(o) Preliminary Summary Prospectuses. The form of any Initial
Summary Prospectus and Updating Summary Prospectus that the Registrant
intends to use on or after the effective date of the registration
statement, pursuant to rule 498A under the Securities Act.
    Instruction. Registrants are required to provide the preliminary
Summary Prospectus exhibits only in connection with the filing of an
initial registration statement, or in connection with a pre-effective
amendment or a post-effective amendment filed in accordance with
paragraph (a) of rule 485 under the Securities Act.

Item 29. Directors and Officers of the Depositor

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

Item 30. Persons Controlled by or Under Common Control With the
Depositor or Registrant

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

Item 31. Indemnification

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

Item 32. Principal Underwriters

    (a) Other Activity. State the name of each investment company
(other than the Registrant) for which each principal underwriter
currently distributing the Registrant's securities also acts as a

principal underwriter, depositor, sponsor, or investment adviser.
    (b) Management. Provide the information required by the following
table with respect to each director, officer, or partner of each
principal underwriter named in the response to Item 23:

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

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

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

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

Item 33. Location of Accounts and Records

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

Item 34. Management Services

    Provide a summary of the substantive provisions of any management-
related service contract not discussed in Part A or Part B, disclosing
the parties to the contract and the total amount paid and by whom for
the Registrant's last three fiscal years.
    Instructions:
    1. The instructions to Item 21(b) of this Form shall also apply to
this Item.
    2. Exclude information about any service provided for payments
totaling less than $15,000 during each of the Registrant's last three
fiscal years.

Item 35. Fee Representation

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

Signatures

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

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

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

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

-----------------------------------------------------------------------
(Depositor)

By---------------------------------------------------------------------
(Name of officer of Depositor)

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

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

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

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

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

0
39. Revise Form N-6 (referenced in Sec. Sec.  239.17c and 274.11d) to
read as follows

    Note:  The text of Form N-6 will not appear in the Code of
Federal Regulations.

[GRAPHIC] [TIFF OMITTED] TP30NO18.008

[GRAPHIC] [TIFF OMITTED] TP30NO18.009

Contents of Form N-6

General Instructions
    A. Definitions
    B. Filing and Use of Form N-6
    C. Preparation of the Registration Statement
    D. Incorporation by Reference
Part A: Information Required in a Prospectus
    Item 1. Front and Back Cover Pages
    Item 2. Overview of the Contract
    Item 3. Key Information
    Item 4. Fee Table
    Item 5. Principal Risks of Investing in the Contract
    Item 6. General Description of Registrant, Depositor, and
Portfolio Companies
    Item 7. Charges
    Item 8. General Description of Contracts
    Item 9. Premiums
    Item 10. Standard Death Benefit
    Item 11. Other Benefits Available Under the Contract
    Item 12. Surrenders and Withdrawals
    Item 13. Loans
    Item 14. Lapse and Reinstatement
    Item 15. Taxes
    Item 16. Legal Proceedings
    Item 17. Financial Statements
    Item 18. Portfolio Companies Available Under the Contract
Part B: Information Required in a Statement of Additional
Information
    Item 19. Cover Page and Table of Contents
    Item 20. General Information and History
    Item 21. Services
    Item 22. Premiums
    Item 23. Additional Information About Operation of Contracts and
Registrant
    Item 24. Underwriters
    Item 25. Additional Information About Charges
    Item 26. Lapse and Reinstatement
    Item 27. Financial Statements
    Item 28. Illustrations
Part C: Other Information
    Item 29. Exhibits
    Item 30. Directors and Officers of the Depositor
    Item 31. Persons Controlled by or Under Common Control with the
Depositor or Registrant
    Item 32. Indemnification
    Item 33. Principal Underwriters
    Item 34. Location of Accounts and Records
    Item 35. Management Services
    Item 36. Fee Representation
Signatures

General Instructions

A. Definitions

    References to sections and rules in this Form N-6 are to the
Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (the
``Investment Company Act''), unless otherwise indicated. Terms used in
this Form N-6 have the same meaning as in the Investment Company Act or
the related rules, unless otherwise indicated. As used in this Form N-
6, the terms set out below have the following meanings:
    ``Class'' means a version of a Variable Life Insurance Contract
that varies principally with respect to distribution-related fees and
expenses.
    ``Depositor'' means the person primarily responsible for the
organization of the Registrant and the person, other than the trustee
or custodian, who has continuing functions or responsibilities for the
administration of the affairs of the Registrant. ``Depositor'' includes
the sponsoring insurance company that establishes and maintains the
Registrant. If there is more than one Depositor, the information called
for in this Form about the Depositor must be provided for each
Depositor.
    ``Portfolio Company'' means any company in which the Registrant
invests and which may be selected as an option by the contractowner.
    ``Registrant'' means the separate account (as defined in section
2(a)(37) of the Investment Company Act [15 U.S.C. 80a-2(a)(37)]) that
offers the Variable Life Insurance Contracts.
    ``SAI'' means the Statement of Additional Information required by
Part B of this Form.
    ``Securities Act'' means the Securities Act of 1933 [15 U.S.C. 77a
et seq.].
    ``Securities Exchange Act'' means the Securities Exchange Act of
1934 [15 U.S.C. 78a et seq.].
    ``Statutory Prospectus'' means a prospectus that satisfies the
requirements of section 10(a) of the Securities Act [15 U.S.C. 77j(a)].
    ``Summary Prospectus'' has the meaning provided by paragraph
(a)(12) of rule 498A under the Securities Act [17 CFR 230.498A(a)(12)].
    ``Variable Life Insurance Contract'' or ``Contract'' means a life
insurance contract that provides for death benefits and cash values
that may vary with the investment experience of any separate

account. Unless the context otherwise requires, ``Variable Life
Insurance Contract'' or ``Contract'' refers to the Variable Life
Insurance Contracts being offered pursuant to the registration
statement prepared on this Form.

B. Filing and Use of Form N-6

1. What is Form N-6 used for?
    Form N-6 is used by all separate accounts organized as unit
investment trusts and offering Variable Life Insurance Contracts to
file:
    (a) An initial registration statement under the Investment Company
Act and any amendments to the registration statement;
    (b) An initial registration statement required under the Securities
Act and any amendments to the registration statement, including
amendments required by section 10(a)(3) of the Securities Act [15
U.S.C. 77j(a)(3)]; or
    (c) Any combination of the filings in paragraph (a) or (b).
2. What is included in the registration statement?
    (a) For registration statements or amendments filed under both the
Investment Company Act and the Securities Act or only under the
Securities Act, include the facing sheet of the Form, Parts A, B, and
C, and the required signatures.
    (b) For registration statements or amendments filed only under the
Investment Company Act, include the facing sheet of the Form, responses
to all Items of Parts A (except Items 1, 4, 5, 10, and 17), B, and C
(except Items 29(c), (k), (l), (n), and (o)), and the required
signatures.
3. What are the fees for Form N-6?
    No registration fees are required with the filing of Form N-6 to
register as an investment company under the Investment Company Act or
to register securities under the Securities Act. If Form N-6 is filed
to register securities under the Securities Act and securities are sold
to the public, registration fees must be paid on an ongoing basis after
the end of the Registrant's fiscal year. See section 24(f) [15 U.S.C.
80a-24(f)] and related rule 24f-2 [17 CFR 270.24f-2].
4. What rules apply to the filing of a registration statement on Form
N-6?
    (a) For registration statements and amendments filed under both the
Investment Company Act and the Securities Act or under only the
Securities Act, the general rules regarding the filing of registration
statements in Regulation C under the Securities Act [17 CFR 230.400-
230.498A] apply to the filing of registration statements on Form N-6.
Specific requirements concerning investment companies appear in rules
480-485 and 495-498A of Regulation C.
    (b) For registration statements and amendments filed only under the
Investment Company Act, the general provisions in rules 8b-1--8b-32 [17
CFR 270.8b-1 to 270.8b-32] apply to the filing of registration
statements on Form N-6.
    (c) The plain English requirements of rule 421 under the Securities
Act [17 CFR 230.421] apply to prospectus disclosure in Part A of Form
N-6.
    (d) Regulation S-T [17 CFR 232.10-232.903] applies to all filings
on the Commission's Electronic Data Gathering, Analysis, and Retrieval
system (``EDGAR'').

