)(1) and (3) of this section. Compliance with this
paragraph (j)(3) is not a condition to the ability to rely on paragraph
(j)(1) or (2) of this section, and failure to comply with this
paragraph (j)(3) does not negate the ability to rely on paragraph
(j)(1) or (2) of this section.

Sec.  230.498A  [Amended]

0
12. Effective January 1, 2022, Sec.  230.498A is further amended by:
0
a. Removing paragraphs (b)(2)(v)(E) and (F); and
0
b. Removing and reserving paragraph (c)(3)(v)(B).

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
13. The authority citation for part 232 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq., and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *

0
14. Amend Sec.  232.11 by revising the definition of ``Related Official
Filing'' to read as follows:

Sec.  232.11   Definition of terms used in part 232.

* * * * *
    Related Official Filing. The term Related Official Filing means the
ASCII or HTML format part of the official filing with which all or part
of an Interactive Data File appears as an exhibit or, in the case of a
filing on Sec. Sec.  239.15A and 274.11A of this chapter (Form N-1A),
General Instruction C.3.(h) of Sec. Sec.  239.17a and 274.11b of this
chapter (Form N-3), General Instruction C.3.(h) of Sec. Sec.  239.17b
and 274.11c of this chapter (Form N-4), and General Instruction C.3.(h)
of Sec. Sec.  239.17c and 274.11d of this chapter (Form N-6), the ASCII
or HTML format part of an official filing that contains the information
to which an Interactive Data File corresponds.
* * * * *

0
15. Amend Sec.  232.405 by:
0
a. Revising the introductory text and paragraphs (a)(2), (a)(3)(i)
introductory text, (a)(3)(ii), and (a)(4);
0
b. Adding a heading for paragraph (b);
0
c. Revising paragraphs (b)(1) introductory text and (b)(2); and
0
d. Redesignating the Note to Sec.  232.405 as Note 2 to Sec.  232.405
and revising the newly redesignated note.
    The revisions and addition read as follows:

Sec.  232.405   Interactive Data File submissions.

    This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), paragraph (101) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Sec.  239.40 of
this chapter (Form F-10), paragraph 101 of the Instructions as to
Exhibits of Sec.  249.220f of this chapter (Form F-20), paragraph
B.(15) of the General Instructions to Sec.  249.240f of this chapter
(Form 40-F), paragraph C.(6) of the General Instructions to Sec.
249.306 of this chapter (Form 6-K), General Instruction C.3.(g) of
Sec. Sec.  239.15A and 274.11A of this chapter (Form N-1A), General
Instruction C.3.(h) of Sec. Sec.  239.17a and 274.11b of this chapter
(Form N-3), General Instruction C.3.(h) of Sec. Sec.  239.17b and
274.11c of this chapter (Form N-4), and General Instruction C.3.(h) of
Sec. Sec.  239.17c and 274.11d of this chapter (Form N-6) specify when
electronic filers are required or permitted to submit an Interactive
Data File (as defined in Sec.  232.11), as further described in the
note to this section. This section imposes content, format, and
submission requirements for an Interactive Data File, but does not
change the substantive content requirements for the financial and other
disclosures in the Related Official Filing (as defined in Sec.
232.11).
    (a) * * *
    (2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Sec.  239.40 of this chapter (Form F-10),
paragraph 101 of the Instructions as to Exhibits of Sec.  249.220f of
this chapter (Form 20-F), paragraph B.(15) of the General Instructions
to Sec.  249.240f of this chapter (Form 40-F), paragraph C.(6) of the
General Instructions to Sec.  249.306 of this chapter (Form 6-K),
General Instruction C.3.(g) of Sec. Sec.  239.15A and 274.11A of this
chapter (Form N-1A), General Instruction C.3.(h) of Sec. Sec.  239.17a
and 274.11b of this chapter (Form N-3), General Instruction C.3.(h) of
Sec. Sec.  239.17b and 274.11c of this chapter (Form N-4), or General
Instruction C.3.(h) of Sec. Sec.  239.17c and 274.11d of this chapter
(Form N-6), as applicable;
    (3) * * *
    (i) If the electronic filer is neither an open-end management
investment company registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.) nor a separate account (as defined in section
2(a)(14) of the Securities Act) (15 U.S.C. 77b(a)(14)) registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), and is not
within one of the categories specified in paragraph (f)(1)(i) of this
section, as partly embedded into a filing with the remainder
simultaneously submitted as an exhibit to:
* * * * *
    (ii) If the electronic filer is either an open-end management
investment company registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.) or a separate account (as defined in section
2(a)(14) of the Securities Act) registered under the Investment Company
Act of 1940 (15 U.S.C. 80a et seq.), and is not within one of the
categories specified in paragraph (f)(1)(ii) of this section, as partly
embedded into a filing with the remainder simultaneously submitted as
an exhibit to a filing that contains the disclosure this section
requires to be tagged; and
    (4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, either Sec.  229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S-K), paragraph (101) of Part II--Information
Not Required to be Delivered to Offerees or Purchasers of Sec.  239.40
of this chapter (Form F-10), paragraph 101 of the Instructions as to
Exhibits of Sec.  249.220f of this chapter (Form 20-F), paragraph
B.(15) of the General Instructions to Sec.  249.240f of this chapter
(Form 40-F), paragraph C.(6) of the General Instructions to Sec.
249.306 of this chapter (Form 6-K), General Instruction C.3.(g) of
Sec. Sec.  239.15A and 274.11A of this chapter (Form N-1A), General
Instruction C.3.(h) of Sec. Sec.  239.17a and 274.11b of this chapter
(Form N-3), General Instruction C.3.(h) of Sec. Sec.  239.17b and
274.11c of this chapter (Form N-4), or General Instruction C.3.(h) of
Sec. Sec.  239.17c and 274.11d of this chapter (Form N-6).
    (b) Content--categories of information presented. (1) If the
electronic filer is neither an open-end management investment company
registered under the Investment Company Act of 1940 nor a separate
account (as defined in section 2(a)(14) of the Securities Act)
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), an Interactive Data File must consist of only a complete set of
information for all periods required to be presented in the
corresponding data in the Related Official Filing, no more and no less,
from all of the following categories:
* * * * *

    (2) If the electronic filer is either an open-end management
investment company registered under the Investment Company Act of 1940
or a separate account (as defined in section 2(a)(14) of the Securities
Act) registered under the Investment Company Act of 1940 (15 U.S.C. 80a
et seq.), an Interactive Data File must consist of only a complete set
of information for all periods required to be presented in the
corresponding data in the Related Official Filing, no more and no less,
from the information set forth in:
    (i) Items 2, 3, and 4 of Sec. Sec.  239.15A and 274.11A of this
chapter (Form N-1A);
    (ii) Items 2, 4, 5, 11, 18 and 19 of Sec. Sec.  239.17a and 274.11b
of this chapter (Form N-3);
    (iii) Items 2, 4, 5, 10, and 17 of Sec. Sec.  239.17b and 274.11c
of this chapter (Form N-4); or
    (iv) Items 2, 4, 5, 10, 11 and 18 Sec. Sec.  239.17c and 274.11d of
this chapter (Form N-6) as applicable.
* * * * *

