their withdrawal and delivery from the custody of the life insurer or
affiliated insurance company, shall sign a notation in respect of such
deposit, withdrawal or order which shall show:
    (A) The date and time of the deposit, withdrawal or order;
    (B) The title and amount of the securities or other investments
deposited, withdrawn or ordered to be withdrawn, and an identification
thereof by certificate numbers or otherwise;
    (C) The manner of acquisition of the securities or similar
investments deposited or the purpose for which they have been
withdrawn, or ordered to be withdrawn; and
    (D) If withdrawn and delivered to another person the name of such
person. Such notation shall be transmitted promptly to an officer or
director of the separate account or the life insurer designated by the
board of directors of the separate account who shall not be a person
designated for the purpose of paragraph (b)(8)(iii) of this section.
Such notation shall be on serially numbered forms and shall be
preserved for at least one year;
    (vi) Such securities and similar investments shall be verified by
complete examination by an independent public accountant retained by
the separate account at least three times during each fiscal year, at
least two of which shall be chosen by such accountant without prior
notice to such separate account. A certificate of such accountant
stating that he has made an examination of such securities and
investments and describing the nature and extent of the examination
shall be transmitted to the Commission by the accountant promptly after
each examination;
    (vii) Securities and similar investments of a separate account
maintained with a bank or other company whose functions and physical
facilities are supervised by Federal or state authorities pursuant to
any arrangement whereby the directors, officers, employees or agents of
the separate account or the life insurer are authorized or permitted to
withdraw such investments upon their mere receipt are deemed to be in
the custody of the life insurer and shall be exempt from the
requirements of Section 17(f) so long as the arrangement complies with
all provisions of paragraph (b)(8) of this section, except that such
securities will be maintained in the vault of a bank or other company
rather than the vault of an insurance company.
    (9) Section 18(i) (15 U.S.C. 80a-18(i)) to the extent that:
    (i) For the purposes of any section of the Act which provides for
the vote of securityholders on matters relating to the investment
company:
    (A) Variable life insurance contractholders shall have one vote for
each $100 of cash value funded by the separate account, with fractional
votes allocated for amounts less than $100;
    (B) The life insurer shall have one vote for each $100 of assets of
the separate account not otherwise attributable to contractholders
pursuant to paragraph (b)(9)(i)(A) of this section, with fractional
votes allocated for amounts less than $100; provided that after the
commencement of sales of variable life insurance contracts funded by
the separate account, the life insurer shall cast its votes for and
against each matter which may be voted upon by contractholders in the
same proportion as the votes cast by contractholders; and
    (C) The number of votes to be allocated shall be determined as of a
record date not more than 90 days prior to any meeting at which such
vote is held; provided that if a quorum is not present at the meeting,
the meeting may be adjourned for up to 60 days without fixing a new
record date;
    (ii) The requirement of this section that every share of stock
issued by a registered management investment company (except a common-
law trust of the character described in Section 16(c)) shall be a
voting stock and have equal voting rights with every other outstanding
voting stock shall not be deemed to be violated by actions specifically
permitted by any provision of this section.
    (10) Section 19 (15 U.S.C. 80a-19) to the extent that the
provisions of this section shall not be applicable to any dividend or
similar distribution paid or payable pursuant to provisions of
participating variable life insurance contracts.
    (11) Sections 22(d), 22(e), and 27(i)(2)(A) (15 U.S.C. 80a-22(d),
80a-22(e), and 80a-27(i)(2)(A), respectively) and Sec.  270.22c-1 (Rule
22c-1) promulgated under Section 22(c) to the extent:

    (i) That the amount payable on death and the cash surrender value
of each variable life insurance contract shall be determined on each
day during which the New York Stock Exchange is open for trading, not
less frequently than once daily as of the time of the close of trading
on such exchange; provided that the amount payable on death need not be
determined more than once each contract month if such determination
does not reduce the participation of the contract in the investment
experience of the separate account; provided further, however, that if
the net valuation premium for such contract is transferred at least
annually, then the amount payable on death need be determined only when
such net premium is transferred;
    (ii) Necessary for compliance with this section or with insurance
laws and regulations and established administrative procedures of the
life insurer with respect to issuance, transfer and redemption
procedures for variable life insurance contracts funded by the separate
account including, but not limited to, premium rate structure and
premium processing, insurance underwriting standards, and the
particular benefit afforded by the contract; provided, however, that
any procedure or action shall be reasonable, fair and not
discriminatory to the interests of the affected contractholder and to
all other holders of contracts of the same class or series funded by
the separate account; and, further provided that any such action shall
be disclosed in the form required to be filed by the separate account
with the Commission pursuant to paragraph (b)(2)(ii) of this section.
    (12) Section 27(i)(2)(A) (15 U.S.C. 80a-27(i)(A)), to the extent
that such sections require that the variable life insurance contract be
redeemable or provide for a refund in cash; provided that such contract
provides for election by the contractholder of a cash surrender value
or certain non-forfeiture and settlement options which are required or
permitted by the insurance law or regulation of the jurisdiction in
which the contract is offered; and further provided that unless
required by the insurance law or regulation of the jurisdiction in
which the contract is offered or unless elected by the contractholder,
such contract shall not provide for the automatic imposition of any
option, including, but not limited to, an automatic premium loan, which
would involve the accrual or payment of an interest or similar charge;
    (13) Section 32(a)(2) (15 U.S.C. 80a-31(a)(2)); provided that:
    (i) The independent public accountant is selected before the
effective date of the registration statement under the Securities Act
of 1933, as amended, for variable life insurance contracts which are
funded by the separate account, and the identity of such accountant is
disclosed in such registration statement, and
    (ii) The selection of such accountant is submitted for ratification
or rejection to variable life insurance contractholders at their first
meeting after the effective date of the registration statement under
the Securities Act of 1933, as amended, on condition that such meeting
shall take place within one year after such effective date, unless the
time for the holding of such meeting shall be extended by the
Commission upon written request for good cause shown.
    (14) If the separate account is organized as a unit investment
trust, all the assets of which consist of the shares of one or more
registered management investment companies which offer their shares
exclusively to variable life insurance separate accounts of the life
insurer or of any affiliated life insurance company:
    (i) The eligibility restrictions of Section 9(a) (15 U.S.C. 80a-
9(a)) shall not be applicable to those persons who are officers,
directors and employees of the life insurer or its affiliates who do
not participate directly in the management or administration of any
registered management investment company described above;
    (ii) The life insurer shall be ineligible pursuant to paragraph (3)
of Section 9(a) to serve as investment adviser of or principal
underwriter for any registered management investment company described
in paragraph (b)(14) of this section only if an affiliated person of
such life insurer, ineligible by reason of paragraph (1) or (2) of
Section 9(a), participates in the management or administration of such
company;
    (iii) The life insurer may vote shares of the registered management
investment companies held by the separate account without regard to
instructions from contractholders of the separate account if such
instructions would require such shares to be voted:
    (A) To cause such companies to make (or refrain from making)
certain investments which would result in changes in the sub-
classification or investment objectives of such companies or to approve
or disapprove any contract between such companies and an investment
adviser when required to do so by an insurance regulatory authority
subject to the provisions of paragraphs (b)(4)(i) and (6)(ii)(A) of
this section; or
    (B) In favor of changes in investment objectives, investment
adviser of or principal underwriter for such companies subject to the
provisions of paragraphs (b)(4)(ii) and (6)(ii)(B) and (C) of this
section;
    (iv) Any action taken in accordance with paragraph (b)(14)(iii)(A)
or (B) of this section and the reasons therefor shall be disclosed in
the next report to contractholders made pursuant to section 30(e) (15
U.S.C. 80a-29(e)) and Sec.  270.30e-2 (Rule 30e-2);
    (v) Any registered management investment company established by the
insurer and described in paragraph (b)(14) of this section shall be
exempt from Section 14(a); and
    (vi) Any registered management investment company established by
the insurer and described in paragraph (b)(14) of this section shall be
exempt from Sections 15(a), 16(a), and 32(a)(2) (15 U.S.C. 80a-15(a),
80-16(a), and 80-31(a)(2), respectively), to the extent prescribed by
paragraphs (b)(6)(i), (b)(7)(i), and (b)(13) of this section, provided
that such company complies with the conditions set forth in those
paragraphs as if it were a separate account.
    (c) When used in this rule, Variable life insurance contract means
a contract of life insurance, subject to regulation under the insurance
laws or code of every jurisdiction in which it is offered, funded by a
separate account of a life insurer, which contract, so long as premium
payments are duly paid in accordance with its terms, provides for:
    (i) A death benefit and cash surrender value which vary to reflect
the investment experience of the separate account;
    (ii) An initial stated dollar amount of death benefit, and payment
of a death benefit guaranteed by the life insurer to be at least equal
to such stated amount; and
    (iii) Assumption of the mortality and expense risks thereunder by
the life insurer for which a charge against the assets of the separate
account may be assessed. Such charge shall be disclosed in the
prospectus and shall not be less than fifty per centum of the maximum
charge for risk assumption as disclosed in the prospectus and as
provided for in the contract.
0
20. Redesignate Sec.  270.6e-3(T) as Sec.  270.6e-3 and revise newly
redesignated Sec.  270.6e-3 to read as follows:

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

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

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

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

such conflict up to and including establishing a new registered
management investment company and segregating the assets underlying the
variable annuity contracts and the scheduled or flexible contracts;
then:
    (i) The eligibility restrictions of Section 9(a) shall not apply to
those persons who are officers, directors or employees of the life
insurer or its affiliates who do not participate directly in the
management or administration of any registered management investment
company described in paragraph (b)(15) of this section;
    (ii) The life insurer shall be ineligible under paragraph (3) of
Section 9(a) to serve as investment adviser of or principal underwriter
for any registered management investment company described in paragraph
(b)(15) of this section only if an affiliated person of such life
insurer, ineligible by reason of paragraphs (1) or (2) of Section 9(a),
participates in the management or administration of such company;
    (iii) For purposes of any section of the Act which provides for the
vote of securityholders on matters relating to the separate account or
the underlying registered investment company, the voting provisions of
paragraph (b)(10)(i) and (ii) of this section apply; provided that:
    (A) The life insurer may vote shares of the registered management
investment companies held by the separate account without regard to
instructions from contractholders of the separate account if such
instructions would require such shares to be voted:
    (1) To cause such companies to make (or refrain from making)
certain investments which would result in changes in the sub-
classification or investment objectives of such companies or to approve
or disapprove any contract between such companies and an investment
adviser when required to do so by an insurance regulatory authority
subject to the provisions of paragraphs (b)(5)(i) and (b)(7)(ii)(A) of
this section; or
    (2) In favor of changes in investment objectives, investment
adviser of or principal underwriter for such companies subject to the
provisions of paragraphs (b)(5)(ii) and (b)(7)(ii) (B) and (C) of this
section;
    (B) Any action taken in accordance with paragraph
(b)(15)(iii)(A)(1) or (2) of this section and the reasons therefor
shall be disclosed in the next report contractholders made under
Section 30(e) (15 U.S.C. 80a-29(e)) and Sec.  270.30e-2 (Rule 30e-2);
    (iv) Any registered management investment company established by
the life insurer and described in paragraph (b)(15) of this section
shall be exempt from Section 14(a); and
    (v) Any registered management investment company established by the
life insurer and described in paragraph (b)(14) of this section shall
be exempt from Sections 15(a), 16(a), and 32(a)(2) (15 U.S.C. 80a-
15(a), 80-16(a), and 80-31(a)(2), respectively), to the extent
prescribed by paragraphs (b)(7)(i), (b)(8)(i), and (b)(14) of this
section; provided that the company complies with the conditions set
forth in those paragraphs as if it were a separate account.
    (c) When used in this Rule:
    (1) Flexible premium variable life insurance contract means a
contract of life insurance, subject to regulation under the insurance
laws or code of every jurisdiction in which it is offered, funded by a
separate account of a life insurer, which contract provides for:
    (i) Premium payments which are not fixed by the life insurer as to
both timing and amount; provided, however, that the life insurer may
fix the timing and minimum amount of premium payments for the first two
contract periods following issuance of the contract or of an increase
in or addition of insurance benefits, and may prescribe a reasonable
minimum amount for any additional premium payment;
    (ii) A death benefit the amount or duration of which may vary to
reflect the investment experience of the separate account;
    (iii) A cash value which varies to reflect the investment
experience of the separate account; and
    (iv) There is a reasonable expectation that subsequent premium
payments will be made.
    (2) Contract period means the period from a contract issue or
anniversary date to the earlier of the next following anniversary date
(or, if later, the last day of any grace period commencing before such
next following anniversary date) or the termination date of the
contract.
    (3) Cash value means the amount that would be available in cash
upon voluntary termination of a contract by its owner before it becomes
payable by death or maturity, without regard to any charges that may be
assessed upon such termination and before deduction of any outstanding
contract loan.
    (4) Cash surrender value means the amount available in cash upon
voluntary termination of a contract by its owner before it becomes
payable by death or maturity, after any charges assessed in connection
with the termination have been deducted and before deduction of any
outstanding contract loan.
    (5) Contract processing day means any day on which charges under
the contract are deducted from the separate account.
0
21. Amend Sec.  270.11a-2 by revising paragraph (c) to read as follows:

Sec.  270.11a-2   Offers of exchange by certain registered separate
accounts or others the terms of which do not require prior Commission
approval.

* * * * *
    (c) If the offering account imposes a front-end sales load on the
acquired security, then such sales load shall be a percentage that is
no greater than the excess of the rate of the front-end sales load
otherwise applicable to that security over the rate of any front-end
sales load previously paid on the exchanged security.
* * * * *
0
22. Revise Sec.  270.14a-2 to read as follows:

Sec.  270.14a-2   Exemption from section 14(a) of the Act for certain
registered separate accounts and their principal underwriters.

    (a) A registered separate account, and any principal underwriter
for such account, shall be exempt from section 14(a) of the Act (15
U.S.C. 80a-14(a)) with respect to a public offering of variable annuity
contracts participating in such account.
    (b) Any registered management investment company which has as a
promoter an insurance company and which offers its securities to
separate accounts of such insurance company that offer variable annuity
contracts and are registered under the Act as unit investment trusts
(``trust accounts''), and any principal underwriter for such investment
company, shall be exempt from section 14(a) with respect to such
offering and to the offering of such securities to trust accounts of
other insurance companies.
    (c) Any registered management investment company exempt from
section 14(a) of the Act pursuant to paragraph (b) of this section
shall be exempt from sections 15(a), 16(a), and 32(a)(2) of the Act (15
U.S.C. 80a-15(a), 80a-16(a), and 80a-31(a)(2)), to the extent
prescribed in rules 15a-3, 16a-1, and 32a-2 under the Act (17 CFR
270.15a-3, 270.16a-1, and 270.32a-2), provided that such investment
company complies with the conditions set forth in those rules as if it
were a separate account.
0
23. Revise Sec.  270.26a-1 to read as follows:

Sec.  270.26a-1   Payment of administrative fees to the depositor or
principal underwriter of a unit investment trust; exemptive relief for
separate accounts.

    For purposes of Section 26(a)(2)(C) of the Act, payment of a fee to
the depositor of or a principal underwriter for a registered unit
investment trust, or to any affiliated person or agent of such
depositor or underwriter (collectively, ``depositor''), for bookkeeping
or other administrative services provided to the trust shall be allowed
the custodian or trustee (``trustee'') as an expense, provided that
such fee is an amount not greater than the expenses, without profit:
    (a) Actually paid by such depositor directly attributable to the
services provided and
    (b) Increased by the services provided directly by such depositor,
as determined in accordance with generally accepted accounting
principles consistently applied.

Sec.  270.26a-2   [Removed]

0
24. Remove Sec.  270.26a-2.

Sec.  270.27a-1   [Removed]

0
25. Remove Sec.  270.27a-1.

Sec.  270.27a-2   [Removed]

0
26. Remove Sec.  270.27a-2.