C. Preparation of the Registration Statement

1. Administration of the Form N-6 Requirements
    (a) The requirements of Form N-6 are intended to promote effective
communication between the Registrant and prospective investors. A
Registrant's prospectus should clearly disclose the fundamental
features and risks of the Variable Life Insurance Contracts, using
concise, straightforward, and easy to understand language. A Registrant
should use document design techniques that promote effective
communication.
    (b) The prospectus disclosure requirements in Form N-6 are intended
to elicit information for an average or typical investor who may not be
sophisticated in legal or financial matters. The prospectus should help
investors to evaluate the risks of an investment and to decide whether
to invest in a Variable Life Insurance Contract by providing a balanced
disclosure of positive and negative factors. Disclosure in the
prospectus should be designed to assist an investor in comparing and
contrasting a Variable Life Insurance Contract with other Contracts.
    (c) Responses to the Items in Form N-6 should be as simple and
direct as reasonably possible and should include only as much
information as is necessary to enable an average or typical investor to
understand the particular characteristics of the Variable Life
Insurance Contracts. The prospectus should avoid including lengthy
legal and technical discussions and simply restating legal or
regulatory requirements to which Contracts generally are subject.
Brevity is especially important in describing the practices or aspects
of the Registrant's operations that do not differ materially from those
of other separate accounts. Avoid excessive detail, technical or legal
terminology, and complex language. Also avoid lengthy sentences and
paragraphs that may make the prospectus difficult for many investors to
understand and detract from its usefulness.
    (d) The requirements for prospectuses included in Form N-6 will be
administered by the Commission in a way that will allow variances in
disclosure or presentation if appropriate for the circumstances
involved while remaining consistent with the objectives of Form N-6.
2. Form N-6 Is Divided Into Three Parts
    (a) Part A. Part A includes the information required in a
Registrant's prospectus under section 10(a) of the Securities Act. The
purpose of the prospectus is to provide essential information about the
Registrant and the Variable Life Insurance Contracts in a way that will
help investors to make informed decisions about whether to purchase the
securities described in the prospectus. In responding to the Items in
Part A, avoid cross-references to the SAI. Cross-references within the
prospectus are most useful when their use assists investors in
understanding the information presented and does not add complexity to
the prospectus.
    (b) Part B. Part B includes the information required in a
Registrant's SAI. The purpose of the SAI is to provide additional
information about the Registrant and the Variable Life Insurance
Contracts that the Commission has concluded is not necessary or
appropriate in the public interest or for the protection of investors
to be in the prospectus, but that some investors may find useful. Part
B affords the Registrant an opportunity to expand discussions of the
matters described in the prospectus by including additional information
that the Registrant believes may be of interest to some investors. The
Registrant should not duplicate in the SAI information that is provided
in the prospectus, unless necessary to make the SAI comprehensible as a
document independent of the prospectus.
    (c) Part C. Part C includes other information required in a
Registrant's registration statement.
3. Additional Matters
    (a) Organization of Information. Organize the information in the
prospectus and SAI to make it easy for investors to understand.
Notwithstanding rule 421(a) under the

Securities Act [17 CFR 230.421(a)] regarding the order of information
required in a prospectus, disclose the information required by Item 2
(Overview of the Contract) and Item 3 (Key Information), and Item 4
(Fee Table) in numerical order at the front of the prospectus. Do not
precede Items 2, 3, and 4 with any other Item except the Cover Page
(Item 1), a glossary, if any (General Instruction C.3.(d)), or a table
of contents meeting the requirements of rule 481(c) under the
Securities Act [17 CFR 230.481(c)]. If the discussion of the
information required by Items 2 or 3 also responds to disclosure
requirements in other items of the prospectus, a Registrant need not
include additional disclosure in the prospectus that repeats the
information disclosed in response to those items.
    (b) Other Information. A Registrant may include, except in response
to Items 2 and 3, information in the prospectus or the SAI that is not
otherwise required so long as the information is not incomplete,
inaccurate, or misleading and does not, because of its nature,
quantity, or manner of presentation, obscure or impede understanding of
the information that is required to be included. For example,
Registrants are free to include in the prospectus financial statements
required to be in the SAI, and may include in the SAI financial
statements that may be placed in Part C.
    (c) Presentation of Information. To aid investor comprehension,
Registrants are encouraged to use, as appropriate, question-and-answer
formats, tables, side-by-side comparisons, captions, bullet points,
numeric examples, illustrations or similar presentation methods. For
example, such presentation methods would be appropriate when presenting
disclosure for similar Contract features, prospectuses describing
multiple Variable Life Insurance Contracts, or the operation of
optional benefits.
    (d) Definitions. Define the special terms used in the prospectus
(e.g., accumulation unit, contractowner, participant, sub-account,
etc.) in any presentation that clearly conveys meaning to investors. If
the Registrant elects to include a glossary or list of definitions,
only special terms used throughout the prospectus must be defined or
listed. If a special term is used in only one section of the
prospectus, it may be defined there (and need not be included in any
glossary or list of definitions that the Registrant includes).
    (e) Use of Form N-6 to Register Multiple Contracts.
    (i) A single prospectus may describe multiple Contracts that are
essentially identical. Whether the prospectus describes Contracts that
are ``essentially identical'' will depend on the facts and
circumstances. For example, a Contract that does not offer optional
benefits would not be essentially identical to one that does.
Similarly, group and individual Contracts would not be essentially
identical. However, Contracts that vary only due to state regulatory
requirements would be essentially identical.
    (ii) Similarly, multiple prospectuses may be combined in a single
registration statement on Form N-6 when the prospectuses describe
Contracts that are essentially identical. For example, a Registrant
could determine it is appropriate to include multiple prospectuses in a
registration statement in the following situations: (i) The
prospectuses describe the same Contract that is sold through different
distribution channels; (ii) the prospectuses describe Contracts that
differ only with respect to underlying funds offered; or (iii) the
prospectuses describe both the original and an ``enhanced'' version of
the same Contract (where the ``enhanced'' version modifies the features
or options that the Registrant offers under that Contract).
    (iii) Paragraph (a) of General Instruction C.3 requires Registrants
to disclose the information required by Items 2, 3, and 4 in numerical
order at the front of the prospectus and generally not to precede the
Items with other information. As a general matter, Registrants
providing disclosure in a single prospectus for more than one Variable
Life Contract, or for Contracts sold in both the group and individual
markets, may depart from the requirement of paragraph (a) as necessary
to present the required information clearly and effectively (although
the order of information required by each Item must remain the same).
For example, the prospectus may present all of the Item 2 information
for several Variable Life Contracts, followed by all of the Item 3
information for the Contracts, and followed by all of the Item 4
information for the Contracts. Alternatively, the prospectus may
present Items 2, 3, and 4 for each of several Contracts sequentially.
Other presentations also would be acceptable if they are consistent
with the Form's intent to disclose the information required by Items 2,
3, and 4 in a standard order at the beginning of the prospectus.
    (f) Dates. Rule 423 under the Securities Act [17 CFR 230.423]
applies to the dates of the prospectus and the SAI. The SAI should be
made available at the same time that the prospectus becomes available
for purposes of rules 430 and 460 under the Securities Act [17 CFR
230.430 and 230.460].
    (g) Sales Literature. A Registrant may include sales literature in
the prospectus so long as the amount of this information does not add
substantial length to the prospectus and its placement does not obscure
essential disclosure.
    (h) Interactive Data File
    (i) An Interactive Data File (Sec.  232.11 of this chapter) is
required to be submitted to the Commission in the manner provided by
Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) for any
registration statement or post-effective amendment thereto on Form N-6
that includes or amends information provided in response to Items 3, 4,
5, 11, or 18.
    (A) Except as required by paragraph (h)(i)(B), the Interactive Data
File must be submitted as an amendment to the registration statement to
which the Interactive Data File relates. The amendment must be
submitted on or before the date the registration statement or post-
effective amendment that contains the related information becomes
effective.
    (B) In the case of a post-effective amendment to a registration
statement filed pursuant to paragraphs (b)(1)(i), (ii), (v), (vi), or
(vii) of rule 485 under the Securities Act [17 CFR 230.485(b)], the
Interactive Data File must be submitted either with the filing, or as
an amendment to the registration statement to which the Interactive
Data Filing relates that is submitted on or before the date the post-
effective amendment that contains the related information becomes
effective.
    (ii) An Interactive Data File is required to be submitted to the
Commission in the manner provided by rule 405 of Regulation S-T for any
form of prospectus filed pursuant to paragraphs (c) or (e) of rule 497
under the Securities Act [17 CFR 230.497(c) or (e)] that includes
information provided in response to Items 3, 4, 5, 11, or 18 that
varies from the registration statement. The Interactive Data File must
be submitted with the filing made pursuant to rule 497.
    (iii) The Interactive Data File must be submitted in accordance
with the specifications in the EDGAR Filer Manual, and in such a manner
that will permit the information for each Contract, and, for any
information that does not relate to all of the Classes in a filing,
each Class of the Contract to be separately identified.

    (i) Website Addresses and Cross-References. Any website address or
cross-reference that is included in an electronic version of the
Statutory Prospectus must be an active hyperlink. This requirement does
not apply to Statutory Prospectuses that are filed on the EDGAR system.
Rule 105 of Regulation S-T [17 CFR 232.405] prohibits hyperlinking to
websites, locations, or other documents that are outside of the EDGAR
system.

D. Incorporation by Reference

1. Specific Rules for Incorporation by Reference in Form N-6
    (a) A Registrant may not incorporate by reference into a prospectus
information that Part A of this Form requires to be included in a
prospectus, except as specifically permitted by Part A of the Form.
    (b) A Registrant may incorporate by reference any or all of the SAI
into the prospectus (but not to provide any information required by
Part A to be included in the prospectus) without delivering the SAI
with the prospectus.
    (c) A Registrant may incorporate by reference into the SAI or its
response to Part C information that Parts B and C require to be
included in the Registrant's registration statement.
2. General Requirements
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
10(d) of Regulation S-K under the Securities Act [17 CFR 229.10(d)]
(general rules on incorporation by reference, which, among other
things, prohibit, unless specifically required by this Form,
incorporating by reference a document that includes incorporation by
reference to another document, and limits incorporation to documents
filed within the last 5 years, with certain exceptions); rule 411 under
the Securities Act [17 CFR 230.411] (general rules on incorporation by
reference in a prospectus); rule 303 of Regulation S-T [17 CFR 232.303]
(specific requirements for electronically filed documents); and rules
0-4, 8b-23, and 8b-32 [17 CFR 270.0-4, 270.8b-23, and 270.8b-32]
(additional rules on incorporation by reference for investment
companies).