    Note 2 to Sec.  232.405: Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of Regulation S-K) specifies the circumstances
under which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with
respect to Sec.  239.11 of this chapter (Form S-1), Sec.  239.13 of
this chapter (Form S-3), Sec.  239.25 of this chapter (Form S-4),
Sec.  239.18 of this chapter (Form S-11), Sec.  239.31 of this
chapter (Form F-1), Sec.  239.33 of this chapter (Form F-3), Sec.
239.34 of this chapter (Form F-4), Sec.  249.310 of this chapter
(Form 10-K), Sec.  249.308a of this chapter (Form 10-Q), and Sec.
249.308 of this chapter (Form 8-K). Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers
of Sec.  239.40 of this chapter (Form F-10) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form F-10. Paragraph 101 of the Instructions as to
Exhibits of Sec.  249.220f of this chapter (Form 20-F) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form 20-F. Paragraph B.(15) of the General
Instructions to Sec.  249.240f of this chapter (Form 40-F) and
Paragraph C.(6) of the General Instructions to Sec.  249.306 of this
chapter (Form 6-K) specify the circumstances under which an
Interactive Data File must be submitted and the circumstances under
which it is permitted to be submitted, with respect to Sec.
249.240f of this chapter (Form 40-F) and Sec.  249.306 of this
chapter (Form 6-K). Section 229.601(b)(101) (Item 601(b)(101) of
Regulation S-K), paragraph (101) of Part II--Information not
Required to be Delivered to Offerees or Purchasers of Form F-10,
paragraph 101 of the Instructions as to Exhibits of Form 20-F,
paragraph B.(15) of the General Instructions to Form 40-F, and
paragraph C.(6) of the General Instructions to Form 6-K all prohibit
submission of an Interactive Data File by an issuer that prepares
its financial statements in accordance with 17 CFR 210.6-01 through
210.6-10 (Article 6 of Regulation S-X). For an issuer that is an
open-end management investment company or separate account
registered under the Investment Company Act of 1940 (15 U.S.C. 80a
et seq.), General Instruction C.3.(g) Sec. Sec.  239.15A and 274.11A
of this chapter (Form N-1A), General Instruction C.3.(h) of
Sec. Sec.  239.17a and 274.11b of this chapter (Form N-3), General
Instruction C.3.(h) of Sec. Sec.  239.17b and 274.11c of this
chapter (Form N-4), or General Instruction C.3.(h) of Sec. Sec.
239.17c and 274.11d of this chapter (Form N-6), as applicable,
specifies the circumstances under which an Interactive Data File
must be submitted.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
16. The authority citation for part 239 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.
* * * * *

Sec.  239.15  [Removed and Reserved]

0
17. Remove and reserve Sec.  239.15.

0
18. Amend Form N-14 (referenced in Sec.  239.23) by:
0
a. In General Instruction G, revising the second sentence;
0
b. In Item 3, replacing the phrase ``Items 2, 4(a) through (c), and 5
through 14 of Form N-3'' with ``Items 2 through 3, 5 through 16, and 18
of Form N-3'';
0
c. In Item 12(a), replacing the phrase ``Items 15 through 23 of Form N-
3'' with ``Items 20 through 26 of Form N-3''; and
0
d. In Item 13(a), replacing the phrase ``Items 15 through 23 of Form N-
3'' with ``Items 20 through 26 of Form N-3''.
    The revisions to General Instruction G read as follows:

    Note:  The text of Form N-14 does not, and this amendment will
not, appear in the Code of Federal Regulations.

[GRAPHIC] [TIFF OMITTED] TR01MY20.015

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
19. The general authority citation for part 240 continues to read as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20,
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et seq.; and
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350;
Public Law 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-
106, secs. 503 and 602, 126 Stat. 326 (2012), unless otherwise
noted.
* * * * *

0
20. Amend Sec.  240.14a-16 by revising paragraph (f)(2)(iii) to read as
follows:

Sec.  240.14a-16  Internet availability of proxy materials.

* * * * *
    (f) * * *
    (2) * * *
    (iii) In the case of an investment company registered under the
Investment Company Act of 1940, the company's prospectus, a summary
prospectus that satisfies the requirements of Sec.  230.498(b) or Sec.
230.498A(b) or (c) of this chapter, a Notice under Sec.  270.30e-3 of
this chapter, or a report that is required to be transmitted to
stockholders by section 30(e) of the Investment Company Act (15 U.S.C.
80a-29(e)) and its implementing regulations (e.g., Sec. Sec.  270.30e-1
and 270.30e-2 of this chapter); and
* * * * *

Sec.  240.14a-101  [Amended]

0
21. Amend Sec.  240.14a-101 by removing the phrase ``Item 3 of Form N-
3'' and adding in its place ``Item 4 of Form N-3'' in paragraph
(a)(3)(iv) of Item 22.

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
22. The authority citation for part 270 is amended by removing the
sectional authority for Sec.  270.6e-3(T) and adding a sectional
authority for Sec.  270.6e-3 in numerical order to read, in part, as
follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *
    Section 270.6e-3 is also issued under 15 U.S.C. 80a-5(e).
* * * * *

0
23. Amend Sec.  270.0-1 by revising paragraph (e) introductory text and
paragraph (e)(2) to read as follows:

Sec.  270.0-1  Definition of terms used in this part.

* * * * *

    (e) Definition of separate account and conditions for availability
of exemption under Sec. Sec.  270.6c-6, 270.6c-7, 270.6c-8, 270.11a-2,
270.14a-2, 270.15a-3, 270.16a-1, 270.22c-1, 270.22d-2, 270.22e-1,
270.26a-1, 270.27i-1, and 270.32a-2 (Rules 6c-6, 6c-7, 6c-8, 11a-2,
14a-2, 15a-3, 16a-1, 22c-1, 22d-2, 22e-1, 26a-1, 27i-1, and 32a-2).
* * * * *
    (2) As conditions to the availability of exemptive Rules 6c-6, 6c-
7, 6c-8, 11a-2, 14a-2, 15a-3, 16a-1, 22c-1, 22d-2, 22e-1, 26a-1, 27i-1,
and 32a-2, the separate account shall be legally segregated, the assets
of the separate account shall, at the time during the year that
adjustments in the reserves are made, have a value at least equal to
the reserves and other contract liabilities with respect to such
account, and at all other times, shall have a value approximately equal
to or in excess of such reserves and liabilities; and that portion of
such assets having a value equal to, or approximately equal to, such
reserves and contract liabilities shall not be chargeable with
liabilities arising out of any other business which the insurance
company may conduct.

0
24. Amend Sec.  270.6c-7 by revising the introductory text and removing
the parenthetical authority at the end of the section to read as
follows:

Sec.  270.6c-7  Exemptions from certain provisions of sections 22(e)
and 27 for registered separate accounts offering variable annuity
contracts to participants in the Texas Optional Retirement Program.