Sec.  270.27a-3   [Removed]

0
27. Remove Sec.  270.27a-3.
0
28. Redesignate Sec.  270.27c-1 as Sec.  270.27i-1 and revise newly
redesignated Sec.  270.27i-1 to read as follows:

Sec.  270.27i-1   Exemption from Section 27(i)(2)(A) of the Act during
annuity payment period of variable annuity contracts participating in
certain registered separate accounts.

    A registered separate account, and any depositor of or underwriter
for such account, shall, during the annuity payment period of variable
annuity contracts participating in such account, be exempt from the
requirement of paragraph (1) of Section 27(i)(2)(A) of the Act that a
periodic payment plan certificate be a redeemable security.

Sec.  270.27c-1   [Removed and reserved]

0
29. Remove and reserve Sec.  270.27c-1.

Sec.  270.27d-2   [Removed and reserved]

0
30. Remove and reserve Sec.  270.27d-2.

Sec.  270.27e-1   [Removed and reserved]

0
31. Remove and reserve Sec.  270.27e-1.

Sec.  270.27f-1   [Removed and reserved]

0
32. Remove and reserve Sec.  270.27f-1.

Sec.  270.27g-1   [Removed and reserved]

0
33. Remove and reserve Sec.  270.27g-1.

Sec.  270.27h-1   [Removed and reserved]

0
34. Remove and reserve Sec.  270.27h-1.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
35. The general authority citation for part 274 continues to read as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub. L. 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

Sec. Sec.  239.15 and 274.11   [Removed and reserved]

0
36. Remove and reserve Sec.  239.15 and 274.11.
0
37. Revise Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) to
read as follows.

    Note: The text of Form N-3 will not appear in the Code of
Federal Regulations.

[GRAPHIC] [TIFF OMITTED] TP30NO18.000

[GRAPHIC] [TIFF OMITTED] TP30NO18.001

Contents of Form N-3

General Instructions
    A. Definitions
    B. Filing and Use of Form N-3
    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, Insurance Company,
and Investment Options
    Item 7. Management
    Item 8. Charges
    Item 9. General Description of Contracts
    Item 10. Annuity Period
    Item 11. Standard Death Benefit
    Item 12. Other Benefits Available Under the Contract
    Item 13. Purchases and Contract Value
    Item 14. Surrenders and Withdrawals
    Item 15. Loans
    Item 16. Taxes
    Item 17. Legal Proceedings
    Item 18. Financial Statements
    Item 19. Investment Options Available Under the Contract
    Item 20. Additional Information About Investment Options
Available Under the Contract
Part B: Information Required in a Statement of Additional
Information
    Item 21. Cover Page and Table of Contents
    Item 22. General Information and History
    Item 23. Investment Objectives and Risks
    Item 24. Management of the Registrant
    Item 25. Investment Advisory and Other Services
    Item 26. Portfolio Managers
    Item 27. Brokerage Allocation and Other Practices
    Item 28. Purchase of Securities Being Offered
    Item 29. Underwriters
    Item 30. Calculation of Performance Data
    Item 31. Annuity Payments
    Item 32. Financial Statements
    Item 33. Condensed Financial Information
Part C: Other Information
    Item 34. Exhibits
    Item 35. Directors and Officers of the Insurance Company
    Item 36. Persons Controlled by or Under Common Control With the
Insurance Company or Registrant
    Item 37. Indemnification
    Item 38. Business and Other Connections of Investment Adviser
    Item 39. Principal Underwriters
    Item 40. Location of Accounts and Records
    Item 41. Management Services
    Item 42. Fee Representation
Signatures

General Instructions

A. Definitions

    References to sections and rules in this Form N-3 are to the
Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (the
``Investment Company Act''), unless otherwise indicated. Terms used in
this Form N-3 have the same meaning as in the Investment Company Act or
the related rules, unless otherwise indicated. As used in this Form N-
3, the terms set out below have the following meanings:
    ``Class'' means a class of a Variable Annuity Contract that varies
principally with respect to distribution-related fees and expenses.
    ``Contractowner Account'' means any account of a contractowner,
participant, annuitant, or beneficiary to which (net) purchase payments
under a variable annuity contract are added and from which
administrative or transaction charges may be subtracted.
    ``Insurance Company'' means the person primarily responsible for
the organization of the Registrant and the person, other than the
trustee or the custodian, who has continuing functions or
responsibilities with respect to the administration of the affairs of
the Registrant. If there is more than one Insurance Company, the
information called for in this Form about the Insurance Company shall
be provided for each Insurance Company.
    ``Investment Option'' means any portfolio of investments in which
the Registrant invests and which may be selected as an option by the
contractowner.
    ``Money Market Account'' means an Investment Option that hold
itself out to

investors as a Money Market Fund or the equivalent of a Money Market
Fund.
    ``Money Market Fund'' means a registered open-end management
investment company, or series thereof, that is regulated as a money
market fund pursuant to rule 2a-7 [17 CFR 270.2a-7].
    ``Multiple Class Fund'' means an Investment Option that has more
than one Class.
    ``Registrant'' means the separate account (as defined in Section
2(a)(37) of the 1940 Act [15 U.S.C. 80a-2(a)(37)] that offers the
Variable Annuity Contracts.
    ``SAI'' means the Statement of Additional Information required by
Part B of this Form.
    ``Securities Act'' means the Securities Act of 1933 [15 U.S.C. 77a
et seq.].
    ``Securities Exchange Act'' means the Securities Exchange Act of
1934 [15 U.S.C. 78a et seq.].
    ``Statutory Prospectus'' means a prospectus that satisfies the
requirements of section 10(a) of the Securities Act [15 U.S.C. 77j(a)].
    ``Summary Prospectus'' has the meaning provided by paragraph
(a)(12) of rule 498A under the Securities Act [17 CFR 230.498A(a)(12)].
    ``Variable Annuity Contract'' or ``Contract'' means any
accumulation contract or annuity contract, any portion thereof, or any
unit of interest or participation therein pursuant to which the value
of the contract, either during an accumulation period or after
annuitization, or both, varies according to the investment experience
of the separate account in which the contract participates. Unless the
context otherwise requires, ``Variable Annuity Contract'' or
``Contract'' refers to the Variable Annuity Contracts being offered
pursuant to the registration statement prepared on this Form.

B. Filing and Use of Form N-3

1. What is Form N-3 used for?
    Form N-3 is used by all separate accounts organized as management
investment companies and offering Variable Annuity Contracts to file:
    (a) An initial registration statement under the Investment Company
Act and any amendments to the registration statement;
    (b) An initial registration statement required under the Securities
Act and any amendments to the registration statement, including
amendments required by section 10(a)(3) of the Securities Act [15
U.S.C. 77j(a)(3)]; or
    (c) Any combination of the filings in paragraph (a) or (b).
2. What is included in the registration statement?
    (a) For registration statements or amendments filed under both the
Investment Company Act and the Securities Act or only under the
Securities Act, include the facing sheet of the Form, Parts A, B, and
C, and the required signatures.
    (b) For registration statements or amendments filed only under the
Investment Company Act, include the facing sheet of the Form, responses
to all Items of Parts A (except Items 1, 4, 5, 10, 11, and 18), B, and
C (except Items 34(e), (m), (n), and (o)), and the required signatures.
3. What are the fees for Form N-3?
    No registration fees are required with the filing of Form N-3 to
register as an investment company under the Investment Company Act or
to register securities under the Securities Act. If Form N-3 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-3?
    (a) For registration statements and amendments filed under both the
Investment Company Act and the Securities Act or under only the
Securities Act, the general rules regarding the filing of registration
statements in Regulation C [17 CFR 230.400-230.498A] apply to the
filing of registration statements on Form N-3. Specific requirements
concerning investment companies appear in rules 480-485 and 495-498A of
Regulation C.
    (b) For registration statements and amendments filed only under the
Investment Company Act, the general provisions in rules 8b-1-8b-32 [17
CFR 270.8b-l to 8b-32] apply to the filing of registration statements
on Form N-3.
    (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-3.
    (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-3 Requirements
    (a) The requirements of Form N-3 are intended to promote effective
communication between the Registrant and prospective investors. A
Registrant's prospectus should clearly disclose the fundamental
features and risks of the Variable Annuity Contracts, using concise,
straightforward, and easy to understand language. A Registrant should
use document design techniques that promote effective communication.
    (b) The prospectus disclosure requirements in Form N-3 are intended
to elicit information for an average or typical investor who may not be
sophisticated in legal or financial matters. The prospectus should help
investors to evaluate the risks of an investment and to decide whether
to invest in a Variable Annuity Contract by providing a balanced
disclosure of positive and negative factors. Disclosure in the
prospectus should be designed to assist an investor in comparing and
contrasting a Variable Annuity Contract with other Contracts.
    (c) Responses to the Items in Form N-3 should be as simple and
direct as reasonably possible and should include only as much
information as is necessary to enable an average or typical investor to
understand the particular characteristics of the Variable Annuity
Contracts. The prospectus should avoid including lengthy legal and
technical discussions and simply restating legal or regulatory
requirements to which Contracts generally are subject. Brevity is
especially important in describing the practices or aspects of the
Registrant's operations that do not differ materially from those of
other separate accounts. Avoid excessive detail, technical or legal
terminology, and complex language. 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-3 will be
administered by the Commission in a way that will allow variances in
disclosure or presentation if appropriate for the circumstances
involved while remaining consistent with the objectives of Form N-3.
2. Form N-3 Is Divided Into Three Parts
    (a) Part A. Part A includes the information required in a
Registrant's prospectus under section 10(a) of the Securities Act. The
purpose of the prospectus is to provide essential