Part A--Information Required in a Prospectus

Item 1. Front and Back Cover Pages

    (a) Front Cover Page. Include the following information on the
outside front cover page of the prospectus:
    (1) The Registrant's name.
    (2) The Depositor's name.
    (3) The types of Variable Life Insurance Contracts offered by the
prospectus (e.g., group, individual, scheduled premium, flexible
premium).
    (4) The name of the Contract and the Class or Classes, if any, to
which the Contract relates.
    (5) The date of the prospectus.
    (6) The statement required by rule 481(b)(1) under the Securities
Act.
    (7) The statement that additional information about certain
investment products, including variable life insurance, has been
prepared by the Securities and Exchange Commission's staff and is
available at Investor.gov.
    (8) The legend: ``If you are a new investor in the [Contract], you
may cancel your [Contract] within 10 days of receiving it without
paying fees or penalties. In some states, this cancellation period may
be longer. Upon cancellation, you will receive either a full refund of
the amount you paid with your application or your total contract value.
You should review this prospectus, or consult with your investment
professional, for additional information about the specific
cancellation terms that apply.''
    Instruction. A Registrant may include on the front cover page any
additional information, subject to the requirements of General
Instruction C.3.(b) and (c).
    (b) Back Cover Page. Include the following information on the
outside back cover page of the prospectus:
    (1) A statement that the SAI includes additional information about
the Registrant. Explain that the SAI is available, without charge, upon
request, and explain how contractowners may make inquiries about their
Contracts. Provide a toll-free (or collect) telephone number for
investors to call: To request the SAI; to request other information
about the Contracts; and to make contractowner inquiries.
    Instructions.
    1. A Registrant may indicate, if applicable, that the SAI and other
information are available on its internet site and/or by email request.
    2. A Registrant may indicate, if applicable, that the SAI and other
information are available from an insurance agent or financial
intermediary (such as a broker-dealer or bank) through which the
Contracts may be purchased or sold.
    3. When a Registrant (or an insurance agent or financial
intermediary through which Contracts may be purchased or sold) receives
a request for the SAI, the Registrant (or insurance agent or financial
intermediary) must send the SAI within 3 business days of receipt of
the request, by first-class mail or other means designed to ensure
equally prompt delivery.
    (2) A statement whether and from where information is incorporated
by reference into the prospectus as permitted by General Instruction D.
Unless the information is delivered with the prospectus, explain that
the Registrant will provide the information without charge, upon
request (referring to the telephone number provided in response to
paragraph (b)(i)).
    Instruction. The Registrant may combine the information about
incorporation by reference with the statements required under paragraph
(b)(i).
    (3) A statement that reports and other information about the
Registrant are available on the Commission's internet site at http://www.sec.gov, and that copies of this information may be obtained, upon
payment of a duplicating fee, by electronic request at the following
email address: [email protected].
    (4) The EDGAR contract identifier for the Contract on the bottom of
the back cover page in type size smaller than that generally used in
the prospectus (e.g., 8-point modern type).

Item 2. Overview of the Contract

    Provide a concise description of the Contract, including the
following information:
    (a) Purpose. Briefly describe the purpose(s) of the Contract (e.g.,
to help the contractowner accumulate assets through an investment
portfolio, to provide or supplement the contractowner's retirement
income, to provide death and/or other benefits). State for whom the
Contract may be appropriate (e.g., by discussing a representative
investor's time horizon, liquidity needs, and financial goals).
    (b) Premiums. Briefly describe the payment of premiums under the
Contract.
    (1) State whether premiums may vary in timing and amount (e.g.,
flexible premiums).
    (2) State whether restrictions may be imposed on premium payments
(e.g., by age of insured, or by amount).
    (3) Describe how premiums may be allocated. This discussion should
include a brief overview of the investment options available under the
Contract, as well as any general (fixed) account options.
    Instructions.
    1. Prominently disclose that additional information about each
Portfolio Company is provided in an appendix to the prospectus, and
provide a cross-reference to the relevant appendix.

    2. A detailed explanation of the separate account, sub-accounts,
and Portfolio Companies is not necessary and should be avoided.
    (4) State that payment of insufficient premiums may result in a
lapse of the Contract.
    (c) Contract Features. Summarize the Contract's primary features,
including death benefits, withdrawal options, loan provisions, and any
available optional benefits. If applicable, state that the
contractowner will incur an additional fee for selecting a particular
benefit.

Item 3. Key Information

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

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

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

    Instructions.
    1. General.
    (a) A Registrant should disclose the required information in the
tabular presentation(s) reflected herein, in the order specified. A
Registrant may exclude any disclosures that are not applicable, or
modify any of the statements required to be included, so long as the
modified statement contains comparable information.
    (b) A Registrant should provide cross-references to the location in
the Statutory Prospectus where the subject matter is described in
greater detail. Cross-references in electronic versions of the Summary
Prospectus and/or Statutory Prospectus should link directly to the
location in the Statutory Prospectus where the subject matter is
discussed in greater detail. The cross-reference should be adjacent to
the relevant disclosure, either within the table row, or presented in
an additional table column.
    (c) All disclosures provided in response to this Item 3 should be
short and succinct, consistent with the limitations of a tabular
presentation.
    2. Fees and Expenses.
    (a) Surrender Charges (charges for early withdrawal). Include a
statement that if the contractowner withdraws money from the Contract
within [x] years following his or her last premium payment, he or she
will be assessed a surrender charge. Include in this statement the
maximum surrender charge (as a percentage of [contribution/premium or
amount surrendered]), and the maximum number of years that a surrender
charge may be assessed since the last premium payment under the
contract. Provide an example of the maximum surrender charge a
contractowner could pay (in dollars) under the Contract assuming a
$100,000 investment (e.g., ``[i]f you make an early withdrawal, you
could pay a surrender charge of up to $9,000 on a $100,000
investment.'').
    (b) Transaction Charges (charges for certain transactions). State
that in addition to surrender charges (if applicable) the contractowner
may also be charged for other transactions, and provide a brief
narrative description of the types of such charges (e.g., front-end
loads, charges for transferring cash value between investment options,
charges for wire transfers, etc.).
    (c) Ongoing Fees and Expenses (annual charges).
    (i) Briefly state that in addition to surrender charges and
transaction charges, an investment in the Contract is subject to
certain ongoing fees and expenses, including fees and expenses covering
the cost of insurance under the Contract and the cost of optional
benefits available under the Contract, and that such fees and expenses
are set based on characteristics of the insured (e.g., age, sex, and
rating classification). State that contractowners should view the
policy specifications page of their Contract for rates applicable to
their Contract.
    (ii) Briefly state that contractowners will also bear expenses
associated with the Portfolio Companies under the Contract, as shown in
the following table:

----------------------------------------------------------------------------------------------------------------
                                  Annual fee                                        Minimum          Maximum
----------------------------------------------------------------------------------------------------------------
Investment options (Portfolio Company fees and expenses)......................            [ ]%             [ ]%
----------------------------------------------------------------------------------------------------------------

    (A) Explain, in a parenthetical or footnote to the table or the
caption, the basis for the percentage (e.g., % of net asset value).
    (B) If a Registrant offers multiple Portfolio Companies, it should
disclose the minimum and maximum ``Total Annual [Portfolio Company]
Operating Expenses'' calculated in accordance with Item 3 of Form N-1A
(before expense reimbursements or fee waiver arrangements).
    (C) The Minimum Annual Fee means the lowest available current fee
for each annual fee category (i.e., the lowest Total Annual Portfolio
Company Operating Expense). The Maximum Annual Fee means the highest
available current fee for each annual fee category (i.e., the highest
Portfolio Company Total Operating Expense).
    3. Risks.
    (a) Risk of Loss. State that a contractowner can lose money by
investing in the Contract.
    (b) Not a Short-Term Investment. State that a Contract is not a
short-term investment vehicle and is not appropriate for an investor
who needs ready access to cash, accompanied by a brief explanation.
    (c) Risks Associated with Investment Options. State that an
investment in the Contract is subject to the risk of poor investment
performance and can vary depending on the performance of the investment
options available under the Contract (e.g., Portfolio Companies, as
well as any fixed account investment option), that each investment
option will have its own unique risks, and that the contractowner
should review a Portfolio Company's prospectus before making an
investment decision.
    (d) Insurance Company Risks. State that an investment in the
Contract is

subject to the risks related to the Depositor, including that any
obligations, guarantees, or benefits are subject to the claims-paying
ability of the Depositor. If applicable, further state that more
information about the Depositor, including its financial strength
ratings, is available upon request from the Registrant.
    Instruction. A Registrant may include the Depositor's financial
strength rating(s) and omit the disclosures contemplated by the last
sentence of Instruction 3.(d).
    (e) Contract Lapse. Briefly state (1) the circumstances under which
the Contract may lapse (e.g., insufficient premium payments, poor
investment performance, withdrawals, unpaid loans or loan interest),
(2) whether there is a cost associated with reinstating a lapsed
Contract, and (3) that death benefits will not be paid if the Contract
has lapsed.
    4. Restrictions.
    (a) Investment Options. State whether there are any restrictions
that may limit the investment options that a contractowner may choose,
as well as any limitations on the transfer of contract value among
Portfolio Companies. If applicable, state that the insurer reserves the
right to remove or substitute Portfolio Companies as investment
options.
    (b) Optional Benefits. State whether there are any restrictions or
limitations relating to optional benefits, and/or whether an optional
benefit may be modified or terminated by the Registrant. If applicable,
state that withdrawals may affect the availability of optional benefits
by reducing the benefit by an amount greater than the value withdrawn,
and/or could terminate a benefit.
    5. Taxes--Tax Implications. State that a contractowner should
consult with a tax professional to determine the tax implications of an
investment in and payments received under the Contract, and that there
is no additional tax benefit to the contractowner if the Contract is
purchased through a tax-qualified plan or individual retirement account
(IRA). Explain that withdrawals will be subject to ordinary income tax,
and may be subject to tax penalties.
    6. Conflicts of Interest.
    (a) Investment Professional Compensation. State that some
investment professionals receive compensation for selling the Contract
to investors, and briefly describe the basis upon which such
compensation is typically paid (e.g., commissions, revenue sharing,
compensation from affiliates and third parties). State that these
investment professionals may have a financial incentive to offer or
recommend the Contract over another investment for which the investment
professional is not compensated (or compensated less).
    (b) Exchanges. State that some investment professionals may have a
financial incentive to offer a contractowner a new contract in place of
the one he or she already owns, and that a contractowner should only
exchange his or her contract if he or she determines, after comparing
the features, fees, and risks of both contracts, that it is preferable
for him or her to purchase the new contract rather than continue to own
the existing contract.
    Instruction. A Registrant may omit these line-items if neither the
Registrant nor any of its related companies pay financial
intermediaries for the sale of the Contract or related services.