    A registered separate account, and any depositor of or underwriter
for such account, shall be exempt from the provisions of sections
22(e), 27(i)(2)(A), and 27(d) of the Act (15 U.S.C. 80a-22(e), 80a-
27(i)(2)(A), and 80a-27(d), respectively) with respect to any variable
annuity contract participating in such account to the extent necessary
to permit compliance with the Texas Optional Retirement Program
(``Program''), Provided, That the separate, account, depositor, or
underwriter for such account:
* * * * *

0
25. Amend Sec.  270.6c-8 by revising paragraphs (b) and (c) and
removing the parenthetical authority at the end of the section to read
as follows:

Sec.  270.6c-8  Exemptions for registered separate accounts to impose a
deferred sales load and to deduct certain administrative charges.

* * * * *
    (b) A registered separate account, and any depositor of or
principal underwriter for such account, shall be exempt from the
provisions of sections 22(c) and 27(i)(2)(A) of the Act (15 U.S.C. 80a-
22(c) and 80a-27(i)(2)(A), respectively) and Sec.  270.22c-1 (Rule 22c-
1) to the extent necessary to permit them to impose a deferred sales
load on any variable annuity contract participating in such account;
provided that the terms of any offer to exchange another contract for
the contract are in compliance with the requirements of paragraph (d)
or (e) of Sec.  270.11a-2 (Rule 11a-2).
    (c) A registered separate account, and any depositor of or
principal underwriter for such account, shall be exempt from sections
22(c) and 27(i)(2)(A) of the Act (15 U.S.C. 80a-22(c) and 80a-
27(i)(2)(A), respectively) and Sec.  270.22c-1 (Rule 22c-1) to the
extent necessary to permit them to deduct from the value of any
variable annuity contract participating in such account, upon total
redemption of the contract prior to the last day of the year, the full
annual fee for administrative services that otherwise would have been
deducted on that date.

0
26. Revise Sec.  270.6e-2 to read as follows:

Sec.  270.6e-2  Exemptions for certain variable life insurance separate
accounts.

    (a) A separate account, and the investment adviser, principal
underwriter and depositor of such separate account, shall, except for
the exemptions provided in paragraph (b) of this section, be subject to
all provisions of the Act and this part as though such separate account
were a registered investment company issuing periodic payment plan
certificates if:
    (1) Such separate account is established and maintained by a life
insurance company pursuant to the insurance laws or code of:
    (i) Any state or territory of the United States or the District of
Columbia; or
    (ii) Canada or any province thereof, if it complies to the extent
necessary with Sec.  270.7d-1 (Rule 7d-1) under the Act;
    (2) The assets of the separate account are derived solely from the
sale of variable life insurance contracts as defined in paragraph (c)
of this section, and advances made by the life insurance company which
established and maintains the separate account (``life insurer'') in
connection with the operation of such separate account;
    (3) The separate account is not used for variable annuity contracts
or for funds corresponding to dividend accumulations or other contract
liabilities not involving life contingencies;
    (4) The income, gains and losses, whether or not realized, from
assets allocated to such separate account, are, in accordance with the
applicable variable life insurance contract, credited to or charged
against such account without regard to other income, gains or losses of
the life insurer;
    (5) The separate account is legally segregated, and that portion of
its assets having a value equal to, or approximately equal to, the
reserves and other contract liabilities with respect to such separate
account are not chargeable with liabilities arising out of any other
business that the life insurer may conduct;
    (6) The assets of the separate account have, at each time during
the year that adjustments in the reserves are made, a value at least
equal to the reserves and other contract liabilities with respect to
such separate account, and at all other times, except pursuant to an
order of the Commission, have a value approximately equal to or in
excess of such reserves and liabilities; and
    (7) The investment adviser of the separate account is registered
under the Investment Advisers Act of 1940.
    (b) If a separate account meets the requirements of paragraph (a)
of this section, then such separate account and the other persons
described in paragraph (a) of this section shall be exempt from the
provisions of the Act as follows:
    (1) Section 7 (15 U.S.C. 80a-7).
    (2) Section 8 (15 U.S.C. 80a-8) to the extent that:
    (i) For purposes of paragraph (a) of section 8, the separate
account shall file with the Commission a notification on Sec.  274.301
of this chapter (Form N-6EI-1) which identifies such separate account;
and
    (ii) For purposes of paragraph (b) of section 8, the separate
account shall file with the Commission a form to be designated by the
Commission within 90 days after filing the notification on Form N-6EI-
1; provided, however, that if the fiscal year of the separate account
ends within this 90 day period the form may be filed within ninety days
after the end of such fiscal year.
    (3) Section 9 (15 U.S.C. 80a-9) to the extent that:
    (i) The eligibility restrictions of section 9(a) shall not be
applicable to those persons who are officers, directors and employees
of the life insurer or its affiliates who do not participate directly
in the management or administration of the separate account or in the
sale of variable life insurance contracts funded by such separate
account; and
    (ii) A life insurer shall be ineligible pursuant to paragraph (3)
of section 9(a) to serve as investment adviser, depositor of or
principal underwriter for a variable life insurance separate account
only if