information about the Registrant and the Contracts in a way that will
help investors to make informed decisions about whether to purchase the
securities described in the prospectus. In responding to the Items in
Part A, avoid cross-references to the SAI. Cross-references within the
prospectus are most useful when their use assists investors in
understanding the information presented and does not add complexity to
the prospectus.
    (b) Part B. Part B includes the information required in a
Registrant's SAI. The purpose of the SAI is to provide additional
information about the Registrant and the Contracts that the Commission
has concluded is not necessary or appropriate in the public interest or
for the protection of investors to be in the prospectus, but that some
investors may find useful. Part B affords the Registrant an opportunity
to expand discussions of the matters described in the prospectus by
including additional information that the Registrant believes may be of
interest to some investors. The Registrant should not duplicate in the
SAI information that is provided in the prospectus, unless necessary to
make the SAI comprehensible as a document independent of the
prospectus.
    (c) Part C. Part C includes other information required in a
Registrant's registration statement.
3. Additional Matters
    (a) Organization of Information. Organize the information in the
prospectus and SAI to make it easy for investors to understand.
Notwithstanding rule 421(a) under the Securities Act [17 CFR
230.421(a)] regarding the order of information required in a
prospectus, disclose the information required by Item 2 (Overview of
the Contract), Item 3 (Key Information), and Item 4 (Fee Table) in
numerical order at the front of the prospectus. Do not precede Items 2,
3, and 4 with any other Item except the Cover Page (Item 1), a
glossary, if any (General Instruction C.3.(d)), or a table of contents
meeting the requirements of rule 481(c) under the Securities Act [17
CFR 230.481(c)]. If the discussion of the information required by Items
2 or 3 also responds to disclosure requirements in other items of the
prospectus, a Registrant need not include additional disclosure in the
prospectus that repeats the information disclosed in response to those
items.
    (b) Other Information. A Registrant may include, except in response
to Items 2 and 3, information in the prospectus or the SAI that is not
otherwise required so long as the information is not incomplete,
inaccurate, or misleading and does not, because of its nature,
quantity, or manner of presentation, obscure or impede understanding of
the information that is required to be included. For example,
Registrants are free to include in the prospectus financial statements
required to be in the SAI, and may include in the SAI financial
statements that may be placed in Part C.
    (c) Presentation of Information. To aid investor comprehension,
Registrants are encouraged to use, as appropriate, question-and-answer
formats, tables, side-by-side comparisons, captions, bullet points,
numeric examples, illustrations or similar presentation methods. For
example, such presentation methods would be appropriate when presenting
disclosure for similar Contract features, prospectuses describing
multiple Variable Annuity Contracts, or the operation of optional
benefits or annuitization.
    (d) Definitions. Define the special terms used in the prospectus
(e.g., accumulation unit, contractowner, participant, sub-account,
etc.) in any presentation that clearly conveys meaning to investors. If
the Registrant elects to include a glossary or list of definitions,
only special terms used throughout the prospectus must be defined or
listed. If a special term is used in only one section of the
prospectus, it may be defined there (and need not be included in any
glossary or list of definitions that the Registrant includes).
    (e) Use of Form N-3 to Register Multiple Contracts.
    (i) A single prospectus may describe multiple Contracts that are
essentially identical. Whether the prospectus describes Contracts that
are ``essentially identical'' will depend on the facts and
circumstances. For example, a Contract that does not offer optional
benefits would not be essentially identical to one that does.
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-3 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 Investment Options offered; or
(iii) the prospectuses describe both the original and an ``enhanced''
version of the same Contract (where the ``enhanced'' version modifies
the features or options that the Registrant offers under that
Contract).
    (iii) Paragraph (a) of General Instruction C.3 requires Registrants
to disclose the information required by Items 2, 3, and 4 in numerical
order at the front of the prospectus and generally not to precede the
Items with other information. As a general matter, Registrants
providing disclosure in a single prospectus for more than one Variable
Annuity Contract, or for Contracts sold in both the group and
individual markets, may depart from the requirement of paragraph (a) as
necessary to present the required information clearly and effectively
(although the order of information required by each Item must remain
the same). For example, the prospectus may present all of the Item 2
information for several Variable Annuity Contracts, followed by all of
the Item 3 information for the Contracts, and followed by all of the
Item 4 information for the Contracts. Alternatively, the prospectus may
present Items 2, 3, and 4 for each of several Contracts sequentially.
Other presentations also would be acceptable if they are consistent
with the Form's intent to disclose the information required by Items 2,
3, and 4 in a standard order at the beginning of the prospectus.
    (f) Dates. Rule 423 under the Securities Act [17 CFR 230.423]
applies to the dates of the prospectuses and the SAI. The SAI should be
made available at the same time that the prospectus becomes available
for purposes of rules 430 and 460 under the Securities Act [17 CFR
230.430 and 230.460].
    (g) Sales Literature. A Registrant may include sales literature in
the prospectus so long as the amount of this information does not add
substantial length to the prospectus and the placement of the sales
literature 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-3
that includes or amends information provided in response to Items 3, 4,
5, 12, 19, or 20.
    (A) Except as required by paragraph (h)(i)(B), the Interactive Data
File must

be submitted as an amendment to the registration statement to which the
Interactive Data File relates. The amendment must be submitted on or
before the date the registration statement or post-effective amendment
that contains the related information becomes effective.
    (B) In the case of a post-effective amendment to a registration
statement filed pursuant to paragraphs (b)(1)(i), (ii), (v), or (vii)
of rule 485 under the Securities Act [17 CFR 230.485(b)], the
Interactive Data File must be submitted either with the filing, or as
an amendment to the registration statement to which the Interactive
Data Filing relates that is submitted on or before the date the post-
effective amendment that contains the related information becomes
effective.
    (ii) An Interactive Data File is required to be submitted to the
Commission in the manner provided by rule 405 of Regulation S-T for any
form of prospectus filed pursuant to paragraphs (c) or (e) of rule 497
under the Securities Act [17 CFR 230.497(c) or (e)] that includes
information provided in response to Items 3, 4, 5, 12, 19 or 20 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 electronic 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-3
    (a) A Registrant may not incorporate by reference into a prospectus
information that Part A of this Form requires to be included in a
prospectus, except as specifically permitted by Part A, of the Form.
    (b) A Registrant may incorporate by reference any or all of the SAI
into the prospectus (but not to provide any information required by
Part A to be included in the prospectus) without delivering the SAI
with the prospectus.
    (c) A Registrant may incorporate by reference into the SAI or its
response to Part C information that Parts B and C require to be
included in the Registrant's registration statement.
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 Insurance Company's name.
    (3) The types of Variable Annuity Contracts offered by the
prospectus (e.g., group, individual, single premium immediate, flexible
premium deferred).
    (4) The Investment Options available under the contract.
    (5) The name of the Contract and the Class or Classes, if any, to
which the Contract relates.
    (6) The date of the prospectus.
    (7) The statement required by rule 481(b)(1) under the Securities
Act.
    (8) The statement that additional information about certain
investment products, including variable annuities, has been prepared by
the Securities and Exchange Commission's staff and is available at
Investor.gov.
    (9) In the case of a Registrant holding itself out as a Money
Market Fund or an Investment Option holding itself out as a Money
Market Account, a prominent statement that an investment in the
Registrant or the Investment Option is neither insured nor guaranteed
by the U.S. Government.
    (10) The legend: ``If you are a new investor in the [Contract], you
may cancel your [Contract] within 10 days of receiving it without
paying fees or penalties. In some states, this cancellation period may
be longer. Upon cancellation, you will receive either a full refund of
the amount you paid with your application or your total contract value.
You should review this prospectus, or consult with your investment
professional, for additional information about the specific
cancellation terms that apply.''
    Instruction. A Registrant may include on the front cover page any
additional information, subject to the requirement of General
Instruction C.3.(b) and (c).
    (b) Back Cover Page. Include the following information, in plain
English under rule 421(d) under the Securities Act [17 CFR 230.421(d)],
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)(1)).
    Instruction. The Registrant may combine the information about
incorporation by reference with the