Item 4. Fee Table

    Include the following information:
    The following tables describe the fees and expenses that you will
pay when buying, owning, and surrendering the Contract. Please refer to
your contract specifications page for information about the specific
fees you will pay each year based on the options you have elected.
    The first table describes the fees and expenses that you will pay
at the time that you buy the Contract, surrender the Contract, or
transfer cash value between investment options.

                            Transaction Fees
------------------------------------------------------------------------
                                 When charge is
           Charge                   deducted           Amount deducted
------------------------------------------------------------------------
Maximum Sales Charge Imposed
 on Premiums (Load).
Premium Taxes...............
Maximum Deferred Sales
 Charge (Load).
Other Surrender Fees........
Transfer Fees...............
------------------------------------------------------------------------

    The next table describes the fees and expenses that you will pay
periodically during the time that you own the Policy, not including
[Portfolio Company] fees and expenses.

   Periodic Charges Other Than [Portfolio Company] Operating Expenses
------------------------------------------------------------------------
                                 When charge is
           Charge                   deducted           Amount deducted
------------------------------------------------------------------------
Base Contract Charge:
    Cost of Insurance: *....
    Minimum and Maximum
     Charge.
    Charge for a
     [Representative
     Contractowner].
    Annual Maintenance Fee..
    Mortality and Expense
     Risk Fees.
    Administrative Fees.....
Optional Benefit Charges:
------------------------------------------------------------------------
* [Footnote: Include disclosure required by Instruction 3(b).]

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

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

    Instructions.
    1. General.
    (a) Round all percentages to the nearest hundredth of one percent.
    (b) Include the narrative explanations in the order indicated. A
Registrant may modify a narrative explanation if the explanation
contains comparable information to that shown.
    (c) A Registrant may omit captions if the Registrant does not
charge the fees or expenses covered by the captions. A Registrant may
modify or add captions if the captions shown do not provide an accurate
description of the Registrant's fees and expenses.
    (d) If a Registrant uses one prospectus to offer a Contract in both
the group and individual variable life markets, the Registrant may
include narrative disclosure in a footnote or following the tables
identifying markets where certain fees are either inapplicable or
waived or lower fees are charged. In the alternative, a Registrant may
present the information for group and individual contracts in another
format consistent with General Instruction C.3.(c).
    (e) The ``When Charge is Deducted'' column must be used to show
when a charge is deducted, e.g., upon purchase, surrender or partial
surrender, policy anniversary, monthly, or daily.
    (f) Under the ``Amount Deducted'' column, the Registrant must
disclose the maximum guaranteed charge unless a specific instruction
directs otherwise. The Registrant should include the basis on which the
charge is imposed (e.g., 0.95% of average daily net assets, $5 per
exchange, $5 per thousand dollars of face amount). The Registrant may
disclose the current charge, in addition to the maximum charge, if the
disclosure of the current charge is no more prominent than, and does
not obscure or impede understanding of, the disclosure of the maximum
charge. In addition, the Registrant may include in a footnote to the
table a tabular, narrative, or other presentation providing further
detail regarding variations in the charge. For example, if deferred
sales charges decline over time, the Registrant may include in a
footnote a presentation regarding the scheduled reductions in the
deferred sales charges. Charges assessed on the basis of the face
amount should be disclosed as the charge per $1000 of face amount.
    (g) Provide a separate fee table (or separate column within the
table) for each Contract form offered by the prospectus that has
different fees.
    (h) In a Contract with more than one class, provide a separate
response for each class.
    2. Transaction Fees.
    (a) ``Other Surrender Fees'' include any fees charged for surrender
or partial surrender, other than sales charges imposed upon surrender
or partial surrender.
    (b) ``Transfer Fees'' include any fees charged for any transfer or
exchange of cash value from the Registrant to another investment
company, from one sub-account of the Registrant to another sub-account
or the Depositor's general account, or from the Depositor's general
account to the Registrant.
    (c) If the Registrant (or any other party pursuant to an agreement
with the Registrant) charges any other transaction fee, add another
caption describing it and complete the other columns of the table for
that fee.
    3. Periodic Charges Other Than [Portfolio Company] Operating
Expenses.
    (a) The Registrant may substitute the term used in the prospectus
to refer to the Portfolio Companies for the bracketed portion of the
caption provided.
    (b) For ``Cost of Insurance'' and any other charges that depend on
contractowner characteristics, such as age or rating classification,
the Registrant should disclose the minimum and maximum charges that may
be imposed for a Contract, and the charges that may be paid by a
representative contractowner, using appropriate sub-captions. In a
footnote to the table, disclose (i) that the cost of insurance or other
charge varies based on individual characteristics; (ii) that the cost
of insurance charge or other charge shown in the table may not be
representative of the charge that a particular contractowner will pay;
and (iii) how the contractowner may obtain more information about the
particular cost of insurance or other charges that would apply to him
or her.
    (i) In disclosing cost of insurance or other charges that depend on
contractowner characteristics for a representative contractowner, the
Registrant should assume characteristics (e.g., sex, age, and rating
classification) that are fairly representative of actual or expected
Contract sales, and describe these characteristics in the sub-caption
for the charge (e.g., ``charge for a 40-year-old non-smoking female'').
The rating classification used for the representative contractowner
should be the classification with the greatest number of outstanding
Contracts (or expected Contracts in the case of a new Contract), unless
this rating classification is not fairly representative of actual or
expected Contract sales. In this case, the Registrant should use a
commonly used rating classification that is fairly representative of
actual or expected Contract sales.
    (ii) The Registrant may supplement this disclosure of the minimum
charges, maximum charges, and charges for a representative
contractowner with additional disclosure immediately following the fee
table. For example, the additional disclosure may include an
explanation of the factors that affect the cost of insurance or other
charge or tables showing the cost of insurance or other charge for a
spectrum of representative contractowners.
    (c) ``[Annual] Maintenance Fee'' includes any Contract, account, or
similar fee imposed on any recurring basis. Any non-recurring Contract,
account, or similar fee should be included in the ``Transaction Fees''
table.
    (d) ``Mortality and Expense Risk Fees'' may be listed separately on
two lines in the table.
    (e) A Registrant may consolidate any charges that are assessed on a
similar basis (e.g., Administrative charges and Mortality and Expense
Risk Fees).
    (f) Optional Benefits expenses include any optional features (e.g.,
terminal illness or term insurance riders) offered under the Contract
for an additional charge.
    (g) If the Registrant (or any other party pursuant to an agreement
with the Registrant) imposes any other recurring charge other than
annual Portfolio Company Operating Expenses, add

another caption describing it and complete the other columns of the
table for that charge.
    4. Total Annual [Portfolio Company] Operating Expenses.
    (a) If a Registrant offers multiple Portfolio Companies, it should
disclose the minimum and maximum ``Total Annual [Portfolio Company]
Operating Expenses'' for any Portfolio Company calculated in accordance
with Item 3 of Form N-1A (before expense reimbursements or fee waiver
arrangements).
    (b) A Registrant may also reflect minimum and maximum Total
[Portfolio Company] Operating Expenses that include expense
reimbursement or fee waiver arrangements in an additional line-item to
the range of portfolio company operating expenses. If the Registrant
provides this disclosure, also disclose the period for which the
expense reimbursement or fee waiver arrangement is expected to
continue, and, if applicable, that it can be terminated at any time at
the option of a portfolio company.