an affiliated person of such life insurer, ineligible by reason of
paragraph (1) or (2) of section 9(a), participates directly in the
management or administration of the separate account or in the sale of
variable life insurance contracts funded by such separate account.
    (4) Section 13(a) (15 U.S.C. 80a-13(a)) to the extent that:
    (i) An insurance regulatory authority may require pursuant to
insurance law or regulation that the separate account make (or refrain
from making) certain investments which would result in changes in the
subclassification or investment policies of the separate account;
    (ii) Changes in the investment policy of the separate account
initiated by contractholders or the board of directors of the separate
account may be disapproved by the life insurer, provided that such
disapproval is reasonable and is based upon a determination by the life
insurer in good faith that:
    (A) Such change would be contrary to state law; or
    (B) Such change would be inconsistent with the investment
objectives of the separate account or would result in the purchase of
securities for the separate account which vary from the general quality
and nature of investments and investment techniques utilized by other
separate accounts of the life insurer or of an affiliated life
insurance company, which separate accounts have investment objectives
similar to the separate account; and
    (iii) Any action taken in accordance with paragraph (b)(4)(i) or
(ii) of this section and the reasons therefor shall be disclosed in the
proxy statement for the next meeting of variable life insurance
contractholders of the separate account.
    (5) Section 14(a) (15 U.S.C. 80a-14(a)).
    (6)(i) Section 15(a) (15 U.S.C. 80a-15(a)) to the extent this
section requires that the initial written contract pursuant to which
the investment adviser serves or acts shall have been approved by the
vote of a majority of the outstanding voting securities of the
registered company; provided that:
    (A) Such investment adviser is selected and a written contract is
entered into before the effective date of the registration statement
under the Securities Act of 1933, as amended, for variable life
insurance contracts which are funded by the separate account, and that
the terms of the contract are fully disclosed in such registration
statement; and
    (B) A written contract is submitted to a vote of variable life
insurance contractholders at their first meeting after the effective
date of the registration statement under the Securities Act of 1933, as
amended, on condition that such meeting shall take place within one
year after such effective date, unless the time for the holding of such
meeting shall be extended by the Commission upon written request for
good cause shown; and
    (ii) Sections 15(a), (b) and (c) (15 U.S.C. 80a-15(a), (b), and
(c)) to the extent that:
    (A) An insurance regulatory authority may disapprove pursuant to
insurance law or regulation any contract between the separate account
and an investment adviser or principal underwriter;
    (B) Changes in the principal underwriter for the separate account
initiated by contractholders or the board of directors of the separate
account may be disapproved by the life insurer; provided that such
disapproval is reasonable;
    (C) Changes in the investment adviser of the separate account
initiated by contractholders or the board of directors of the separate
account may be disapproved by the life insurer; provided that such
disapproval is reasonable and is based upon a determination by the life
insurer in good faith that:
    (1) The rate of the proposed investment advisory fee will exceed
the maximum rate that is permitted to be charged against the assets of
the separate account for such services as specified by any variable
life insurance contract funded by such separate account; or
    (2) The proposed investment adviser may be expected to employ
investment techniques which vary from the general techniques utilized
by the current investment adviser to the separate account, or advise
the purchase or sale of securities which would be inconsistent with the
investment objectives of the separate account, or which would vary from
the quality and nature of investments made by other separate accounts
of the life insurer or of an affiliated life insurance company, which
separate accounts have investment objectives similar to the separate
account; and
    (D) Any action taken in accordance with paragraph (b)(6)(ii)(A),
(B), or (C) of this section and the reasons therefor shall be disclosed
in the proxy statement for the next meeting of variable life insurance
contractholders of the separate account.
    (7) Section 16(a) (15 U.S.C. 80a-16(a)) to the extent that:
    (i) Persons serving as directors of the separate account prior to
the first meeting of such account's variable life insurance
contractholders are exempt from the requirement of section 16(a) that
such persons be elected by the holders of outstanding voting securities
of such account at an annual or special meeting called for that
purpose; provided that:
    (A) Such persons have been appointed directors of such account by
the life insurer before the effective date of the registration
statement under the Securities Act of 1933, as amended, for variable
life insurance contracts which are funded by the separate account and
are identified in such registration statement (or are replacements
appointed by the life insurer for any such persons who have become
unable to serve as directors); and
    (B) An election of directors for such account shall be held at the
first meeting of variable life insurance contractholders after the
effective date of the registration statement under the Securities Act
of 1933, as amended, relating to contracts funded by such account,
which meeting shall take place within one year after such effective
date, unless the time for holding such meeting shall be extended by the
Commission upon written request for good cause shown; and
    (ii) A member of the board of directors of such separate account
may be disapproved or removed by the appropriate insurance regulatory
authority if such person is ineligible to serve as a director of the
separate account pursuant to insurance law or regulation of the
jurisdiction in which the life insurer is domiciled.
    (8) Section 17(f) (15 U.S.C. 80a-17(f)) to the extent that the
securities and similar investments of the separate account may be
maintained in the custody of the life insurer or an insurance company
which is an affiliated person of such life insurer; provided that:
    (i) The securities and similar investments allocated to such
separate account are clearly identified as to ownership by such
account, and such securities and similar investments are maintained in
the vault of an insurance company which meets the qualifications set
forth in paragraph (b)(8)(ii) of this section, and whose procedures and
activities with respect to such safekeeping function are supervised by
the insurance regulatory authorities of the jurisdiction in which the
securities and similar investments will be held;
    (ii) The insurance company maintaining such investments must file
with an insurance regulatory authority of a State or territory of the
United States or the District of Columbia an

annual statement of its financial condition in the form prescribed by
the National Association of Insurance Commissioners, must be subject to
supervision and inspection by such authority and must be examined
periodically as to its financial condition and other affairs by such
authority, must hold the securities and similar investments of the
separate account in its vault, which vault must be equivalent to that
of a bank which is a member of the Federal Reserve System, and must
have a combined capital and surplus, if a stock company, or an
unassigned surplus, if a mutual company, of not less than $1,000,000 as
set forth in its most recent annual statement filed with such
authority;
    (iii) Access to such securities and similar investments shall be
limited to employees of or agents authorized by the Commission,
representatives of insurance regulatory authorities, independent public
accountants for the separate account, accountants for the life insurer
and to no more than 20 persons authorized pursuant to a resolution of
the board of directors of the separate account, which persons shall be
directors of the separate account, officers and responsible employees
of the life insurer or officers and responsible employees of the
affiliated insurance company in whose vault such investments are
maintained (if applicable), and access to such securities and similar
investments shall be had only by two or more such persons jointly, at
least one of whom shall be a director of the separate account or
officer of the life insurer;
    (iv) The requirement in paragraph (b)(8)(i) of this section that
the securities and similar investments of the separate account be
maintained in the vault of a qualified insurance company shall not
apply to securities deposited with insurance regulatory authorities or
deposited in a system for the central handling of securities
established by a national securities exchange or national securities
association registered with the Commission under the Securities
Exchange Act of 1934, as amended, or such person as may be permitted by
the Commission, or to securities on loan which are collateralized to
the extent of their full market value, or to securities hypothecated,
pledged, or placed in escrow for the account of such separate account
in connection with a loan or other transaction authorized by specific
resolution of the board of directors of the separate account, or to
securities in transit in connection with the sale, exchange,
redemption, maturity or conversion, the exercise of warrants or rights,
assents to changes in terms of the securities, or to other transactions
necessary or appropriate in the ordinary course of business relating to
the management of securities;
    (v) Each person when depositing such securities or similar
investments in or withdrawing them from the depository or when ordering
their withdrawal and delivery from the custody of the life insurer or
affiliated insurance company, shall sign a notation in respect of such
deposit, withdrawal or order which shall show:
    (A) The date and time of the deposit, withdrawal, or order;
    (B) The title and amount of the securities or other investments
deposited, withdrawn or ordered to be withdrawn, and an identification
thereof by certificate numbers or otherwise;
    (C) The manner of acquisition of the securities or similar
investments deposited or the purpose for which they have been
withdrawn, or ordered to be withdrawn; and
    (D) If withdrawn and delivered to another person the name of such
person. Such notation shall be transmitted promptly to an officer or
director of the separate account or the life insurer designated by the
board of directors of the separate account who shall not be a person
designated for the purpose of paragraph (b)(8)(iii) of this section.
Such notation shall be on serially numbered forms and shall be
preserved for at least one year;
    (vi) Such securities and similar investments shall be verified by
complete examination by an independent public accountant retained by
the separate account at least three times during each fiscal year, at
least two of which shall be chosen by such accountant without prior
notice to such separate account. A certificate of such accountant
stating that he has made an examination of such securities and
investments and describing the nature and extent of the examination
shall be transmitted to the Commission by the accountant promptly after
each examination; and
    (vii) Securities and similar investments of a separate account
maintained with a bank or other company whose functions and physical
facilities are supervised by Federal or state authorities pursuant to
any arrangement whereby the directors, officers, employees or agents of
the separate account or the life insurer are authorized or permitted to
withdraw such investments upon their mere receipt are deemed to be in
the custody of the life insurer and shall be exempt from the
requirements of section 17(f) so long as the arrangement complies with
all provisions of paragraph (b)(8) of this section, except that such
securities will be maintained in the vault of a bank or other company
rather than the vault of an insurance company.
    (9) Section 18(i) (15 U.S.C. 80a-18(i)) to the extent that:
    (i) For the purposes of any section of the Act which provides for
the vote of securityholders on matters relating to the investment
company:
    (A) Variable life insurance contractholders shall have one vote for
each $100 of cash value funded by the separate account, with fractional
votes allocated for amounts less than $100;
    (B) The life insurer shall have one vote for each $100 of assets of
the separate account not otherwise attributable to contractholders
pursuant to paragraph (b)(9)(i)(A) of this section, with fractional
votes allocated for amounts less than $100; provided that after the
commencement of sales of variable life insurance contracts funded by
the separate account, the life insurer shall cast its votes for and
against each matter which may be voted upon by contractholders in the
same proportion as the votes cast by contractholders; and
    (C) The number of votes to be allocated shall be determined as of a
record date not more than 90 days prior to any meeting at which such
vote is held; provided that if a quorum is not present at the meeting,
the meeting may be adjourned for up to 60 days without fixing a new
record date; and
    (ii) The requirement of this section that every share of stock
issued by a registered management investment company (except a common-
law trust of the character described in section 16(c)) shall be a
voting stock and have equal voting rights with every other outstanding
voting stock shall not be deemed to be violated by actions specifically
permitted by any provision of this section.
    (10) Section 19 (15 U.S.C. 80a-19) to the extent that the
provisions of this section shall not be applicable to any dividend or
similar distribution paid or payable pursuant to provisions of
participating variable life insurance contracts.
    (11) Sections 22(d), 22(e), and 27(i)(2)(A) (15 U.S.C. 80a-22(d),
80a-22(e), and 80a-27(i)(2)(A), respectively) and Sec.  270.22c-1 (Rule
22c-1) promulgated under section 22(c) to the extent:
    (i) That the amount payable on death and the cash surrender value
of each variable life insurance contract shall be determined on each
day during which the New York Stock Exchange is open for trading, not
less frequently than once daily as of the time of the close of

trading on such exchange; provided that the amount payable on death
need not be determined more than once each contract month if such
determination does not reduce the participation of the contract in the
investment experience of the separate account; provided further,
however, that if the net valuation premium for such contract is
transferred at least annually, then the amount payable on death need be
determined only when such net premium is transferred; and
    (ii) Necessary for compliance with this section or with insurance
laws and regulations and established administrative procedures of the
life insurer with respect to issuance, transfer and redemption
procedures for variable life insurance contracts funded by the separate
account including, but not limited to, premium rate structure and
premium processing, insurance underwriting standards, and the
particular benefit afforded by the contract; provided, however, that
any procedure or action shall be reasonable, fair and not
discriminatory to the interests of the affected contractholder and to
all other holders of contracts of the same class or series funded by
the separate account; and, further provided that any such action shall
be disclosed in the form required to be filed by the separate account
with the Commission pursuant to paragraph (b)(2)(ii) of this section.
    (12) Section 27(i)(2)(A) (15 U.S.C. 80a-27(i)(A)), to the extent
that such sections require that the variable life insurance contract be
redeemable or provide for a refund in cash; provided that such contract
provides for election by the contractholder of a cash surrender value
or certain non-forfeiture and settlement options which are required or
permitted by the insurance law or regulation of the jurisdiction in
which the contract is offered; and further provided that unless
required by the insurance law or regulation of the jurisdiction in
which the contract is offered or unless elected by the contractholder,
such contract shall not provide for the automatic imposition of any
option, including, but not limited to, an automatic premium loan, which
would involve the accrual or payment of an interest or similar charge;
    (13) Section 32(a)(2) (15 U.S.C. 80a-31(a)(2)); provided that:
    (i) The independent public accountant is selected before the
effective date of the registration statement under the Securities Act
of 1933, as amended, for variable life insurance contracts which are
funded by the separate account, and the identity of such accountant is
disclosed in such registration statement; and
    (ii) The selection of such accountant is submitted for ratification
or rejection to variable life insurance contractholders at their first
meeting after the effective date of the registration statement under
the Securities Act of 1933, as amended, on condition that such meeting
shall take place within one year after such effective date, unless the
time for the holding of such meeting shall be extended by the
Commission upon written request for good cause shown.
    (14) If the separate account is organized as a unit investment
trust, all the assets of which consist of the shares of one or more
registered management investment companies which offer their shares
exclusively to variable life insurance separate accounts of the life
insurer or of any affiliated life insurance company:
    (i) The eligibility restrictions of section 9(a) (15 U.S.C. 80a-
9(a)) shall not be applicable to those persons who are officers,
directors, and employees of the life insurer or its affiliates who do
not participate directly in the management or administration of any
registered management investment company described in paragraph (b)(14)
introductory text;
    (ii) The life insurer shall be ineligible pursuant to paragraph (3)
of section 9(a) to serve as investment adviser of or principal
underwriter for any registered management investment company described
in paragraph (b)(14) of this section only if an affiliated person of
such life insurer, ineligible by reason of paragraph (1) or (2) of
section 9(a), participates in the management or administration of such
company;
    (iii) The life insurer may vote shares of the registered management
investment companies held by the separate account without regard to
instructions from contractholders of the separate account if such
instructions would require such shares to be voted:
    (A) To cause such companies to make (or refrain from making)
certain investments which would result in changes in the sub-
classification or investment objectives of such companies or to approve
or disapprove any contract between such companies and an investment
adviser when required to do so by an insurance regulatory authority
subject to the provisions of paragraphs (b)(4)(i) and (b)(6)(ii)(A) of
this section; or
    (B) In favor of changes in investment objectives, investment
adviser of or principal underwriter for such companies subject to the
provisions of paragraphs (b)(4)(ii) and (b)(6)(ii)(B) and (C) of this
section;
    (iv) Any action taken in accordance with paragraph (b)(14)(iii)(A)
or (B) of this section and the reasons therefor shall be disclosed in
the next report to contractholders made pursuant to section 30(e) (15
U.S.C. 80a-29(e)) and Sec.  270.30e-2 (Rule 30e-2);
    (v) Any registered management investment company established by the
insurer and described in paragraph (b)(14) of this section shall be
exempt from section 14(a); and
    (vi) Any registered management investment company established by
the insurer and described in paragraph (b)(14) of this section shall be
exempt from sections 15(a), 16(a), and 32(a)(2) (15 U.S.C. 80a-15(a),
80-16(a), and 80-31(a)(2), respectively), to the extent prescribed by
paragraphs (b)(6)(i), (b)(7)(i), and (b)(13) of this section, provided
that such company complies with the conditions set forth in those
paragraphs as if it were a separate account.
    (c) When used in this section, variable life insurance contract
means a contract of life insurance, subject to regulation under the
insurance laws or code of every jurisdiction in which it is offered,
funded by a separate account of a life insurer, which contract, so long
as premium payments are duly paid in accordance with its terms,
provides for:
    (1) A death benefit and cash surrender value which vary to reflect
the investment experience of the separate account;
    (2) An initial stated dollar amount of death benefit, and payment
of a death benefit guaranteed by the life insurer to be at least equal
to such stated amount; and
    (3) Assumption of the mortality and expense risks thereunder by the
life insurer for which a charge against the assets of the separate
account may be assessed. Such charge shall be disclosed in the
prospectus and shall not be less than fifty per centum of the maximum
charge for risk assumption as disclosed in the prospectus and as
provided for in the contract.