statements required under paragraph (b)(1).
    (3) A statement that reports and other information about the
Registrant are available on the Commission's internet site at http://www.sec.gov, and that copies of this information may be obtained, upon
payment of a duplicating fee, by electronic request at the following
email address: [email protected].
    (4) The EDGAR contract identifier for the Contract on the bottom of
the back cover page in type size smaller than that generally used in
the prospectus (e.g., 8-point modern type).

Item 2. Overview of the Contract

    Provide a concise description of the Contract, including the
following information:
    (a) Purpose. Briefly describe the purpose(s) of the Contract (e.g.,
to help the contractowner accumulate assets through an investment
portfolio, to provide or supplement the contractowner's retirement
income, to provide death and/or other benefits). State for whom the
Contract may be appropriate (e.g., by discussing a representative
investor's time horizon, liquidity needs, and financial goals).
    (b) Phases of Contract. Briefly describe the accumulation (savings)
phase and annuity (income) phase of the Contract.
    (1) This discussion should include 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
Investment Option is provided elsewhere in the prospectus (see Items 19
and 20), and provide cross-references as appropriate.
    2. A detailed explanation of the separate account and Investment
Options is not necessary and should be avoided.
    (2) State, if applicable, that if a contractowner annuitizes, he or
she will receive a stream of income payments, however (i) he or she
will be unable to make withdrawals and (ii) death benefits and living
benefits will terminate.
    (c) Contract Features. Summarize the Contract's primary features,
including death benefits, withdrawal options, loan provisions, and any
available optional benefits. If applicable, state that the
contractowner will incur an additional fee for selecting a particular
benefit.

Item 3. Key Information

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

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

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

    Instructions.
    1. General.
    (a) A Registrant should disclose the required information in the
tabular presentation(s) reflected herein, in the order specified. A
Registrant may exclude any disclosures that are not applicable, or
modify any of the statements required to be included, so long as the
modified statement contains comparable information.
    (b) A Registrant should provide cross-references to the location in
the Statutory Prospectus where the subject matter is described in
greater detail. Cross-references in electronic versions of the Summary
Prospectus and/or Statutory Prospectus should link directly to the
location in the Statutory Prospectus where the subject matter is
discussed in greater detail. The cross-reference should be adjacent to
the relevant disclosure, either within the table row, or presented in
an additional table column.
    (c) All disclosures provided in response to this Item 3 should be
short and succinct, consistent with the limitations of a tabular
presentation.
    2. Fees and Expenses
    (a) Surrender Charges (charges for early withdrawal). Include a
statement that if the contractowner withdraws money from the Contract
within [x] years following his or her last premium payment, he or she
will be assessed a surrender charge. Include in this statement the
maximum surrender charge (as a percentage of [contribution/premium or
amount surrendered]), and the maximum number of years that a surrender
charge may be assessed since the last premium payment under the
contract. Provide an example of the maximum surrender charge a
contractowner could pay (in dollars) under the Contract assuming a
$100,000 investment (e.g., ``[i]f you make an early withdrawal, you
could pay a surrender charge of up to $9,000 on a $100,000
investment.'').
    (b) Transaction Charges (charges for certain transactions). State
that in addition to surrender charges (if applicable), the
contractowner may also be charged for other transactions, and provide a
brief narrative description of the types of such charges (e.g., front-
end loads, charges for transferring cash value between Investment
Options, charges for wire transfers, etc.).
    (c) Ongoing Fees and Expenses (annual charges).
    Include the following information, in the order specified:
    (i) Minimum and Maximum Annual Fee Table
    (A) The legend: ``The table below describes the fees and expenses
that you may pay each year, depending on the options you choose. Please
refer to your contract specifications page for information about the
specific fees you will pay each year based on the options you have
elected.''
    (B) Provide Minimum and Maximum Annual Fees in substantially the
following tabular format, in the order specified.

----------------------------------------------------------------------------------------------------------------
                                  Annual fee                                        Minimum          Maximum
----------------------------------------------------------------------------------------------------------------
Annual contract expenses (excluding optional benefit expenses)................            [ ]%             [ ]%
Optional benefits (if elected)................................................            [ ]%             [ ]%
----------------------------------------------------------------------------------------------------------------

    (C) Explain, in a parenthetical or footnote to the table or each
caption, the basis for each percentage (e.g., % of separate account
value or benefit base).
    (D) Annual contract expenses should be calculated in accordance
with the instructions for Total Annual Contract Expenses in Item 4.
    (E) The Minimum Annual Fee means the lowest available current fee
for each annual fee category (i.e., the least expensive annual contract
expenses, and the least expensive optional benefit available for an
additional charge). The Maximum Annual Fee means the highest available
current fee for each annual fee category (i.e., the most expensive
annual contract expenses, and the most expensive optional benefit
available for an additional charge).
    (ii) Lowest and Highest Annual Cost Table
    (A) The legend: ``Because your contract is customizable, the
choices you make affect how much you will pay. To help you understand
the cost of owning your contract, the following table shows the lowest
and highest cost you could pay each year. This estimate assumes that
you do not take withdrawals from the contract, which could add
surrender charges that substantially increase costs.''
    (B) Provide Lowest and Highest Annual Costs in substantially the
following tabular format, in the order specified.

------------------------------------------------------------------------
        Lowest annual cost: $[ ]            Highest annual cost: $[ ]
------------------------------------------------------------------------
Assumes:                                 Assumes:
    Investment of $100,000.....      Investment of
 5% annual appreciation........      $100,000.
 Least expensive combination of   5% annual
 annual contract expenses.                appreciation.
 No optional benefits..........   Most expensive
 No sales charges..............   combination of annual contract
 No additional contributions,     expenses and optional
 transfers or withdrawals.                benefits.
                                          No sales charges.
                                          No additional
                                          contributions, transfers or
                                          withdrawals.
------------------------------------------------------------------------