Item 5. Principal Risks of Investing in the Contract

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

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

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

Item 7. Charges

    (a) Description. Briefly describe all charges deducted from
premiums, cash value, assets of the Registrant, or any other source
(e.g., sales loads, premium taxes and other taxes, administrative and
transaction charges, risk charges, contract loan charges, cost of
insurance, and rider charges). Indicate whether each charge will be
deducted from premium payments, cash value, the Registrant's assets,
the proceeds of withdrawals or surrenders, or some other source. When
possible, specify the amount of any current charge as a percentage or
dollar figure (e.g., 0.95% of average daily net assets, $5 per
exchange, $5 per thousand dollars of face amount). For recurring
charges, specify the frequency of the deduction (e.g., daily, monthly,
annually). Identify the person who receives the amount deducted,
briefly explain what is provided in consideration for the charges, and
explain the extent to which any charge can be modified. Where it is
possible to identify what is provided in consideration for a particular
charge (e.g., use of sales load to pay distribution costs, use of cost
of insurance charge to pay for insurance coverage), please explain what
is provided in consideration for that charge separately.
    Instructions.
    1. Describe the sales loads applicable to the Contract and how
sales loads are charged and calculated, including the factors affecting
the computation of the amount of the sales load. If the Contract has a
front-end sales load, describe the sales load as a percentage of the
applicable measure of premium payments (e.g., actual premiums paid,
target or guideline premiums). For Contracts with a deferred sales
load, describe the sales load as a percentage of the applicable measure
of premium payments (or other basis) that the deferred sales load may
represent. Percentages should be shown in a table. Identify any events
on which a deferred sales load is deducted (e.g., surrender, partial
surrender, increase or decrease in face amount). The description of any
deferred sales load should include how the deduction will be allocated
among sub-accounts of the Registrant and when, if ever, the sales load
will be waived (e.g., if the Contract provides a free withdrawal
amount).
    2. Identify the factors that determine the applicable cost of
insurance rate. Specify whether the mortality charges guaranteed in the
contracts differ from the current charges. Identify the factors that
affect the amount at risk, including investment performance, payment of
premiums, and charges. Disclose how the cost of insurance charge is
calculated based on the cost of insurance rate, amount at risk, and any
other applicable factors. If the Depositor intends to use simplified
underwriting or other underwriting methods that would cause healthy
individuals to pay higher cost of insurance rates than they would pay
under a substantially similar policy that is offered by the Depositor
using different underwriting methods, state that the cost of insurance
rates are higher for healthy individuals when this method of
underwriting is used than under the substantially similar policy.
    3. If the Contract's charge for premium or other taxes varies
according to jurisdiction, identification of the range of current
premium or other taxes is sufficient.
    4. Identify charges that may be different in amount or method of
computation when imposed in connection with, or subsequent to,
increases in face amount of a Contract and briefly describe the
differences.
    (b) Commissions Paid to Dealers. State the commissions paid to
dealers as a percentage of premiums.
    (c) Portfolio Company Charges. State that charges are deducted from
and expenses paid out of the assets of the Portfolio Companies that are
described in the prospectuses for those companies.
    (d) Incidental Insurance Charges. If incidental insurance benefits
(as defined in Rules 6e-2 and 6e-3(T) [17 CFR 270.6e-2, 17 CFR 270.6e-
3(T)]) are offered along with the Contract, state that charges also
will be made for those benefits.
    (e) Operating Expenses. Describe the type of operating expenses for
which the Registrant is responsible. If organizational expenses of the
Registrant are to be paid out of its assets,

explain how the expenses will be amortized and the period over which
the amortization will occur.

Item 8. General Description of Contracts

    (a) Contract Rights. Identify the person or persons (e.g., the
contractowner, insured, or beneficiary) who have material rights under
the Contracts, and the nature of those rights.
    Instruction. Disclose all material state variations and
intermediary specific variations (e.g., variations resulting from
different brokerage channels) to the offering.
    (b) Contract Limitations. Briefly describe any provisions for and
limitations on:
    (1) Allocation of premiums among sub-accounts of the Registrant;
    (2) transfer of contract value between sub-accounts of the
Registrant, including transfer programs (e.g., dollar cost averaging,
portfolio rebalancing, asset allocation programs, and automatic
transfer programs); and
    (3) conversion or exchange of Contracts for another contract,
including a fixed or variable annuity or life insurance contract.
    Instruction. In discussing conversion or exchange of Contracts, the
Registrant should include any time limits on conversion or exchange,
the name of the company issuing the other contract and whether that
company is affiliated with the issuer of the Contract, and how the cash
value of the Contract will be affected by the conversion or exchange.
    (c) General Account. Describe the obligations under the contract
that are funded by the insurer's general account (e.g., death benefits,
living benefits, or other benefits available under the contract), and
state that these amounts are subject to the insurer's claims-paying
ability and financial strength.
    (d) Contract or Registrant Changes. Briefly describe the changes
that can be made in the Contracts or the operations of the Registrant
by the Registrant or the Depositor, including:
    (1) Why a change may be made (e.g., changes in applicable law or
interpretations of law);
    (2) who, if anyone, must approve any change (e.g., the
contractowner or the Commission); and
    (3) who, if anyone, must be notified of any change.
    Instruction. Describe only those changes that would be material to
a purchaser of the Contracts, such as a reservation of the right to
deregister the Registrant under the Investment Company Act or to
substitute one Portfolio Company for another pursuant to section 26(c)
of the Investment Company Act. Do not describe possible non-material
changes, such as changing the time of day at which contract values are
determined.
    (e) Class of Purchasers. Disclose any limitations on the class or
classes of purchasers to whom the Contracts are being offered.
    (f) Frequent Transfers among Sub-accounts of the Registrant.
    (1) Describe the risks, if any, that frequent transfers of contract
value among sub-accounts of the Registrant may present for other
contractowners and other persons (e.g., the insured or beneficiaries)
who have material rights under the Contract.
    (2) State whether or not the Registrant or Depositor has adopted
policies and procedures with respect to frequent transfers of contract
value among sub-accounts of the Registrant.
    (3) If neither the Registrant nor the Depositor has adopted any
such policies and procedures, provide a statement of the specific basis
for the view of the Depositor that it is appropriate for the Registrant
and Depositor not to have such policies and procedures.
    (4) If the Registrant or Depositor has any such policies and
procedures, describe those policies and procedures, including:
    (i) Whether or not the Registrant or Depositor discourages frequent
transfers of contract value among sub-accounts of the Registrant;
    (ii) whether or not the Registrant or Depositor accommodates
frequent transfers of contract value among sub-accounts of the
Registrant; and
    (iii) any policies and procedures of the Registrant or Depositor
for deterring frequent transfers of contract value among sub-accounts
of the Registrant, including any restrictions imposed by the Registrant
or Depositor to prevent or minimize frequent transfers. Describe each
of these policies, procedures, and restrictions with specificity.
Indicate whether each of these restrictions applies uniformly in all
cases or whether the restriction will not be imposed under certain
circumstances, including whether each of these restrictions applies to
trades that occur through omnibus accounts at intermediaries, such as
investment advisers, broker-dealers, transfer agents, and third party
administrators. Describe with specificity the circumstances under which
any restriction will not be imposed. Include a description of the
following restrictions, if applicable:
    (A) any restrictions on the volume or number of transfers that may
be made within a given time period;
    (B) any transfer fee;
    (C) any costs or administrative or other fees or charges that are
imposed on persons deemed to be engaged in frequent transfers of
contract value among sub-accounts of the Registrant, together with a
description of the circumstances under which such costs, fees, or
charges will be imposed;
    (D) any minimum holding period that is imposed before a transfer
may be made from a sub-account into another sub-account of the
Registrant;
    (E) any restrictions imposed on transfer requests submitted by
overnight delivery, electronically, or via facsimile or telephone; and
    (F) any right of the Registrant or Depositor to reject, limit,
delay, or impose other conditions on transfers or to terminate or
otherwise limit Contracts based on a history of frequent transfers
among sub-accounts, including the circumstances under which such right
will be exercised.
    (5) If applicable, include a statement, adjacent to the disclosure
required by paragraphs (f)(1) through (f)(4) of this Item, that the
Statement of Additional Information includes a description of all
arrangements with any person to permit frequent transfers of contract
value among sub-accounts of the Registrant.

Item 9. Premiums

    (a) Purchase Procedures. Describe the provisions of the Contract
that relate to premiums and the procedures for purchasing a Contract,
including:
    (1) The minimum initial and subsequent premiums required and any
limitations on the amount and the frequency of premiums that will be
accepted. If there are separate limits for each sub-account, state
these limits;
    (2) whether required premiums, if any, are payable for the life of
the Contract or some other term;
    (3) whether payment of certain levels of premiums will guarantee
that the Contract will not lapse regardless of the Contract's cash
value;
    (4) if applicable, under what circumstances premiums may be
required in order to avoid lapse and how the amount of the additional
premiums will be determined;
    (5) if applicable, under what circumstances nonpayment of a
required premium will not cause the Contract to lapse;
    (6) if applicable, under what circumstances premiums in addition to
the required premiums will be permitted; and
    (7) if applicable, whether the level of the Contract's required
premiums may change and, if so, how the amount of the change will be
determined.
    (b) Premium Amount. Briefly describe the factors that determine the
amount of any required premiums (e.g., face

amount, death benefit option, and charges and expenses).
    (c) Premium Payment Plans. Identify the premium payment plans
available. Include the available payment frequencies, payment
facilities such as employee payroll deduction plans and preauthorized
checking arrangements, and any special billing arrangements. Indicate
whether the premium payment plan or schedule may be changed.
    (d) Premium Due Dates. Briefly explain the provisions of the
Contract that relate to premium due dates and the operation of any
grace period, including the effect of the insured's death during the
grace period.
    (e) Automatic Premium Loans. If applicable, briefly describe the
circumstances under which required premiums may be paid by means of an
automatic premium loan.
    (f) Sub-Account Valuation. Describe the procedures for valuing sub-
account assets, including:
    (1) An explanation of when the required premiums and additional
premiums are credited to the Contract's cash value in the sub-accounts,
and the basis (e.g., accumulation unit value) on which premiums are
credited;
    (2) an explanation, to the extent applicable, that premiums are
credited to the Contract's cash value on the basis of the sub- account
valuation next determined after receipt of a premium;
    Instruction. If, in any case, a delay occurs between the receipt of
premiums and the crediting of premiums to the sub-accounts (e.g., a
delay during the ``free-look'' period), describe where the premiums are
held in the interim.
    (3) an explanation of when valuations of the assets of the sub-
accounts are made; and
    (4) a statement identifying in a general manner any national
holidays when sub-account assets will not be valued and specifying any
additional local or regional holidays when sub-account assets will not
be valued.
    Instruction. In responding to this paragraph, a Registrant may use
a list of specific days or any other means that effectively
communicates the information (e.g., explaining that sub-account assets
will not be valued on the days on which the New York Stock Exchange is
closed for trading).