Sec.  270.6e-3(T)   [Redesignated as Sec.  270.6e-3 and Amended]

0
27. Redesignate Sec.  270.6e-3(T) as Sec.  270.6e-3 and revise newly
redesignated Sec.  270.6e-3 to read as follows:

Sec.  270.6e-3  Exemptions for flexible premium variable life insurance
separate accounts.

    (a) A separate account, and its investment adviser, principal
underwriter and depositor, shall, except

as provided in paragraph (b) of this section, comply with all
provisions of the Investment Company Act of 1940 (15 U.S.C. 80a-1 et
seq.) and this part that apply to a registered investment company
issuing periodic payment plan certificates if:
    (1) It is a separate account within the meaning of section 2(a)(37)
of the Act (15 U.S.C. 80a-2(a)(37)) and is established and maintained
by a life insurance company pursuant to the insurance laws or code of:
    (i) Any state or territory of the United States or the District of
Columbia; or
    (ii) Canada or any province thereof, if it complies with Sec.
270.7d-1 (Rule 7d-1) under the Act (the ``life insurer'');
    (2) The assets of the separate account are derived solely from:
    (i) The sale of flexible premium variable life insurance contracts
(``flexible contracts'') as defined in paragraph (c)(1) of this
section;
    (ii) The sale of scheduled premium variable life insurance
contracts (``scheduled contracts'') as defined in paragraph (c) of
Sec.  270.6e-2 (Rule 6e-2) under the Act;
    (iii) Funds corresponding to dividend accumulations with respect to
such contracts; and
    (iv) Advances made by the life insurer in connection with the
operation of such separate account;
    (3) The separate account is not used for variable annuity contracts
or other contract liabilities not involving life contingencies;
    (4) The separate account is legally segregated, and that part of
its assets with a value approximately equal to the reserves and other
contract liabilities for such separate account are not chargeable with
liabilities arising from any other business of the life insurer;
    (5) The value of the assets of the separate account, each time
adjustments in the reserves are made, is at least equal to the reserves
and other contract liabilities of the separate account, and at all
other times approximately equals or exceeds the reserves and
liabilities; and
    (6) The investment adviser of the separate account is registered
under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.).
    (b) A separate account that meets the requirements of paragraph (a)
of this section, and its investment adviser, principal underwriter and
depositor shall be exempt with respect to flexible contracts funded by
the separate account from the following provisions of the Act:
    (1) Subject to section 26(f) of the Act, in connection with any
sales charge deducted under the flexible contract, the separate account
and other persons shall be exempt from sections 12(b), 22(c), and
27(i)(2)(A) (15 U.S.C. 80a-12(b), 80-22(c), and 80a-27(i)(2)(A),
respectively) of the Act, and Sec. Sec.  270.12b-1 (Rule 12b-1) and
270.22c-1 (Rule 22c-1) under the Act.
    (2) Section 7 (15 U.S.C. 80a-7).
    (3) Section 8 (15 U.S.C. 80a-8), to the extent that:
    (i) For purposes of paragraph (a) of section 8, the separate
account filed with the Commission a notification on Sec.  274.301 of
this chapter (Form N-6EI-1) which identifies the separate account; and
    (ii) For purposes of paragraph (b) of section 8, the separate
account shall file with the Commission the form designated by the
Commission within ninety days after filing the notification on Form N-
6EI-1; provided, however, that if the fiscal year of the separate
account end within this ninety day period, the form may be filed within
ninety days after the end of such fiscal year.
    (4) Section 9 (15 U.S.C. 80a-9), to the extent that:
    (i) The eligibility restrictions of section 9(a) shall not apply to
persons who are officers, directors or employees of the life insurer or
its affiliates and who do not participate directly in the management or
administration of the separate account or in the sale of flexible
contracts; and
    (ii) A life insurer shall be ineligible under paragraph (3) of
section 9(a) to serve as investment adviser, depositor of or principal
underwriter for the separate account only if an affiliated person of
such life insurer, ineligible by reason of paragraphs (1) or (2) of
section 9(a), participates directly in the management or administration
of the separate account or in the sale of flexible contracts.
    (5) Section 13(a) (15 U.S.C. 80a-13(a)), to the extent that:
    (i) An insurance regulatory authority may require pursuant to
insurance law or regulation that the separate account make (or refrain
from making) certain investments which would result in changes in the
subclassification or investment policies of the separate account;
    (ii) Changes in the investment policy of the separate account
initiated by its contractholders or board of directors may be
disapproved by the life insurer, if the disapproval is reasonable and
is based on a good faith determination by the life insurer that:
    (A) The change would violate state law; or
    (B) The change would not be consistent with the investment
objectives of the separate account or would result in the purchase of
securities for the separate account which vary from the general quality
and nature of investments and investment techniques used by other
separate accounts of the life insurer or of an affiliated life
insurance company with similar investment objectives; and
    (iii) Any action described in paragraph (b)(5)(i) or (ii) of this
section and the reasons for it shall be disclosed in the next
communication to contractholders, but in no case, later than twelve
months from the date of such action.
    (6) Section 14(a) (15 U.S.C. 80a-14(a)).
    (7)(i) Section 15(a) (15 U.S.C. 80a-15(a)), to the extent it
requires that the initial written contract with the investment adviser
shall have been approved by the vote of a majority of the outstanding
voting securities of the registered investment company; provided that:
    (A) The investment adviser is selected and a written contract is
entered into before the effective date of the 1933 Act registration
statement for flexible contracts, and that the terms of the contract
are fully disclosed in the registration statement; and
    (B) A written contract is submitted to a vote of contractholders at
their first meeting and within one year after the effective date of the
1933 Act registration statement, unless the Commission upon written
request and for good cause shown extends the time for the holding of
such meeting; and
    (ii) Sections 15(a), (b), and (c), to the extent that:
    (A) An insurance regulatory authority may disapprove pursuant to
insurance law or regulation any contract between the separate account
and an investment adviser or principal underwriter;
    (B) Changes in the principal underwriter for the separate account
initiated by contractholders or the board of directors of the separate
account may be disapproved by the life insurer; provided that such
disapproval is reasonable;
    (C) Changes in the investment adviser of the separate account
initiated by contractholders or the board of directors of the separate
account may be disapproved by the life insurer; provided that such
disapproval is reasonable and is based on a good faith determination by
the life insurer that:
    (1) The proposed investment advisory fee will exceed the maximum
rate specified in any flexible contract that may be charged against the
assets of the separate account for such services; or
    (2) The proposed investment adviser may be expected to employ
investment

techniques which vary from the general techniques used by the current
investment adviser to the separate account, or advise the purchase or
sale of securities which would not be consistent with the investment
objectives of the separate account, or which would vary from the
quality and nature of investments made by other separate accounts with
similar investment objectives of the life insurer or an affiliated life
insurance company; and
    (D) Any action described in paragraph (b)(7)(ii)(A), (B), or (C) of
this section and the reasons for it shall be disclosed in the next
communication to contractholders, but in no case, later than twelve
months from the date of such action.
    (8) Section 16(a) (15 U.S.C. 80a-16(a)), to the extent that:
    (i) Directors of the separate account serving before the first
meeting of the account's contractholders are exempt from the
requirement of section 16(a) that they be elected by the holders of
outstanding voting securities of the account at an annual or special
meeting called for that purpose; provided that:
    (A) Such persons were appointed directors of the account by the
life insurer before the effective date of the 1933 Act registration
statement for flexible contracts and are identified in the registration
statement (or are replacements appointed by the life insurer for any
such persons who have become unable to serve as directors); and
    (B) An election of directors for the account is held at the first
meeting of contractholders and within one year after the effective date
of the 1933 Act registration statement for flexible contracts, unless
the time for holding the meeting is extended by the Commission upon
written request and for good cause shown; and
    (ii) A member of the board of directors of the separate account may
be disapproved or removed by an insurance regulatory authority if the
person is not eligible to be a director of the separate account under
the law of the life insurer's domicile.
    (9) Section 17(f) (15 U.S.C. 80a-17(f)), to the extent that the
securities and similar investments of a separate account organized as a
management investment company may be maintained in the custody of the
life insurer or of an affiliated life insurance company; provided that:
    (i) The securities and similar investments allocated to the
separate account are clearly identified as owned by the account, and
the securities and similar investments are kept in the vault of an
insurance company which meets the qualifications in paragraph
(b)(9)(ii) of this section, and whose safekeeping function is
supervised by the insurance regulatory authorities of the jurisdiction
in which the securities and similar investments will be held;
    (ii) The insurance company maintaining such investments must file
with an insurance regulatory authority of a state or territory of the
United States or the District of Columbia an annual statement of its
financial condition in the form prescribed by the National Association
of Insurance Commissioners, must be subject to supervision and
inspection by such authority and must be examined periodically as to
its financial condition and other affairs by such authority, must hold
the securities and similar investments of the separate account in its
vault, which vault must be equivalent to that of a bank which is a
member of the Federal Reserve System, and must have a combined capital
and surplus, if a stock company, or an unassigned surplus, if a mutual
company, of not less than $1,000,000 as set forth in its most recent
annual statement filed with such authority;
    (iii) Access to such securities and similar investments shall be
limited to employees of the Commission, representatives of insurance
regulatory authorities, independent public accountants retained by the
separate account (or on its behalf by the life insurer), accountants
for the life insurer, and to no more than 20 persons authorized by a
resolution of the board of directors of the separate account, which
persons shall be directors of the separate account, officers and
responsible employees of the life insurer or officers and responsible
employees of the affiliated life insurance company in whose vault the
investments are kept (if applicable), and access to such securities and
similar investments shall be had only by two or more such persons
jointly, at least one of whom shall be a director of the separate
account or officer of the life insurer;
    (iv) The requirement in paragraph (b)(9)(i) of this section that
the securities and similar investments of the separate account be
maintained in the vault of a qualified insurance company shall not
apply to securities deposited with insurance regulatory authorities or
deposited in accordance with any rule under section 17(f), or to
securities on loan which are collateralized to the extent of their full
market value, or to securities hypothecated, pledged, or placed in
escrow for the account of such separate account in connection with a
loan or other transaction authorized by specific resolution of the
board of directors of the separate account, or to securities in transit
in connection with the sale, exchange, redemption, maturity or
conversion, the exercise of warrants or rights, assents to changes in
terms of the securities, or to other transactions necessary or
appropriate in the ordinary course of business relating to the
management of securities;
    (v) Each person when depositing such securities or similar
investments in or withdrawing them from the depository or when ordering
their withdrawal and delivery from the custody of the life insurer or
affiliated life insurance company, shall sign a notation showing:
    (A) The date and time of the deposit, withdrawal or order;
    (B) The title and amount of the securities or other investments
deposited, withdrawn or ordered to be withdrawn, and an identification
thereof by certificate numbers or otherwise;
    (C) The manner of acquisition of the securities or similar
investments deposited or the purpose for which they have been
withdrawn, or ordered to be withdrawn; and
    (D) If withdrawn and delivered to another person, the name of such
person. The notation shall be sent promptly to an officer or director
of the separate account or the life insurer designated by the board of
directors of the separate account who is not himself permitted to have
access to the securities or investments under paragraph (b)(9)(iii) of
this section. The notation shall be on serially numbered forms and
shall be kept for at least one year;
    (vi) The securities and similar investments shall be verified by
complete examination by an independent public accountant retained by
the separate account (or on its behalf by the life insurer) at least
three times each fiscal year, at least two of which shall be chosen by
the accountant without prior notice to the separate account. A
certificate of the accountant stating that he has made an examination
of such securities and investments and describing the nature and extent
of the examination shall be sent to the Commission by the accountant
promptly after each examination; and
    (vii) Securities and similar investments of a separate account
maintained with a bank or other company whose functions and physical
facilities are supervised by Federal or state authorities under any
arrangement whereby the directors, officers, employees or agents of the
separate account or the life insurer are authorized or permitted to
withdraw

such investments upon their mere receipt are deemed to be in the
custody of the life insurer and shall be exempt from the requirements
of section 17(f) so long as the arrangement complies with all
provisions of paragraph (b)(9) of this section, except that such
securities will be maintained in the vault of a bank or other company
rather than the vault of an insurance company.
    (10) Section 18(i) (15 U.S.C. 80a-18(i)), to the extent that:
    (i) For the purposes of any section of the Act which provides for
the vote of securityholders on matters relating to the investment
company:
    (A) Flexible contractholders shall have one vote for each $100 of
cash value funded by the separate account, with fractional votes
allocated for amounts less than $100;
    (B) The life insurer shall have one vote for each $100 of assets of
the separate account not otherwise attributable to contractholders
under paragraph (b)(10)(i)(A) of this section, with fractional votes
allocated for amounts less than $100; provided that after the
commencement of sales of flexible contracts, the life insurer shall
cast its votes for and against each matter which may be voted upon by
contractholders in the same proportion as the votes cast by
contractholders; and
    (C) The number of votes to be allocated shall be determined as of a
record date not more than 90 days before any meeting at which such vote
is held; provided that if a quorum is not present at the meeting, the
meeting may be adjourned for up to 60 days without fixing a new record
date; and
    (ii) The requirement of section 18(i) that every share of stock
issued by a registered management investment company (except a common-
law trust of the character described in section 16(c) (15 U.S.C. 80a-
16(c))) shall be a voting stock and have equal voting rights with every
other outstanding voting stock shall not be deemed to be violated by
actions specifically permitted by any provisions of this section.
    (11) Section 19 (15 U.S.C. 80a-19), to the extent that the
provisions of this section shall not apply to any dividend or similar
distribution paid or payable under provisions of participating flexible
contracts.
    (12) Sections 22(c), 22(d), 22(e) and 27(i)(2)(A) (15 U.S.C. 80a-
22(c)), 80a-22(d), 80a-22(e), and 80a-27(i)(2)(A), respectively) and
Sec.  270.22c-1 (Rule 22c-1) to the extent:
    (i) The cash value of each flexible contract shall be computed in
accordance with Rule 22c-1(b); provided, however, that where actual
computation is not necessary for the operation of a particular
contract, then the cash value of that contract must only be capable of
computation; and provided further that to the extent the calculation of
the cash value reflects deductions for the cost of insurance and other
insurance benefits or administrative expenses and fees or sales
charges, such deductions need only be made at such times as specified
in the contract or as necessary for compliance with insurance laws and
regulations;
    (ii) The death benefit, unless required by insurance laws and
regulations, shall be computed on any day that the investment
experience of the separate account would affect the death benefit under
the terms of the contract provided that such terms are reasonable,
fair, and nondiscriminatory; and
    (iii) Necessary to comply with this section or with insurance laws
and regulations and established administrative procedures of the life
insurer for issuance, increases in or additions of insurance benefits,
transfer and redemption of flexible contracts, including, but not
limited to, premium rate structure and premium processing, insurance
underwriting standards, and the particular benefit afforded by the
contract; provided, however, that any procedure or action shall be
reasonable, fair, and not discriminatory to the interests of the
affected contractholders and to all other holders of contracts of the
same class or series funded by the separate account; and provided
further that any such action shall be disclosed in the form filed by
the separate account with the Commission under paragraph (b)(3)(ii) of
this section.
    (13) Sections 27(i)(2)(A) and 22(c) (15 U.S.C. 80a-27(i)(2)(A) and
80a-22(c)) and Sec.  270.22c-1 (Rule 22c-1), to the extent that:
    (i) Such sections require that the flexible contract be redeemable
or provide for a refund in cash; provided that the contract provides
for election by the contractholder of a cash surrender value or certain
non-forfeiture and settlement options which are required or permitted
by the insurance law or regulation of the jurisdiction in which the
contract is offered; and provided further that unless required by the
insurance law or regulation of the jurisdiction in which the contract
is offered or unless elected by the contractholder, the contract shall
not provide for the automatic imposition of any option, including, but
not limited to, an automatic premium loan, which would involve the
accrual or payment of an interest or similar charge.
    (ii) Notwithstanding the provisions of paragraph (b)(13)(i) of this
section, if the amounts available under the contract to pay the charges
due under the contract on any contract processing day are less than
such charges due, the contract may provide that the cash surrender
value shall be applied to purchase a non-forfeiture option specified by
the life insurer in such contract; provided that the contract also
provides that Contract processing days occur not less frequently than
monthly.
    (iii) Subject to section 26(f) (15 U.S.C. 80a-26(f)), sales charges
and administrative expenses or fees may be deducted upon redemption.
    (14) Section 32(a)(2) (15 U.S.C. 80a-31(a)(2)); provided that:
    (i) The independent public accountant is selected before the
effective date of the 1933 Act registration statement for flexible
contracts, and the identity of the accountant is disclosed in the
registration statement; and
    (ii) The selection of the accountant is submitted for ratification
or rejection to flexible contractholders at their first meeting and
within one year after the effective date of the 1933 Act registration
statement for flexible contracts, unless the time for holding the
meeting is extended by order of the Commission.
    (15) If the separate account is organized as a unit investment
trust, all the assets of which consist of the shares of one or more
registered management investment companies which offer their shares
exclusively to separate accounts of the life insurer, or of any
affiliated life insurance company, offering either scheduled contracts
or flexible contracts, or both; or which also offer their shares to
variable annuity separate accounts of the life insurer or of an
affiliated life insurance company, or which offer their shares to any
such life insurance company in consideration solely for advances made
by the life insurer in connection with the operation of the separate
account; provided that the board of directors of each investment
company, constituted with a majority of disinterested directors, will
monitor such company for the existence of any material irreconcilable
conflict between the interests of variable annuity contractholders and
scheduled or flexible contractholders investing in such company; the
life insurer agrees that it will be responsible for reporting any
potential or existing conflicts to the directors; and if a conflict
arises, the life insurer will, at its own cost, remedy such conflict up
to and including establishing a new registered management investment
company and segregating the assets underlying the

variable annuity contracts and the scheduled or flexible contracts;
then:
    (i) The eligibility restrictions of section 9(a) shall not apply to
those persons who are officers, directors or employees of the life
insurer or its affiliates who do not participate directly in the
management or administration of any registered management investment
company described in paragraph (b)(15) of this section;
    (ii) The life insurer shall be ineligible under paragraph (3) of
section 9(a) to serve as investment adviser of or principal underwriter
for any registered management investment company described in paragraph
(b)(15) of this section only if an affiliated person of such life
insurer, ineligible by reason of paragraphs (1) or (2) of section 9(a),
participates in the management or administration of such company;
    (iii) For purposes of any section of the Act which provides for the
vote of securityholders on matters relating to the separate account or
the underlying registered investment company, the voting provisions of
paragraphs (b)(10)(i) and (ii) of this section apply; provided that:
    (A) The life insurer may vote shares of the registered management
investment companies held by the separate account without regard to
instructions from contractholders of the separate account if such
instructions would require such shares to be voted:
    (1) To cause such companies to make (or refrain from making)
certain investments which would result in changes in the sub-
classification or investment objectives of such companies or to approve
or disapprove any contract between such companies and an investment
adviser when required to do so by an insurance regulatory authority
subject to the provisions of paragraphs (b)(5)(i) and (b)(7)(ii)(A) of
this section; or
    (2) In favor of changes in investment objectives, investment
adviser of or principal underwriter for such companies subject to the
provisions of paragraphs (b)(5)(ii) and (b)(7)(ii)(B) and (C) of this
section;
    (B) Any action taken in accordance with paragraph
(b)(15)(iii)(A)(1) or (2) of this section and the reasons therefor
shall be disclosed in the next report contractholders made under
section 30(e) (15 U.S.C. 80a-29(e)) and Sec.  270.30e-2 (Rule 30e-2);
    (iv) Any registered management investment company established by
the life insurer and described in paragraph (b)(15) of this section
shall be exempt from section 14(a); and
    (v) Any registered management investment company established by the
life insurer and described in paragraph (b)(14) of this section shall
be exempt from sections 15(a), 16(a), and 32(a)(2) (15 U.S.C. 80a-
15(a), 80-16(a), and 80-31(a)(2), respectively), to the extent
prescribed by paragraphs (b)(7)(i), (b)(8)(i), and (b)(14) of this
section; provided that the company complies with the conditions set
forth in paragraphs (b)(7)(i), (b)(8)(i), and (b)(14) of this section
as if it were a separate account.
    (c) When used in this section:
    (1) Flexible premium variable life insurance contract means a
contract of life insurance, subject to regulation under the insurance
laws or code of every jurisdiction in which it is offered, funded by a
separate account of a life insurer, which contract provides for:
    (i) Premium payments which are not fixed by the life insurer as to
both timing and amount; provided, however, that the life insurer may
fix the timing and minimum amount of premium payments for the first two
contract periods following issuance of the contract or of an increase
in or addition of insurance benefits, and may prescribe a reasonable
minimum amount for any additional premium payment;
    (ii) A death benefit the amount or duration of which may vary to
reflect the investment experience of the separate account;
    (iii) A cash value which varies to reflect the investment
experience of the separate account; and
    (iv) There is a reasonable expectation that subsequent premium
payments will be made.
    (2) Contract period means the period from a contract issue or
anniversary date to the earlier of the next following anniversary date
(or, if later, the last day of any grace period commencing before such
next following anniversary date) or the termination date of the
contract.
    (3) Cash value means the amount that would be available in cash
upon voluntary termination of a contract by its owner before it becomes