    (C) Calculate the Lowest and Highest Annual Cost estimates in the
following manner:
    a. Calculate the dollar amount of fees that would be assessed based
on the assumptions described in the table above for each of the first
10 Contract years.
    b. Total each year's fees (discounted to the present value using a
5% annual discount rate) and divide by 10 to calculate the estimated
dollar amounts that are required to be set forth in the table above.
    c. Sales loads, other than ongoing sales charges, may be excluded
from the Lowest and Highest Annual Cost estimates.
    d. Amounts of any premium bonus may be excluded from the Lowest and
Highest Annual Cost estimates.
    e. Unless otherwise stated, the least and most expensive
combination of annual contract expenses and optional benefits available
for an additional charge should be based on the disclosures provided in
the Example in Item 4. If a different combination of annual contract
expenses and optional benefits available for an additional charge would
result in different Minimum or Maximum fees in different years, use the
least expensive or most expensive combination of annual contract
expenses and optional benefits each year.
    3. Risks
    (a) Risk of Loss. State that a contractowner can lose money by
investing in the Contract
    (b) Not a Short-Term Investment. State that a Contract is not a
short-term investment vehicle and is not appropriate for an investor
who needs ready access to cash, accompanied by a brief explanation.
    (c) Risks Associated with Investment. 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 (as well as any fixed account Investment
Option), that each Investment Option will have its own unique risks,
and that the contractowner should review prospectus disclosures
regarding the Investment Options before making an investment decision.
    (d) Insurance Company Risks. State that an investment in the
Contract is subject to the risks related to the Insurance Company,
including that any obligations, guarantees, or benefits are subject to
the claims-paying ability of the Insurance Company. If applicable,
further state that more information about the Insurance Company,
including its financial strength ratings, is available upon request
from the Registrant.
    Instruction. A Registrant may include the Insurance Company's
financial strength rating(s) and omit the disclosures contemplated by
the last sentence of Instruction 3.(d).
    4. Restrictions.
    (a) Investments. Briefly state whether there are any restrictions
that may limit the investments that a contractowner may choose, as well
as any limitations on the transfer of Contract value among Investment
Options. If applicable, state that the insurer reserves the right to
remove or substitute Investment Options.
    (b) Optional Benefits. State whether there are any restrictions or
limitations relating to optional benefits, and/or whether an optional
benefit may be modified or terminated by the Registrant. If applicable,
state that withdrawals may affect the availability of optional benefits
by reducing the benefit by an amount greater than the value withdrawn,
and/or could terminate a benefit.
    5. Taxes--Tax Implications. State that a contractowner should
consult with a tax professional to determine the tax implications of an
investment in and payments received under the Contract, and that there
is no additional tax benefit to the contractowner if the Contract is
purchased through a tax-qualified plan or individual retirement account
(IRA). Explain that withdrawals will be subject to ordinary income tax,
and may be subject to tax penalties.
    6. Conflicts of Interest.
    (a) Investment Professional Compensation. State that some
investment professionals receive compensation for selling the Contract
to investors, and briefly describe the basis upon which such
compensation is typically paid (e.g., commissions, revenue sharing,
compensation from affiliates and third parties). State that these
investment professionals may have a financial incentive to offer or
recommend the Contract over another investment for which the investment
professional is not compensated (or compensated less).
    (b) Exchanges. State that some investment professionals may have a
financial incentive to offer a contractowner a new contract in place of
the one he or she already owns, and that a contractowner should only
exchange his or her contract if he or she

determines, after comparing the features, fees, and risks of both
contracts, that it is preferable for him or her to purchase the new
contract rather than continue to own the existing contract.
    Instruction. A Registrant may omit these line-items if neither the
Registrant nor any of its related companies pay financial
intermediaries for the sale of the Contract or related services.

Item 4. Fee Table

    Include the following information:
    The following tables describe the fees and expenses that you will
pay when buying, owning, and surrendering the contract. Please refer to
your contract specifications page for information about the specific
fees you will pay each year based on the options you have elected.
    The first table describes the fees and expenses that you will pay
at the time that you buy the contract, surrender the contract, or
transfer cash value between [Investment Options]. State premium taxes
may also be deducted.

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

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

    The next table describes the fees and expenses that you will pay
each year during the time you own the contract. If you choose to
purchase an optional benefit, you will pay additional charges, as shown
below.

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

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

Example

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

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

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

Portfolio Turnover
    The Investment Option pays transaction costs, such as commissions,
when it buys and sells securities (or ``turns over'' its portfolio). A
higher portfolio turnover rate may indicate higher transaction costs
and may result in higher taxes when Registrant shares are held in a
taxable account. These costs, which are not reflected in annual
contract expenses or in the example, affect the Investment Option's
performance. During the most recent fiscal year, the Investment
Option's portfolio turnover rate was __% of the average value of its
portfolio.
    Instructions.
    1. Include the narrative explanations in the order indicated. A
Registrant may modify a narrative explanation if the explanation
contains comparable information to that shown.
    2. Assume that the annuity contract is owned during the
accumulation period for purposes of the table (including the Example).
If an annuitant would pay different fees or be subject to different
expenses, disclose this in a brief narrative and provide a cross-
reference to those portions of the prospectus describing these fees.
    3. A Registrant may omit captions if the Registrant does not charge
the fees or expenses covered by the captions. A Registrant may modify
or add captions if the captions shown do not provide an accurate
description of the Registrant's fees and expenses.
    4. Round all dollar figures to the nearest dollar and all
percentages to the nearest hundredth of one percent.
    5. In the Annual Transaction Expenses and Annual Contract Expenses
tables, the Registrant must disclose the maximum guaranteed charge,
unless a specific instruction directs otherwise. If a fee is calculated
based on a benchmark (e.g., a fee that varies according to volatility
levels or Treasury yields), the Registrant must also disclose the
maximum guaranteed charge as a single number. The Registrant may
disclose the current charge, in addition to the maximum charge, if the
disclosure of the current charge is no more prominent than, and does
not obscure or impede understanding of, the disclosure of the maximum
charge. In addition, the Registrant may include in a footnote to the
table a tabular, narrative, or other presentation providing further
detail regarding variations in the charge. For example, if deferred
sales charges decline over time, the Registrant may include in a
footnote a presentation regarding the scheduled reductions in the
deferred sales charges.
    6. Provide a separate fee table (or separate column within the
table) for each Contract form offered by the prospectus that has
different fees.
    7. If the Registrant offers more than one Investment Option,
provide a separate response for each Investment Option. In addition, in
a Contract with more than one Class, provide a separate response for
each Class.
Administrative [Expenses]
    8. Administrative expenses include any contract, account, or
similar fee imposed on all Contractowner Accounts on any recurring
basis.
Annual Transaction [Expenses]
    9. ``Sales Load Imposed on Purchases'' includes the maximum sales
load imposed upon purchase payments and may include a tabular
presentation, within the larger table, of the range of such sales
loads.
    10. ``Deferred Sales Load'' includes the maximum contingent
deferred sales load (or surrender charge), expressed as