Item 10. Standard Death Benefit

    (a) Standard Death Benefit. Briefly describe the standard death
benefit available under the Contract.
    Instruction. Include:
    (i) When insurance coverage is effective;
    (ii) when the death benefit is calculated and payable;
    (iii) how the death benefit is calculated;
    (iv) who has the right to choose the form of benefit and the
procedure for choosing the form of benefit, including when the choice
is made and whether the choice is revocable;
    (v) the forms the benefit may take and the form of benefit that
will be provided if a particular form has not been elected; and
    (vi) whether there is a minimum death benefit guarantee associated
with the Contract.
    Also describe if and how a contractowner may increase or decrease
the face amount, including the minimum and the maximum amounts, any
requirement of additional evidence of insurability, and whether
charges, including sales load, are affected.
    (b) Charges and Contract Values. Explain how the investment
performance of the Portfolio Companies, expenses, and deduction of
charges affect contract values and death benefits.

Item 11. Other Benefits Available Under the Contract

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

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

    Instructions.
    1. General.
    (a) The table required by this Item 11(a) is meant to provide a
tabular summary overview of the benefits described in Item 11(b) (e.g.,
optional death benefits, optional or standard living benefits, etc.).
    (b) If the Contract offers multiple benefits of the same type
(e.g., death benefit, accumulation benefit, withdrawal benefit, long-
term care benefit), the Registrant may include multiple tables in
response to this Item 11(a), if doing so might better permit
comparisons of different benefits of the same type.
    (c) The Registrant should include appropriate titles, headings, or
any other information to promote clarity and facilitate understanding
of the table(s) presented in response to this Item 11(a). For example,
if certain optional benefits are only available to certain
contractowners (e.g., contractowners who invested during specific time
periods), the table could include footnotes or headings to identify
which optional benefits are affected and to whom those optional
benefits are available. In addition, if the Registrant includes titles
or headings for the table(s) specifying whether the benefit is standard
or optional, the Registrant does not need to include the ``Statement of
Whether Benefit is Standard or Optional'' column in the table(s).
    2. Name of Benefit. State the name of each benefit included in the
table(s).
    3. Purpose. Briefly describe the purpose of each benefit included
in the table(s).
    4. Statement of Whether Benefit Is Standard or Optional. State
whether the benefit is standard or optional.
    5. Fee. State the fee associated with each benefit included in the
table(s). Include parentheticals providing information about what the
stated percentage refers to (e.g., percentage of contract value,
percentage of benefit base, etc.).
    6. Brief Description of Restrictions/Limitations. For each benefit
for which the Registrant has stated that there are restrictions or
limitations, briefly describe the restriction(s) or limitation(s)
associated with each benefit. Registrants are encouraged to use short
phrases (e.g., ``benefit limits investment options available,''
``withdrawals could terminate benefit'') to describe the restriction(s)
or limitation(s).
    (b) Briefly describe any other benefits (other than standard death
benefit, e.g., optional death benefits, optional or standard living
benefits, etc.) offered under a Contract, including:
    (1) Whether the benefit is standard or elected;
    (2) The operation of the benefit, including the amount of the
benefit and how the benefit amount may vary, the circumstances under
which the value of

the benefit may increase or be reduced (including the impact of
withdrawals), and how the benefit may be terminated;
    (3) Fees and costs, if any, associated with the benefit; and
    (4) How the benefit amount is calculated and payable and the effect
of choosing a specific method of payment on calculation of the benefit.
    (c) Briefly describe any limitations, restrictions and risks
associated with any benefit (other than the standard death benefit)
offered under the contract (e.g., restrictions on which Portfolio
Companies may be selected; risk of reduction or termination of benefit
resulting from excess withdrawals).
    Instruction. In responding to paragraphs (b) and (c) of this Item,
provide one or more examples illustrating the operation of each benefit
in a clear, concise, and understandable manner.

Item 12. Surrenders and Withdrawals

    (a) Surrender. Briefly describe how a contractowner can surrender
(or partially surrender or make withdrawals from) a Contract, including
any limits on the ability to surrender, how the proceeds are
calculated, and when they are payable.
    (b) Partial Surrender and Withdrawal. Indicate generally whether
and under what circumstances partial surrenders and partial withdrawals
are available under a Contract, including the minimum and maximum
amounts that may be surrendered or withdrawn, any limits on their
availability, how the proceeds are calculated, and when the proceeds
are payable.
    (c) Effect of Partial Surrender and Withdrawal. Indicate generally
whether and under what circumstances partial surrenders or partial
withdrawals will affect a Contract's cash value or death benefit and
whether any charge(s) will apply.
    (d) Sub-Account Allocation. Describe how partial surrenders and
partial withdrawals will be allocated among the sub-accounts.
    Instruction. The Registrant should generally describe the terms and
conditions that apply to these transactions. Technical information
regarding the determination of amounts available to be surrendered or
withdrawn should be included in the SAI.
    (e) Revocation Rights. Briefly describe any revocation rights
(e.g., ``free-look'' provisions), including a description of how the
amount refunded is determined, the method for crediting earnings to
premiums during the free-look period, and whether investment options
are limited during the free-look period.

Item 13. Loans

    Briefly describe the loan provisions of the Contract, including any
of the following that are applicable.
    (a) Availability of Loans. State that a portion of the Contract's
cash surrender value may be borrowed. State how the amount available
for a loan is calculated.
    (b) Limitations. Describe any limits on availability of loans
(e.g., a prohibition on loans during the first contract year).
    (c) Interest. Describe how interest accrues on the loan, when it is
payable, and how interest is treated if not paid. Explain how interest
earned on the loaned amount is credited to the Contract and allocated
among the sub-accounts.
    (d) Effect on Cash Value and Death Benefit. Describe how loans and
loan repayments affect cash value and how they are allocated among the
sub-accounts. Include (i) a brief explanation that amounts borrowed
under a Contract do not participate in a Registrant's investment
experience and that loans, therefore, can affect the Contract's value
and death benefit whether or not the loan is repaid, and (ii) a brief
explanation that the cash surrender value and the death proceeds
payable will be reduced by the amount of any outstanding Contract loan
plus accrued interest.
    (e) Other Effects. Describe any other effect that a loan could have
on the Contract (e.g., the effect of a Contract loan in excess of
contract value).
    (f) Procedures. Describe the loan procedures, including how and
when amounts borrowed are transferred out of the Registrant and how and
when amounts repaid are credited to the Registrant.

Item 14. Lapse and Reinstatement

    (a) Lapse. State when and under what circumstances a Contract will
lapse.
    (b) Lapse Options. Describe briefly any lapse options available.
Indicate those that will not apply unless they are elected and those
that will apply in the absence of an election. Indicate whether the
availability of any of the lapse options is limited.
    (c) Effect of Lapse. Describe briefly the factors that will
determine the amount of insurance coverage provided under the available
lapse options. Describe concisely how the cash value, surrender value,
and death benefit will be determined. If these values and benefits will
be determined in the same manner as prior to lapse, a statement to that
effect is sufficient.
    (d) Reinstatement. State under what circumstances a Contract may be
reinstated. Explain any requirements for reinstatement, including
charges to be paid by the contractowner, outstanding loan repayments,
and evidence of insurability.

Item 15. Taxes

    (a) Tax Consequences. Describe the material tax consequences to the
contract owner and beneficiary of buying, holding, exchanging, or
exercising rights under the Contract.
    Instruction. Discuss the taxation of death benefit proceeds,
periodic and non-periodic withdrawals, loans, and any other
distribution that may be received under the Contract, as well as the
tax benefits accorded the Contract and other material tax consequences.
Describe, if applicable, whether the tax consequences vary with
different uses of the Contract.
    (b) Effect. Describe the effect, if any, of taxation on the
determination of cash values or sub-account values.

Item 16. Legal Proceedings

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

Item 17. Financial Statements

    If all of the required financial statements of the Registrant and
the Depositor (see Item 27 and General Instruction C.3.(b)) are not in
the prospectus, state, under a separate caption, where the financial
statements may be found. Briefly explain how investors may obtain any
financial statements not in the Statement of Additional Information.