a percentage of the original purchase price or amount surrendered, and
may include a tabular presentation, within the larger table, of the
range of contingent deferred sales loads over time.
    11. ``Exchange Fee'' includes the maximum fee charged for any
exchange or transfer of Contract value from the Registrant to another
investment company or from one Investment Option of the Registrant to
another Investment Option or the insurance company's general account.
The Registrant may include a tabular presentation of the range of
exchange fees unless such a presentation would be so lengthy as to
encumber the larger table, in which case the Registrant should only
provide a cross-reference to the narrative portion of the prospectus
discussing the exchange fee.
    12. If the Registrant (or any other party pursuant to an agreement
with the Registrant) charges any other transaction fee, add another
caption describing it and list the (maximum) amount or basis on which
the fee is deducted.
Base Contract [Expenses]
    13. Base Contract expenses includes mortality and expense risk
fees, and account fees and expenses. Account fees and expenses include
all fees and expenses (except sales loads, mortality and expense risk
fees, and optional benefits) that are deducted from separate account
assets or charged to all Contractowner Accounts.
    14. Other Annual Expenses.
    (a) ``Management Fees'' include investment advisory fees (including
any component thereof based on the performance of the Registrant), any
other management fees payable to the investment adviser or its
affiliates and administrative fees payable to the investment adviser or
its affiliates not included as ``Other Expenses.''
    (b)(i) ``Other Expenses'' includes all expenses (except fees and
expenses reported in other items in the table) that are deducted from
separate account assets and are reflected as expenses in the
Registrant's statement of operations (including increases resulting
from complying with paragraph 2(g) of Rule 6-07 [17 CFR 210.6-07] of
Regulation S-X).
    (ii) ``Other Expenses'' do not include extraordinary expenses.
``Extraordinary expenses'' refers to expenses that are distinguished by
their unusual nature and by the infrequency of occurrence. Unusual
nature means the expense has a high degree of abnormality and is
clearly unrelated to, or only incidentally related to, the ordinary and
typical activities of the fund, taking into account the environment in
which the fund operates. Infrequency of occurrence means the expense is
not reasonably expected to recur in the foreseeable future, taking into
consideration the environment in which the fund operates. The
environment of a fund includes such factors as the characteristics of
the industry or industries in which it operates, the geographical
location of its operations, and the nature and extent of governmental
regulation. If extraordinary expenses were incurred that materially
affected the Registrant's ``Other Expenses,'' the Registrant should
disclose in the narrative following the table what the ``Other
Expenses'' would have been had extraordinary expenses been included.
    (iii) The Registrant may subdivide this caption into no more than
three subcategories of the Registrant's choosing, but must also include
a total of all ``Other Expenses.''
    (c) The percentages expressing annual expenses should be based on
amounts incurred during the most recent fiscal year. However, if the
Registrant has changed its fiscal year, and as a result the most recent
fiscal year is less than three months, the Registrant should use the
fiscal year prior to the most recent fiscal year as the basis for
determining annual expenses.
    (d) If there have been any changes in the annual expenses that
would materially affect the information disclosed in the table:
    (i) Restate the expense information using the current fees that
would have been applicable had they been in effect during the previous
fiscal year; and
    (ii) In the narrative following the table, disclose that the
expense information in the table has been restated to reflect current
fees.
    Instruction. A change in annual expenses means either an increase
or a decrease in expenses that occurred during the most recent fiscal
year or that is expected to occur during the current fiscal year. It
includes the elimination of any expense reimbursement or fee waiver
arrangement, in which case the expenses that would have been incurred
had there been no reimbursement or waiver should be listed, but does
not include circumstances where separate account expenses decrease in
relation to the size of the separate account so as to make any waiver
or reimbursement arrangement inoperative. An expected decrease in
expenses as a percentage of assets due to economies of scale or
breakpoints in a fee arrangement for a separate account whose assets
have increased is an example of a change that should not be treated as
a change requiring restatement.
    (e) If there were expense reimbursement or fee waiver arrangements
that reduced any operating expenses and will continue to reduce them in
the current fiscal year: (a) Revise the appropriate caption by adding
``After Expense Reimbursements'' or some similar phrase; (b) state the
amount of the actual expenses incurred, (i.e., net of the amount
reimbursed or waived); and (c) disclose in the narrative following the
table the amount the expenses would have been absent the reimbursement
or waiver.
    (f)(i) If the Registrant invests in shares of one or more Acquired
Funds, add a subcaption to the ``Annual Expenses'' portion of the table
directly above the subcaption titled ``Total Annual Expenses.'' Title
the additional subcaption: ``Acquired Fund Fees and Expenses.''
Disclose in the subcaption fees and expenses incurred indirectly by the
Registrant as a result of investment in shares of one or more Acquired
Funds. For purposes of this Item, an ``Acquired Fund'' means any
company in which the Registrant invests that (i) is an investment
company or (ii) would be an investment company under section 3(a) of
the 1940 Act (15 U.S.C. 80a3(a)) but for the exceptions to that
definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act
(15 U.S.C. 80a-3(c)(1) and 80a-3(c)(7)). If a Registrant uses another
term in response to other requirements of this Form to refer to
Acquired Funds, it may include that term in parentheses following the
subcaption title. In the event the fees and expenses incurred
indirectly by the Registrant as a result of investment in shares of one
or more Acquired Funds do not exceed 0.01 percent (one basis point) of
average net assets of the Registrant, the Registrant may include these
fees and expenses under the subcaption ``Other Expenses'' in lieu of
this disclosure requirement.
    (ii) Determine the ``Acquired Fund Fees and Expenses'' according to
the following formula:

AFFE = [(F1/FY) * AI1 * D1] +
[(F2/FY) * AI2 * D2] +
[(F3/FY) * AI3 * D3] + Transaction
Fees + Incentive Allocations Average Net Assets of the Registrant

Where:

AFFE = Acquired Fund fees and expenses;
F1, F2, F3, . . . = Total annual
operating expense ratio for each Acquired Fund;
FY = Number of days in the relevant fiscal year;
AI1, AI2, AI3, . . . = Average
invested balance in each Acquired Fund;

D1, D2, D3, . . . = Number of days
invested in each Acquired Fund;
``Transaction Fees'' = The total amount of sales loads, redemption
fees, or other transaction fees paid by the Registrant in connection
with acquiring or disposing of shares in any Acquired Funds during
the most recent fiscal year.

    (iii) Calculate the average net assets of the Registrant for the
most recent fiscal year based on the value of the net assets determined
no less frequently than the end of each month.
    (iv) The total annual operating expense ratio used for purposes of
this calculation (F1) is the annualized ratio of operating expenses to
average net assets for the Acquired Fund's most recent fiscal period as
disclosed in the Acquired Fund's most recent shareholder report. If the
ratio of expenses to average net assets is not included in the most
recent shareholder report or the Acquired Fund is a newly formed fund
that has not provided a shareholder report, then the ratio of expenses
to average net assets of the Acquired Fund is the ratio of total annual
operating expenses to average annual net assets of the Acquired Fund
for its most recent fiscal period as disclosed in the most recent
communication from the Acquired Fund to the Registrant. For purposes of
this instruction, Acquired Fund expenses include increases resulting
from brokerage service and expense offset arrangements and reductions
resulting from fee waivers or reimbursements by the Acquired Funds'
investment advisers or sponsors.
    (v) To determine the average invested balance (AI1), the numerator
is the sum of the amount initially invested in an Acquired Fund during
the most recent fiscal year (if the investment was held at the end of
the previous fiscal year, use the amount invested as of the end of the
previous fiscal year) and the amounts invested in the Acquired Fund no
less frequently than monthly during the period the investment is held
by the Registrant (if the investment was held through the end of the
fiscal year, use each month-end through and including the fiscal year-
end). Divide the numerator by the number of measurement points included
in the calculation of the numerator (i.e., if an investment is made
during the fiscal year and held for 3 succeeding months, the
denominator would be 4).
Optional Benefits [Expenses]
    15. Optional Benefits expenses include any optional features (e.g.,
enhanced death benefits and living benefits) offered under the Contract
for an additional charge.
Total Annual Contract Expenses
    16. If optional benefit expenses are calculated on a basis other
than account value, Registrants should prominently indicate that those
optional benefit expenses are not included in total annual expenses
(which are calculated as a percentage of account value).
Example
    17. For purposes of the Example(s) in the table, provide the
following for each contract class of each Investment Option:
    (a) Assume that the percentage amounts listed under ``Base Contract
[Expenses]'' remain the same in each year of the 1-, 3-, 5-, and 10-
year periods, except that an appropriate adjust to reflect reduced
annual expenses from completion of organization expense amortization
may be made;
    (b) The most expensive combination of contract features must be
shown first. Additional expense presentations are permitted, but not
required;
    (c) Assume the maximum sales load that may be deducted from
purchase payments is deducted;
    (d) For any breakpoint in any fee, assume that the amount of the
Registrant's (and the Investment Option's) assets remains constant as
of the level at the end of the most recently completed fiscal year;
    (e) Assume no exchanges or other transactions;
    (f) Reflect any [annual] contract expenses by dividing the total
amount of [annual] contract expenses collected during the year that are
attributable to the contract offered by the prospectus by the total
average net assets that are attributable to the contract offered by the
prospectus. Add the resulting percentage to Base Contract expenses and
assume that it remains the same in each year of the 1-, 3-, 5-, and 10-
year periods;
    (g) Reflect any contingent deferred sales load by assuming a
complete surrender on the last day of the year;
    (h) Provide the information required in the third section of the
Example only if a sales load or other fee is charged upon a complete
surrender; and
    (i) Include in the Example the information provided by the caption
``If you annuitize at the end of the applicable time period'' only if
the Registrant charges fees upon annuitization that are different from
those charged upon surrender.