Item 18. Portfolio Companies Available Under the Contract

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

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

    Instructions.
    1. General.
    (a) Only include those Portfolio Companies that are currently
offered under the Contract.
    (b) The introductory legend to the table must provide a website
address, other than the address of the Commission's electronic filing
system; toll free telephone number; and email address that investors
can use to obtain the prospectuses of the Portfolio Companies and to
request other information about the Portfolio Companies. The website
address must be specific enough to lead investors directly to the
prospectuses of the Portfolio Companies, rather than to the home page
or other section of the website on which the materials are posted. The
website could be a central site with prominent links to each document.
The legend may indicate, if applicable, that the prospectuses and other
information are available from a financial intermediary (such as an
insurance sales agent or broker-dealer) through which the Contract may
be purchased or sold. Registrants not relying upon rule 498A(j) under
the Securities Act [17 CFR 230.498A(j)] with respect to the Portfolio
Companies that are offered under the Contract may, but are not required
to, provide the next-to-last sentence of the first paragraph of the
introductory legend to the table regarding online availability of the
prospectuses.
    (c) If the availability of one or more Portfolio Companies varies
by benefit offered under the Contract, include as another Appendix a
separate table that indicates which Portfolio Companies are available
under each of the benefits offered under the Contract. This Appendix
could incorporate a table that is structured pursuant to the following
example, or could use any other presentation that might promote clarity
and facilitate understanding:
[GRAPHIC] [TIFF OMITTED] TP30NO18.010

    2. Type/Investment Objective. Briefly describe each Portfolio
Company's type (e.g., money market fund, bond fund, balanced fund,
etc.), or include a brief statement concerning the Portfolio Company's
investment objectives.
    3. Portfolio Company and Adviser/Subadviser. State the name of each
Portfolio Company and its adviser/subadviser, as applicable. The
adviser's/sub-adviser's name may be omitted if it is incorporated into
the name of the Portfolio Company.
    4. Expense ratio. For purposes of this Item 18, ``expense ratio''
means ``Total Annual Fund Operating Expenses'' as calculated pursuant
to Item 3 of Form N-1A for open-end funds, before waivers and
reimbursements that reduce the Portfolio Company's rate of return.
    5. Average Annual Total Returns. For purposes of this Item 18,
``average annual total returns'' means the ``average annual total
return'' (before

taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A for
open-end funds.

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

Item 19. Cover Page and Table of Contents

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

Item 20. General Information and History

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

Item 21. Services

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

Item 22. Premiums

    (a) Administrative Procedures. Discuss generally the Registrant's
administrative rules applicable to premium payments, to the extent that
they are not discussed in the prospectus.
    Instruction. Examples include information regarding any condition
applicable to changes in premium payment schedules, any limitations on
prepayments of premiums, any relevant rules for classifying payments
made other than in response to a bill or in an amount other than the
amount billed for, etc.
    (b) Automatic Premium Loans. If the contract provides an automatic
premium loan option, describe the

option, including the circumstances under which it will be used to pay
a required premium and whether, and how, interest will be charged on
the loan. Describe any effect not described in the prospectus that an
automatic premium loan could have on the Contract (e.g., how automatic
premium loans affect cash value).

Item 23. Additional Information About Operation of Contracts and
Registrant

    (a) Incidental Benefits. To the extent not described in the
prospectus, explain the manner in which the purchase or operation of
other incidental benefits affects the exercise of rights and the
determination of benefits under the Contract such as whether the
Contract or any rider provides for a change of insured or for all or a
portion of the death benefit to be paid while the insured is still
alive.
    (b) Surrender and Withdrawal. To the extent not described in the
prospectus, explain the Contract's surrender and withdrawal provisions.
    (c) Material Contracts Relating to the Registrant. Disclose any
material contract relating to the operation or administration of the
Registrant.
    (d) Describe any arrangements with any person to permit frequent
transfers of contract value among sub-accounts of the Registrant,
including the identity of the persons permitted to engage in frequent
transfers pursuant to such arrangements, and any compensation or other
consideration received by the Registrant, the Depositor, or any other
party pursuant to such arrangements.
    Instructions.
    1. The consideration required to be disclosed by Item 23(d)
includes any agreement to maintain assets in the Registrant or in other
investment companies or accounts managed or sponsored by the Depositor,
any investment adviser of a Portfolio Company, or any affiliated person
of the Depositor or of any such investment adviser.
    2. If the Registrant has an arrangement to permit frequent
transfers of contract value among sub-accounts of the Registrant by a
group of individuals, such as the participants in a defined
contribution plan that meets the requirements for qualification under
Section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), the
Registrant may identify the group rather than identifying each
individual group member.

Item 24. Underwriters

    (a) Identification. Identify each principal underwriter (other than
the Depositor) of the Contracts, and state its principal business
address. If the principal underwriter is affiliated with the
Registrant, the Depositor, or any affiliated person of the Registrant
or the Depositor, identify how they are affiliated (e.g., the principal
underwriter is controlled by the Depositor).
    (b) Offering and Commissions. For each principal underwriter
distributing Contracts of the Registrant, state:
    (1) Whether the offering is continuous; and
    (2) the aggregate dollar amount of underwriting commissions paid
to, and the amount retained by, the principal underwriter for each of
the Registrant's last three fiscal years.
    (c) Other Payments. With respect to any payments made by the
Registrant to an underwriter of or dealer in the Contracts during the
Registrant's last fiscal year, disclose the name and address of the
underwriter or dealer, the amount paid and basis for determining that
amount, the circumstances surrounding the payments, and the
consideration received by the Registrant. Do not include information
about:
    (1) Payments made through deduction from premiums paid at the time
of sale of the Contracts; or
    (2) Payments made from cash values upon full or partial surrender
of the Contracts or from an increase or decrease in the face amount of
the Contracts.
    Instructions.
    1. Information need not be given about the service of mailing
proxies or periodic reports of the Registrant.
    2. Exclude information about bona fide contracts with the
Registrant or its Depositor for outside legal or auditing services, or
bona fide contracts for personal employment entered into with the
Registrant or its Depositor in the ordinary course of business.
    3. Information need not be given about any service for which total
payments of less than $5,000 were made during each of the Registrant's
last three fiscal years.
    4. Information need not be given about payments made under any
contract to act as administrative or servicing agent.
    5. If the payments were made under an arrangement or policy
applicable to dealers generally, describe only the arrangement or
policy.

Item 25. Additional Information About Charges

    (a) Sales Load. Describe the method that will be used to determine
the sales load on the Contracts offered by the Registrant.
    (b) Special Purchase Plans. Describe any special purchase plans
(e.g., group life insurance plans) or methods that reflect scheduled
variations in, or elimination of, any applicable charges (e.g., group
discounts, waiver of deferred sales loads for a specified percentage of
cash value, investment of proceeds from another Contract, exchange
privileges, employee benefit plans, or the terms of a merger,
acquisition, or exchange offer made pursuant to a plan of
reorganization). Identify each class of individuals or transactions to
which the plans or methods apply, including officers, directors,
members of the board of managers, or employees of the Depositor,
underwriter, Portfolio Companies, or investment adviser to Portfolio
Companies, and the amount of the reductions, and state from whom
additional information may be obtained. For special purchase plans or
methods that reflect variations in, or elimination of, charges other
than according to a fixed schedule, describe the basis for the
variation or elimination (e.g., the size of the purchaser, a prior
existing relationship with the purchaser, the purchaser's assumption of
certain administrative functions, or other characteristics that result
in differences in costs or services).
    (c) Underwriting Procedures. Briefly identify underwriting
procedures used in connection with the Contract and any effect of
different types of underwriting on the charges in the Contract. Specify
the basis of the mortality charges guaranteed in the Contracts.
    (d) Increases in Face Amount. Describe in more detail the charges
assessed on increases in face amount, including the procedures used
following an increase in face amount to allocate cash values and
premium payments between the original Contract and incremental
Contracts.

Item 26. Lapse and Reinstatement

    To the extent that the prospectus does not do so, describe the
lapse and reinstatement provisions of the Contract. Include a
discussion of any time limits that apply, how the charge to reinstate
is determined, and any other conditions that apply to reinstatement.
Describe the features of any lapse options not described in the
prospectus, including any factors that will determine the amount or
duration of the insurance coverage, and the limitations and conditions
on availability of each lapse option. Identify which contract
transactions (e.g., loans, partial withdrawals and surrenders,
transfers) are available while the Contract is continued under a lapse
option. Indicate

when limits on contract transactions are different from those that
apply prior to lapse.

Item 27. Financial Statements

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

Item 28. Illustrations

    The Registrant may, but is not required to, include a table of
hypothetical illustrations of death benefits, cash surrender values,
and cash values in either the prospectus or the SAI. The following
standards should be used to prepare any table of hypothetical
illustrations that is included in the prospectus or the SAI:
    (a) Narrative Information. The illustrations should be preceded by
a clear and concise explanation, including (i) a description of the
expenses reflected in the illustrations; (ii) that the illustrations
are based on assumptions about investment returns and contractowner
characteristics; (iii) the circumstances under which actual results for
a particular purchaser of the Contract would differ from the
illustrations; and (iv) whether personalized illustrations are
available and, if available, how they may be obtained.
    (b) Headings. The headings should contain the following
information: Sex, age, rating classification (e.g., nonsmoker, smoker,
preferred, or standard), premium amount and payment schedule, face
amount, and death benefit option.
    (c) Premiums, Ages. Premium amounts used in the illustrations
should be representative of the actual or expected typical premium
amount. The typical premium amount may be based on the average or
median premium amount or some other reasonable basis that results in a
typical premium amount that is fairly representative of actual or
expected Contract sales. Ages used in the illustrations should be
representative of actual or expected Contract sales.
    (d) Rating Classifications. Illustrations should be shown for the
rating classification with the greatest number of outstanding Contracts
(or expected Contracts in the case of a new Contract), unless this
rating classification is not fairly representative of actual or
expected Contract sales. In this case, illustrations should be shown
for a commonly used rating classification that is fairly representative
of actual or expected Contract sales.
    (e) Years. Illustrated values should be provided for Contract years
one through ten, for every five years beyond the tenth Contract year,
and for the year of Contract maturity.
    (f) Illustrated Values. Death benefits and cash surrender values
should be illustrated at three rates of return and two levels of
charges (described in paragraphs (g) and (i)). The Registrant may also
illustrate cash values, but cash values must be accompanied by
corresponding cash surrender values. All illustrated values should be
determined as of the end of the Contract year.

    (g) Rates of Return. The Registrant should use gross rates of
return of 0%, 6%, and one other rate not greater than 12%. Additional
gross rates of return no greater than 12% may be used. Explain that the
gross rates of return used in the illustrations do not reflect the
deductions of the charges and expenses of the Portfolio Companies.
    (h) Portfolio Company Charges. Portfolio Company management fees
and other Portfolio Company charges and expenses should be reflected
using the arithmetic average of those charges and expenses incurred
during the most recent fiscal year for all of the available Portfolio
Companies or any materially greater amount expected to be incurred
during the current fiscal year. In determining charges and expenses
incurred during the most recent fiscal year or expected to be incurred
during the current fiscal year, include amounts that would have been
incurred absent expense reimbursement or fee waiver arrangements.
    (i) Other Charges. Values should be illustrated using both current
and guaranteed maximum charges at the 0% rate of return, the 6% rate of
return, and one other rate of return no greater than 12%. Illustrated
values should accurately reflect all charges deducted under the
Contract (e.g., mortality and expense risk, administrative, cost of
insurance) as well as the actual timing of the deduction of those
charges (e.g., daily, monthly, annually). For example, for a Contract
with a mortality and expense risk charge that is deducted from sub-
account assets at a given annual rate, the illustrated values will be
lower if the charge is deducted from assets on a daily basis rather
than on a monthly or annual basis.
    Additional Information. Subject to the requirement set out in
General Instruction C.3.(b), additional information may be shown as
part of the illustrations, provided that it is consistent with the
standards of this Item 28.

Part C--Other Information

Item 29. Exhibits

    Subject to General Instruction D regarding incorporation by
reference and rule 483 under the Securities Act [17 CFR 230.483], file
the exhibits listed below as part of the registration statement. Letter
or number the exhibits in the sequence indicated and file copies rather
than originals, unless otherwise required by rule 483. Reflect any
exhibit incorporated by reference in the list below and identify the
previously filed document containing the incorporated material.
    (a) Board of Directors Resolution. The resolution of the board of
directors of the Depositor authorizing the establishment of the
Registrant.
    (b) Custodian Agreements. All agreements for custody of securities
and similar investments of the Registrant, including the schedule of
remuneration.
    (c) Underwriting Contracts. Underwriting or distribution contracts
between the Registrant or Depositor and a principal underwriter and
agreements between principal underwriters or the Depositor and dealers.
    (d) Contracts. The form of each Contract, including any riders or
endorsements.
    (e) Applications. The form of application used with any Contract
provided in response to (d) above.
    (f) Depositor's Certificate of Incorporation and By-Laws. The
Depositor's current certificate of incorporation or other instrument of
organization and by-laws and any related amendment.
    (g) Reinsurance Contracts. Any contract of reinsurance related to a
Contract.
    (h) Participation Agreements. Any participation agreement or other
contract relating to the investment by the Registrant in a Portfolio
Company.
    (i) Administrative Contracts. Any contract relating to the
performance of administrative services in connection with administering
a Contract.
    (j) Other Material Contracts. Other material contracts not made in
the ordinary course of business to be performed in whole or in part on
or after the filing date of the registration statement.
    (k) Legal Opinion. An opinion and consent of counsel regarding the
legality of the securities being registered, stating whether the
securities will, when sold, be legally issued and represent binding
obligations of the Depositor.
    (l) Actuarial Opinion. If illustrations are included in the
registration statement as permitted by Item 28, an opinion of an
actuarial officer of the Depositor as to those illustrations indicating
that:
    (1) The illustrations of cash surrender values, cash values, death
benefits, and/or any other values illustrated are consistent with the
provisions of the Contract and the Depositor's administrative
procedures;
    (2) the rate structure of the Contract has not been designed, and
the assumptions for the illustrations (including sex, age, rating
classification, and premium amount and payment schedule) have not been
selected, so as to make the relationship between premiums and benefits,
as shown in the illustrations, appear to be materially more favorable
than for any other prospective purchaser with different assumptions;
and
    (3) the illustrations are based on a commonly used rating
classification and premium amounts and ages appropriate for the markets
in which the Contract is sold.
    (m) Calculation. If illustrations are included in the registration
statement as permitted by Item 28, one sample calculation for each item
illustrated, e.g., cash surrender value, cash value, and death
benefits, showing how the illustrated values for the fifth Contract
year have been calculated. Demonstrate how the annual investment
returns of the sub-accounts were derived from the hypothetical gross
rates of return, how charges against sub-account assets were deducted
from the annual investment returns of the sub-accounts, and how the
periodic deductions for cost of insurance and other Contract charges
were made to arrive at the illustrated values. Describe how the
calculation would differ for other years.
    (n) Other Opinions. Any other opinions, appraisals, or rulings, and
related consents relied on in preparing the registration statement and
required by section 7 of the Securities Act [15 U.S.C. 77g].
    (o) Omitted Financial Statements. Financial statements omitted from
Item 27.
    (p) Initial Capital Agreements. Any agreements or understandings
made in consideration for providing the initial capital between or
among the Registrant, Depositor, underwriter, or initial contractowners
and written assurances from the Depositor or initial contractowners
that purchases were made for investment purposes and not with the
intention of redeeming or reselling.
    (q) Redeemability Exemption. Disclosure (if not provided elsewhere
in the registration statement) of insurance procedures for which the
Registrant and Depositor claim any exemption pursuant to rule 6e-
2(b)(12)(ii) or rule 6e-3(T)(b)(12)(iii) under the Investment Company
Act.
    (r) Preliminary Summary Prospectuses. The form of any Initial
Summary Prospectus and Updating Summary Prospectus that the Registrant
intends to use on or after the effective date of the registration
statement, pursuant to rule 498A under the Securities Act.
    Instruction. Registrants are required to provide the preliminary
Summary Prospectus exhibits only in connection with the filing of an
initial registration statement, or in connection with a pre-

effective amendment or a post-effective amendment filed in accordance
with paragraph (a) of rule 485 under the Securities Act.

Item 30. Directors and Officers of the Depositor

    Provide the following information about each director or officer of
the Depositor:

------------------------------------------------------------------------
                    (1)                                  (2)
------------------------------------------------------------------------
                                             Positions and offices with
    Name and principal business address               depositor
------------------------------------------------------------------------

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

Item 31. Persons Controlled by or Under Common Control With the
Depositor or the Registrant

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

Item 32. Indemnification

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

Item 33. Principal Underwriters

    (a) Other Activity. State the name of each investment company
(other than the Registrant) for which each principal underwriter
currently distributing the Registrant's securities also acts as a
principal underwriter, depositor, sponsor, or investment adviser.
    (b) Management. Provide the information required by the following
table for each director, officer, or partner of each principal
underwriter named in the response to Item 24:

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

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

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

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

Item 34. Location of Accounts and Records

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

Item 35. Management Services

    Provide a summary of the substantive provisions of any management-
related service contract not discussed in Part A or B, disclosing the
parties to the contract and the total amount paid and by whom for the
Registrant's last three fiscal years.
    Instructions.
    1. The instructions to Item 21 also apply to this Item.
    2. Exclude information about any service provided for payments
totaling less than $15,000 during each of the Registrant's last three
fiscal years.

Item 36. Fee Representation

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

Sec.  274.127e-1   [Removed]

0
40. Remove Sec.  274.127e-1.

Sec.  274.127f-1   [Removed]

0
41. Remove Sec.  274.127f-1.

Sec.  274.302   [Removed]

0
42. Remove Sec.  274.302.

Sec.  274.303   [Removed]

0
43. Remove Sec.  274.303.

    By the Commission.

    Dated: October 30, 2018.
Brent J. Fields,
Secretary.

Appendices

    Note: The Appendices will not appear in the Code of Federal
Regulations.

Appendix A

Hypothetical Initial Summary Prospectus Prepared by SEC Staff--For
Illustrative Purposes Only

[GRAPHIC: XYZ Insurance: a hypothetical company]

VARIABLE ANNUITY CONTRACT

Issued through: XYZ Separate Account A Contract Classes: Class B, Class
X

Summary Prospectus for New Investors May 1, 2018

    This Summary Prospectus summarizes key features of the XYZ
Variable Annuity Contract. You should read this Summary Prospectus
carefully, particularly the section titled Important Information You
Should Consider About the Contract.
    Before you invest, you should review the prospectus for the XYZ
Variable Annuity Contract, which contains more information about the
contract, including its features, benefits, and risks. You can find
the prospectus and other information about the contract online at
XYZInsuranceCo.com/VAdocuments. You can also obtain this information
at no cost by calling<PHONE_NUMBER> or by sending an email request to
[email protected].
    This Summary Prospectus incorporates by reference the XYZ
Variable Annuity Contract's prospectus and Statement of Additional
Information (SAI), both dated May 1, 2018, as amended or
supplemented. The SAI may be obtained, free of charge, in the same
manner as the prospectus.
* * * * *
    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, has been prepared by the Securities