Item 5. Principal Risks of Investing in the Contract

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

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

    Concisely discuss the organization and operation or proposed
operation of the Registrant. Include the information specified below.
    (a) Insurance Company. Provide the name and address of the
Insurance Company.
    (b) Registrant. Briefly describe the Registrant. Include a
statement indicating that:
    (1) Income, gains, and losses credited to, or charged against, the
Registrant reflect the Registrant's own investment experience and not
the investment experience of the Insurance Company's other assets;
    (2) the assets of the Registrant may not be used to pay any
liabilities of the Insurance Company other than those arising from the
Contracts; and
    (3) the Insurance Company is obligated to pay all amounts promised
to contractowners under the Contracts.
    (c) Investment Options. State that information regarding each
Investment Option, including (i) its name, (ii) its type (e.g., Money
Market Account, bond fund, balanced fund, etc.) or a brief statement
concerning its investment objectives, (iii) its investment adviser and
any sub-investment adviser, (iv) expense ratio, and (v) performance is
available elsewhere in the prospectus (see Items 19 and 20), and
provide cross-references as appropriate.
    (d) Portfolio Holdings. State that a description of the
Registrant's policies and procedures with respect to the disclosure of
the Registrant's portfolio securities is available (i) in the
Registrant's SAI; and (ii) on the Registrant's website, if applicable.
    (e) Voting. Concisely discuss the rights of contractowners to
instruct the Insurance Company on the voting of shares of the
Registrant, including the manner in which votes will be allocated.

Item 7. Management

    (a) Investment Adviser. Provide the name and address of each
investment adviser of the Registrant, including sub advisers. Describe
the investment adviser's experience as an investment adviser and the
advisory services that it provides to the Registrant.

    (1) Describe the compensation of each investment adviser of the
Registrant as follows:
    (i) If the Registrant has operated for a full fiscal year, state
the aggregate fee paid to the adviser for the most recent fiscal year
as a percentage of average net assets. If the Registrant has not
operated for a full fiscal year, state what the adviser's fee is as a
percentage of average net assets, including any breakpoints.
    (ii) If the adviser's fee is not based on a percentage of average
net assets (e.g., the adviser receives a performance- based fee),
describe the basis of the adviser's compensation.
    (2) Include a statement, adjacent to the disclosure required by
paragraph (a)(1) of this Item, that a discussion regarding the basis
for the board of directors approving any investment advisory contract
of the Registrant is available in the Registrant's annual or semi-
annual report to contractowners, as applicable, and providing the
period covered by the relevant annual or semi-annual report.
    Instructions.
    1. If the Registrant changed advisers during the fiscal year,
describe the compensation and the dates of service for each adviser.
    2. Explain any changes in the basis of computing the adviser's
compensation during the fiscal year.
    3. If a Registrant has more than one investment adviser, disclose
the aggregate fee paid to all of the advisers, rather than the fees
paid to each adviser, in response to this Item.
    (b) Portfolio Manager. State the name, title, and length of service
of the person or persons employed by or associated with the Registrant
or an investment adviser of the Registrant who are primarily
responsible for the day-to-day management of the Registrant's portfolio
(``Portfolio Manager''). For each Portfolio Manager identified, state
the Portfolio Manager's business experience during the past 5 years.
Include a statement, adjacent to the foregoing disclosure, that the SAI
provides additional information about the Portfolio Manager's(s')
compensation, other accounts managed by the Portfolio Manager(s), and
the Portfolio Manager's(s') ownership of securities in the Registrant.
If a Portfolio Manager is a member of a committee, team, or other group
of persons associated with the Registrant or an investment adviser of
the Registrant that is jointly and primarily responsible for the day-
to-day management of the Registrant's portfolio, provide a brief
description of the person's role on the committee, team, or other group
(e.g., lead member), including a description of any limitations on the
person's role and the relationship between the person's role and the
roles of other persons who have responsibility for the day-to-day
management of the Registrant's portfolio.

Item 8. Charges

    (a) Description. Briefly describe all charges deducted from
purchase payments, Contractowner Accounts, or assets of the Registrant,
or any other source (e.g., sales loads, premium taxes and other taxes,
administrative and transaction charges, risk charges, contract loan
charges, and optional benefit charges). Indicate whether each charge
will be deducted from purchase payments, Contractowner Accounts, or the
Registrant's assets, the proceeds of withdrawals or surrenders, or some
other source. When possible, specify the amount of any current charge
as a percentage or dollar figure (e.g., 0.95% of average daily net
assets or $5 per exchange). For recurring charges, specify the
frequency of the deduction (e.g., daily, monthly, annually). Identify
the person who receives the amount deducted, briefly explain what is
provided in consideration for the charges, and explain the extent to
which any charge can be modified. Where it is possible to identify what
is provided in consideration for a particular charge (e.g., use of
sales load to pay distribution costs, please explain what is provided
in consideration for that charge separately.
    Instructions.
    1. Describe the sales loads applicable to the Contract and how
sales loads are charged and calculated, including the factors affecting
the computation of the amount of the sales load. If the Contract has a
front-end sales load, describe the sales load as a percentage of the
applicable measure of purchase payments and as a percentage of the net
amount invested for each breakpoint. For Contracts with a deferred
sales load, describe the sales load as a percentage of the applicable
measure of purchase payments (or other basis) that the deferred sales
load may represent. Percentages should be shown in a table. Identify
any events on which a deferred sales load is deducted (e.g., surrender
or partial surrender). The description of any deferred sales load
should include how the deduction will be allocated among Investment
Options of the Registrant and when, if ever, the sales load will be
waived (e.g., if the Contract provides a free withdrawal amount).
    2. Unless set forth in response to Instruction 1, list any special
purchase plans or methods established pursuant to a rule or an
exemptive order that reflect scheduled variations in, or elimination
of, the sales load (e.g., group discounts, waiver of sales load upon
annuitization or attainment of a certain age, waiver of deferred sales
load for a certain percentage of contract value (``free corridor''),
investment of proceeds from another policy, exchange privileges,
employee benefit plans, or the terms of a merger, acquisition or
exchange offer made pursuant to a plan of reorganization); identify
each class of individuals or transactions to which such plans apply;
state each different sales charge available as a percentage of the
public offering price and as a percentage of the net amount invested;
and state from whom additional information may be obtained. Describe
any other special purchase plans or methods established pursuant to a
rule that reflect other variations in, or elimination of, the sales
load or in any administrative charge or other deductions from purchase
payments, and generally describe the basis for the variation or
elimination in the sales load or other deduction (i.e., the size of the
purchaser, a prior or existing relationship with the purchaser, the
purchaser's assumption of certain administrative functions, or other
characteristics that result in differences in costs or services).
    3. If proceeds from explicit sales loads will not cover the
expected costs of distributing the contracts, identify from what source
the shortfall, if any, will be paid. If any shortfall is to be made
from assets from the Insurance Company's general account, disclose, if
applicable, that any amounts paid by the Insurance Company may consist,
among other things, of proceeds derived from Base Contract expenses
deducted from the account.
    4. If the Contract's charge for premium or other taxes varies
according to jurisdiction, identification of the range of current
premium or other taxes is sufficient.
    (b) Commissions Paid to Dealers. State the commissions paid to
dealers as a percentage of purchase payments.
    (c) Investment Option Charges. State that charges are deducted from
and expenses paid out of the assets of the Investment Options.
    (d) Operating Expenses. Describe 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 9. General Description of Contracts

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

Item 10. Annuity Period

    Briefly describe the annuity options available. The discussion
should include:
    (a) Material factors that determine the level of annuity benefits;
    (b) The annuity commencement date (give the earliest and latest
possible dates);
    (c) Frequency and duration of annuity payments, and the effect of
these on the level of payment;
    (d) The effect of assumed investment return;
    (e) Any minimum amount necessary for an annuity option and the
consequences of an insufficient amount; and
    (f) Rights, if any, to change annuity options or to effect a
transfer of investment base after the annuity commencement date.
    Instructions.
    1. Describe the choices, if any, available to a prospective
annuitant, and

the effect of not specifying a choice. Where an annuitant is given a
choice in assumed investment return, explain the effect of choosing a
higher, as opposed to a lower, assumed investment return.
    2. Detailed disclosure on the method of calculating annuity
payments should be placed in the Statement of Additional Information in
response to Item 31.
    (g) If applicable, state that the contractowner will not be able to
withdraw any contract value amounts after the annuity commencement
date.

Item 11. Standard Death Benefit

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

Item 12. 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 12(a) is meant to provide a
tabular summary overview of the benefits described in Item 12(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 12(a), if doing so might better permit
comparisons of different benefits of the same type.
    (c) The Registrant should include appropriate titles, headings, or
other information to promote clarity and facilitate understanding of
the table(s) presented in response to this Item 12(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: