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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-4

This is a reference copy of Form N-4. You may not send a completed printout of this form to the SEC to satisfy a filing obligation.

You can only satisfy an SEC filing obligation by submitting the information required by this form to the SEC in electronic format

online at https://www.edgarfiling.sec.gov.

Note: This version of Form N-4 is effective September 23, 2024. More information about compliance dates may be found in

Registration for Index-Linked Annuities and Registered Market Value Adjustment Annuities; Amendments to Form N-4 for

Index-Linked Annuities, Registered Market Value Adjustment Annuities, and Variable Annuities; Other Technical Amendments

(Release No. IC-35273).

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. _____



Post-Effective Amendment No. _____



and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. _____



(Check appropriate box or boxes.)

__________________________________________________________________________

(Exact Name of Registered Separate Account)

__________________________________________________________________________

(Name of Insurance Company)

__________________________________________________________________________

(Address of Insurance Company’s Principal Executive Offices)

(Zip Code)

__________________________________________________________________________

(Insurance Company’s Telephone Number, including Area Code)

__________________________________________________________________________

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: ___________________________________

It is proposed that this filing will become effective (check appropriate box):



immediately upon filing pursuant to paragraph (b)



on (date) pursuant to paragraph (b)



60 days after filing pursuant to paragraph (a)(1)



on (date) pursuant to paragraph (a)(1) of rule 485 under the Securities Act of 1933

(“Securities Act”).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 2125 (9/24)

If appropriate, check the following box:



This post-effective amendment designates a new effective date for a previously filed

post-effective amendment.

Check each box that appropriately characterizes the Registrant:



New Registrant (as applicable, a Registered Separate Account or Insurance Company

that has not filed a Securities Act registration statement or amendment thereto within 3

years preceding this filing)



Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act

of 1934 (“Exchange Act”))



If an Emerging Growth Company, indicate by check mark if the Registrant has elected

not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act



Insurance Company relying on Rule 12h-7 under the Exchange Act



Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

Omit from the facing sheet reference to the other Act if the registration statement or

amendment is filed under only one of the Acts. Include the “Approximate Date of Proposed

Public Offering” only where securities are being registered under the Securities Act.

Form N-4 is to be used by (1) separate accounts that are unit investment trusts that

offer variable annuity contracts to register under the Investment Company Act of 1940 and

to offer their securities under the Securities Act, (2) insurance companies to register the

offerings of registered index-linked annuity contracts, as defined in rule 405 under the

Securities Act [17 CFR 230.405], (3) insurance companies to register the offerings of

registered market value adjustment annuity contracts, as defined in rule 405 under the

Securities Act, and (4) insurance companies to register the offerings of annuity contracts

that have any combination of these options under the applicable statutes. The Commission

has designed Form N-4 to provide investors with information that will assist them in making

a decision about investing in these contracts. The Commission also may use the information

provided on Form N-4 in its regulatory, disclosure review, inspection, and policy making

roles.

A Registrant is required to disclose the information specified by Form N-4, and the

Commission will make this information public. A Registrant is not required to respond to the

collection of information contained in Form N-4 unless the Form displays a currently valid

Office of Management and Budget (“OMB”) control number. Please direct comments

concerning the accuracy of the information collection burden estimate and any suggestions

for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street,

N.E., Washington, DC 20549. The OMB has reviewed this collection of information under

the clearance requirements of 44 U.S.C. § 3507.

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 2125 (9/24)

CONTENTS OF FORM N-4

GENERAL INSTRUCTIONS................................................................................................................................................................. iv

A. Definitions........................................................................................................................................................................................ iv

B. Filing and Use of Form N-4 .............................................................................................................................................................. v

C. Preparation of the Registration Statement.................................................................................................................................... vi

D. Incorporation by Reference ............................................................................................................................................................. x

PART A - INFORMATION REQUIRED IN A PROSPECTUS .................................................................................................................... 1

Item 1. Front and Back Cover Pages .......................................................................................................................................................1

Item 2. Overview of the Contract .............................................................................................................................................................3

Item 3. Key Information ............................................................................................................................................................................4

Item 4. Fee Table ................................................................................................................................................................................... 11

Item 5. Principal Risks of Investing in the Contract ............................................................................................................................. 16

Item 6. Description of Insurance Company, Registered Separate Account, and Investment Options.............................................. 17

Item 7. Charges and Adjustments ........................................................................................................................................................ 23

Item 8. General Description of Contracts ............................................................................................................................................. 25

Item 9. Annuity Period ........................................................................................................................................................................... 27

Item 10. Benefits Available Under the Contract................................................................................................................................... 28

Item 11. Purchases and Contract Value ............................................................................................................................................... 29

Item 12. Surrenders and Withdrawals .................................................................................................................................................. 30

Item 13. Loans ....................................................................................................................................................................................... 30

Item 14. Taxes ....................................................................................................................................................................................... 31

Item 15. Legal Proceedings ................................................................................................................................................................... 31

Item 16. Financial Statements.............................................................................................................................................................. 32

Item 17. Investment Options Available Under the Contract ................................................................................................................ 32

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION................................................................... 38

Item 18. Cover Page and Table of Contents ........................................................................................................................................ 38

Item 19. General Information and History ............................................................................................................................................ 38

Item 20. Non-Principal Risks of Investing in the Contract ................................................................................................................... 39

Item 21. Services ................................................................................................................................................................................... 39

Item 22. Purchase of Securities Being Offered .................................................................................................................................... 40

Item 23. Underwriters ............................................................................................................................................................................ 41

Item 24. Calculation of Performance Data ........................................................................................................................................... 42

Item 25. Annuity Payments ................................................................................................................................................................... 45

Item 26. Financial Statements.............................................................................................................................................................. 45

PART C - OTHER INFORMATION ...................................................................................................................................................... 48

Item 27. Exhibits .................................................................................................................................................................................... 48

Item 28. Directors and Officers of the Insurance Company ................................................................................................................ 50

Item 29. Persons Controlled by or Under Common Control with the Insurance Company or the Registered Separate Account ... 50

Item 30. Indemnification ....................................................................................................................................................................... 50

Item 31. Principal Underwriters ............................................................................................................................................................ 51

Item 31A. Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment ............. 52

Item 32. Location of Accounts and Records ........................................................................................................................................ 52

Item 33. Management Services ............................................................................................................................................................ 53

Item 34. Fee Representation and Undertakings .................................................................................................................................. 53

SIGNATURES .................................................................................................................................................................................. 54

iii

GENERAL INSTRUCTIONS

A. Definitions

References to sections and rules in this Form N-4 are to the Investment Company Act of 1940 [15

U.S.C. 80a-1 et seq.] (the “Investment Company Act”), unless otherwise indicated. Terms used in this Form

N-4 have the same meaning as in the Investment Company Act or the related rules, unless otherwise

indicated. As used in this Form N-4, the terms set out below have the following meanings:

“Class” means a class of a Contract that varies principally with respect to distribution-related fees

and expenses.

“Contract” means any accumulation contract or annuity contract, any portion thereof, or any unit of

interest or participation therein issued by an Insurance Company that offers Index-Linked Options, Variable

Options, and/or Fixed Options, as applicable, pursuant to the registration statement prepared on this

Form.

“Contract Adjustment” means a positive or negative adjustment made to the value of the Contract

by the Insurance Company if amounts are withdrawn from an Investment Option or from the Contract

before the end of a specified period. This adjustment may be based on calculations using a predetermined

formula, or a change in interest rates, or some other factor or benchmark.

“Crediting Period” means the period of time over which an Index’s performance is measured,

subject to applicable limits on Index gains and losses, to determine the amount of positive or negative

interest that will be credited to an Index-Linked Option at the end of the period.

“Fixed Option” means an Investment Option under the Contract pursuant to which the value of the

Contract, either during an accumulation period or after annuitization, or both, will earn interest at a rate

specified by the Insurance Company, subject to a minimum guaranteed rate under the Contract. The term

Fixed Option includes Fixed Options that are subject to a Contract Adjustment.

“Index” or "Indexes" means any index, rate, or benchmark (such as a registered exchange-traded

fund that tracks an index) used in the calculation of positive or negative interest credited to an IndexLinked Option.

“Index-Linked Option” means an Investment Option offered under any Contract, pursuant to which

the value of the Contract, either during an accumulation period or after annuitization, or both, will earn

positive or negative interest based, in part, on the performance of a specified Index.

“Insurance Company” means the insurance company issuing the Contract, which company is

subject to state supervision. The Insurance Company may be the depositor or sponsor of any Registered

Separate Account in which the Contract participates. If there is more than one Insurance Company, the

information called for in this Form about the Insurance Company shall be provided for each Insurance

Company.

“Investment Option” means a Fixed Option, an Index-Linked Option, and/or a Variable Option, as

applicable.

“Platform Charge” means any fee charged by the Insurance Company to make a Portfolio Company

available in connection with a Variable Option under the Contract, and that varies solely on the basis of the

Portfolio Company selected.

“Portfolio Company” means any investment company in which the Registered Separate Account

invests and which may be selected by the investor in connection with a Variable Option.

“Registered Separate Account” means a separate account (as defined in section 2(a)(37) of the

Investment Company Act [15 U.S.C. 80a-2(a)(37)]) in which the Contract participates with respect to

Variable Options offered under the Contract.

“Registrant” means, as applicable, a Registered Separate Account or the Insurance Company.

“SAI” means the Statement of Additional Information required by Part B of this Form.

“Securities Act” means the Securities Act of 1933 [15 U.S.C. 77a et seq.].

“Securities Exchange Act” means the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.].

“Statutory Prospectus” means a prospectus that satisfies the requirements of section 10(a) of the

Securities Act [15 U.S.C. 77j(a)].

“Summary Prospectus” has the meaning provided by paragraph (a) of rule 498A under the

Securities Act [17 CFR 230.498A(a)].

“Variable Option” means an Investment Option under any Contract pursuant to which the value of

the Contract, either during an accumulation period or after annuitization, or both, varies according to the

investment experience of a Portfolio Company.

B. Filing and Use of Form N-4

1. What is Form N-4 used for?

Form N-4 is used by all separate accounts organized as unit investment trusts and offering

Contracts with Variable Options and all Insurance Companies that offer Contracts with Variable

Options, Index-Linked Options, and/or Contract Adjustments to file:

(a)

An initial registration statement under the Investment Company Act and any amendments to

the registration statement;

(b)

An initial registration statement required under the Securities Act and any amendments to

the registration statement, including amendments required by section 10(a)(3) of the

Securities Act [15 U.S.C. 77j(a)(3)]; or

(c)

Any combination of the filings in paragraph (a) or (b).

2. What is included in the registration statement?

(a) For registration statements or amendments filed under both the Investment Company Act and the

Securities Act or only under the Securities Act, include the facing sheet of the Form, Parts A, B, and

C, and the required signatures.

(b) For registration statements or amendments filed only under the Investment Company Act, include

the facing sheet of the Form, responses to all Items of Parts A (except Items 1, 4, 5, 9, and 16), B,

and C (except Items 27(c), (k), (l), and (m)), and the required signatures.

3. What are the fees for Form N-4?

No registration fees are required with the filing of Form N-4 to register as an investment company

under the Investment Company Act or to register securities under the Securities Act. If a filing on

Form N-4 is made 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 rules 24f-2 [17 CFR 270.24f-2], 456 [17 CFR

230.456], and 457 [17 CFR 230.457].

4. What rules apply to the filing of a registration statement on Form N-4?

(a)

For registration statements and amendments filed under both the Investment Company Act

and the Securities Act or under only the Securities Act, the general rules under the Securities

Act, particularly the rules regarding the filing of registration statements in Regulation C [17

CFR 230.400 – 230.498A], apply to the filing of registration statements on Form N-4.

Specific requirements concerning investment companies, registered index-linked annuities,

and registered market value adjustment annuities appear in rules 480, 488 and 495 - 498A

of Regulation C.

(b)

For registration statements and amendments filed only under the Investment Company Act,

the general rules under the Investment Company Act, particularly the provisions in rules 8b1 – 8b-31 [17 CFR 270.8b-1 to 8b-31], apply to the filing of registration statements on Form

N-4.

(c)

The plain English requirements of rule 421(d) under the Securities Act [17 CFR 230.421(d)]

apply to prospectus disclosure in Part A of Form N-4.

(d)

Regulation S-T [17 CFR 232.10 – 232.501] applies to all filings on the Commission’s

Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).

C. Preparation of the Registration Statement

1. Administration of the Form N-4 Requirements

(a)

The requirements of Form N-4 are intended to promote effective communication between

the Registrant and prospective investors. A Registrant’s prospectus should clearly disclose

the fundamental features and risks of the Contracts, using concise, straightforward, and

easy to understand language. A Registrant should use document design techniques that

promote effective communication.

(b)

The prospectus disclosure requirements in Form N-4 are intended to elicit information for an

average or typical investor who may not be sophisticated in legal or financial matters. The

prospectus should help investors to evaluate the risks of an investment and to decide

whether to invest in a Contract by providing a balanced disclosure of positive and negative

factors. Disclosure in the prospectus should be designed to assist an investor in comparing

and contrasting a Contract with other Contracts.

(c)

Responses to the Items in Form N-4 should be as simple and direct as reasonably possible

and should include only as much information as is necessary to enable an average or typical

investor to understand the particular characteristics of the Contracts. The prospectus should

avoid including lengthy legal and technical discussions and simply restating legal or

regulatory requirements to which Contracts generally are subject. Brevity is especially

important in describing the practices or aspects of the Registrant’s operations that do not

differ materially from those of other separate accounts or insurance companies. Avoid

excessive detail, technical or legal terminology, and complex language, including the use of

formulas as the primary means of communicating certain terms or features of the Contract.

Also avoid lengthy sentences and paragraphs that may make the prospectus difficult for

investors to understand and detract from its usefulness.

(d)

The requirements for prospectuses included in registration statements on Form N-4 will be

administered by the Commission in a way that will allow variances in disclosure or

presentation if appropriate for the circumstances involved while remaining consistent with

the objectives of Form N-4.

2. Form N-4 is divided into three parts:

(a) Part A. Part A includes the information required in a Registrant’s prospectus under section 10(a) of

the Securities Act. The purpose of the prospectus is to provide essential information about the

Registrant and the Contracts in a way that will help investors to make informed decisions about

whether to purchase the securities described in the prospectus. In responding to the Items in Part

A, avoid cross-references to the SAI unless otherwise prescribed by the Form. Cross-references

within the prospectus are most useful when their use assists investors in understanding the

information presented and does not add complexity to the prospectus.

(b) Part B. Part B includes the information required in a Registrant’s SAI. The purpose of the SAI is to

provide additional information about the Registrant and the Contracts that the Commission has

concluded is not necessary or appropriate in the public interest or for the protection of investors to

be in the prospectus, but that some investors may find useful. Part B affords the Registrant an

opportunity to expand discussions of the matters described in the prospectus by including

additional information that the Registrant believes may be of interest to some investors. The

Registrant should not duplicate in the SAI information that is provided in the prospectus, unless

necessary to make the SAI comprehensible as a document independent of the prospectus.

3. Additional Matters

(a)

Organization of Information. Organize the information in the prospectus and SAI to make it

easy for investors to understand. Notwithstanding rule 421(a) under the Securities Act [17

CFR 230.421(a)] regarding the order of information required in a prospectus, disclose the

information required by Item 2 (Overview of the Contract), Item 3 (Key Information), and

Item 4 (Fee Table) in numerical order at the front of the prospectus. Do not precede Items 2,

3, and 4 with any other Item except the Cover Page (Item 1), a glossary, if any (General

Instruction C.3.(d)), or a table of contents meeting the requirements of rule 481(c) under the

Securities Act [17 CFR 230.481(c)].

(b)

Other Information. A Registrant may include, except in response to Items 2 and 3,

information in the prospectus or the SAI that is not otherwise required so long as the

information is not incomplete, inaccurate, or misleading and does not, because of its nature,

quantity, or manner of presentation, obscure or impede understanding of the information

that is required to be included. For example, Registrants are free to include in the

prospectus financial statements required to be in the SAI, and may include in the SAI

financial statements that may be placed in Part C. However, information regarding nonprincipal risks that is not otherwise required to be in the prospectus must be disclosed in the

SAI and not the prospectus, in accordance with Items 5 and 20.

(c)

Presentation of Information. To aid investor comprehension, Registrants are encouraged to

use, as appropriate, question-and-answer formats, tables, side-by-side comparisons,

captions, bullet points, numeric examples, illustrations or similar presentation methods. For

example, such presentation methods would be appropriate when presenting disclosure for

similar Contract features, prospectuses describing multiple Contracts, or the operation of

optional benefits or annuitization.

vii

(d)

Use of Terms.

(i)

Definitions. Define the special terms used in the prospectus (e.g., accumulation unit,

participant, Crediting Period, etc.) in any presentation that clearly conveys meaning to

investors. If the Registrant elects to include a glossary or list of definitions, only special

terms used throughout the prospectus must be defined or listed. If a special term is used

in only one section of the prospectus, it may be defined there (and need not be included

in any glossary or list of definitions that the Registrant includes).

(ii) Alternate Terminology. A Registrant may use alternate terminology other than that used

in the form so long as the terminology used by the Registrant clearly conveys the

meaning of, or provides comparable information as, the terminology included in the

form.

(e)

Use of Form N-4 to Register Multiple Contracts

(i) A single prospectus may describe multiple Contracts that are essentially identical.

Whether the prospectus describes Contracts that are “essentially identical” will depend

on the facts and circumstances. For example, a Contract that does not offer optional

benefits would not be essentially identical to one that does for a charge. Similarly, group

and individual Contracts would not be essentially identical. However, Contracts that vary

only due to state regulatory requirements would be essentially identical.

(A)

Paragraph (a) of General Instruction C.3 requires Registrants to disclose the

information required by Items 2, 3, and 4 in numerical order at the front of the

prospectus and generally not to precede the Items with other information. As a

general matter, Registrants providing disclosure in a single prospectus for more

than one Contract, may depart from the requirement of paragraph (a) as necessary

to present the required information clearly and effectively (although the order of

information required by each Item must remain the same). For example, the

prospectus may present all of the Item 2 information for the Contracts, followed by

all of the Item 3 information for several Contracts (e.g., by providing several Key

Information Tables sequentially or by providing a single Key Information Table

containing separate disclosures for each Contract to the extent that such

disclosures would vary by Contract), and followed by all of the Item 4 information

for the Contracts. Alternatively, the prospectus may present Items 2, 3, and 4 for

each of several Contracts sequentially. Other presentations also would be

acceptable if they are consistent with the Form’s intent to disclose the information

required by Items 2, 3, and 4 in a standard order at the beginning of the

prospectus. Registrants that present Items 2, 3, and 4 for each of several Contracts

sequentially or that utilize another presentation should consider whether investors

might benefit from a brief explanation about how the information in the prospectus

is presented, such as headings for each contract in the prospectus’ table of

contents and/or a brief narrative at the beginning of the prospectus explaining the

presentation. Registrants are encouraged to present information in a manner that

limits repetition.

(B)

The Registrant should generally include appropriate titles, headings, or any other

information to promote clarity and facilitate understanding regarding which

disclosures apply to which Contract, if such disclosures would vary based on the

Contract.

(ii) Multiple prospectuses may be combined in a single registration statement on Form N-4

viii

when the prospectuses describe Contracts that are substantially similar. For example, a

Registrant could determine it is appropriate to include multiple prospectuses in a

registration statement in the following situations: (i) the prospectuses describe the same

Contract that is sold through different distribution channels; (ii) the prospectuses

describe Contracts that differ only with respect to Portfolio Companies offered; or (iii) the

prospectuses describe both the original and a modified version of the same Contract

(where the “modified” version differs in the features or options that the Registrant offers

under that Contract).

(f)

Dates. Rule 423 under the Securities Act [17 CFR 230.423] applies to the dates of the

prospectus and the SAI. The SAI should be made available at the same time that the

prospectus becomes available for purposes of rules 430 and 460 under the Securities Act

[17 CFR 230.430 and 230.460].

(g)

Sales Literature. A Registrant may include sales literature in the prospectus so long as the

amount of this information does not add substantial length to the prospectus and its

placement does not obscure essential disclosure.

(h)

Interactive Data File

(i) An Interactive Data File (see rule 232.11 of Regulation S-T [17 CFR 232.11]) is required

to be submitted to the Commission in the manner provided by rule 405 of Regulation S-T

[17 CFR 232.405] for any registration statement or post-effective amendment thereto on

Form N-4 that includes or amends information provided in response to Items 2(b)(2),

2(d), 3, 4, 5, 6(a) (instruction), 6(d), 6(e), 7(e), 10, 17, 26(c), or 31A with regard to

Contracts that are being sold to new investors.

(A)

Except as required by paragraph (h)(i)(B), the Interactive Data File must be

submitted as an amendment to the registration statement to which the Interactive

Data File relates. The amendment must be submitted on or before the date the

registration statement or post-effective amendment that contains the related

information becomes effective.

(B)

In the case of a post-effective amendment to a registration statement filed

pursuant to paragraphs (b)(1)(i), (ii), (v), (vi), or (vii) of rule 485 under the Securities

Act [17 CFR 230.485(b)], the Interactive Data File must be submitted either with

the filing, or as an amendment to the registration statement to which the

Interactive Data Filing relates that is submitted on or before the date the posteffective amendment that contains the related information becomes effective.

(ii) An Interactive Data File is required to be submitted to the Commission in the manner

provided by rule 405 of Regulation S-T for any form of prospectus filed pursuant to

paragraphs (c) or (e) of rule 497 under the Securities Act [17 CFR 230.497(c) or (e)] that

includes information provided in response to Items 2(b)(2), 2(d), 3, 4, 5, 6(a)

(instruction), 6(d), 6(e), 7(e), 10, 17, 26(c), or 31A that varies from the registration

statement with regard to Contracts that are being sold to new investors. The Interactive

Data File must be submitted with the filing made pursuant to rule 497.

(iii) The Interactive Data File must be submitted in accordance with the specifications in the

EDGAR Filer Manual, and in such a manner that will permit the information for each

Contract, and, for any information that does not relate to all of the Classes in a filing,

each Class of the Contract to be separately identified.

(i)

Website Addresses. Any website address included in an electronic version of the Statutory

Prospectus must include an active hyperlink or other means of facilitating access that leads

directly to the relevant website address. This requirement does not apply to an electronic

Statutory Prospectus filed on the EDGAR system.

D. Incorporation by Reference

1. General Requirements

All incorporation by reference must comply with the requirements of this Form and the following

rules on incorporation by reference: rule 411 under the Securities Act [17 CFR 230.411] (general

rules on incorporation by reference in a prospectus); rule 303 of Regulation S-T [17 CFR 232.303]

(specific requirements for electronically filed documents); and rule 0-4 under the Investment

Company Act [17 CFR 270.0-4] (additional rule on incorporation by reference for investment

companies). In general, a Registrant may incorporate by reference, in the answer to any item of

Form N-4 not required to be in the prospectus, any information elsewhere in the registration

statement or in other statements, applications, or reports filed with the Commission.

Specific Rules for Incorporation by Reference in Form N-4:

(a)

A Registrant may not incorporate by reference into a prospectus information that Part A of

this Form requires to be included in a prospectus, except as specifically permitted by Part A

of the Form.

(b)

A Registrant may incorporate by reference any or all of the SAI into the prospectus (but not

to provide any information required by Part A to be included in the prospectus) without

delivering the SAI with the prospectus.

(c)

A Registrant may incorporate by reference into the SAI or its response to Part C information

that Parts B and C require to be included in the Registrant’s registration statement.

PART A - INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Front and Back Cover Pages

(a) Front Cover Page. Include the following information on the outside front cover page of the

prospectus:

(1)

The Registered Separate Account’s name.

(2)

The Insurance Company’s name.

(3)

The types of Contracts offered by the prospectus (e.g., group, individual, single premium

immediate, flexible premium deferred).

(4)

The name of the Contract and the Class or Classes, if any, to which the Contract relates.

(5)

The types of Investment Options offered under the Contract, and a cross-reference to the

prospectus appendix providing additional information about each option.

(6)

A statement that the Contract is a complex investment and involves risks, including potential

loss of principal. For a Contract with Index-Linked Options:

(a) Prominently state as a percentage the maximum amount of loss an investor could

experience from negative Index performance after taking into account the current limits on

Index loss provided under the Contract. The Insurance Company may provide a range of the

maximum amount of loss if the Contract offers different limits on Index loss. Prominently

disclose any minimum limits on Index losses that will always be available under the Contract or,

alternatively, prominently state that the Insurance Company does not guarantee that the

Contract will always offer Index-Linked Options that limit Index losses, which would mean risk of

loss of the entire amount invested; and

(b) Prominently state that the Insurance Company limits the amount an investor can earn on an

Index-Linked Option. Prominently state, for each type of limit offered (e.g., cap, participation

rate, etc.), the lowest limit on Index gains that may be established under the Contract.

(7)

A statement that the Contract is not a short-term investment and is not appropriate for an

investor who needs ready access to cash. Briefly state that withdrawals could result in

surrender charges, negative Contract Adjustments, taxes, and tax penalties, as applicable.

Prominently state as a percentage the maximum potential loss resulting from a negative

Contract Adjustment, if applicable.

(8)

A statement that the Insurance Company’s obligations under the Contract are subject to its

financial strength and claims-paying ability.

(9)

The date of the prospectus.

(10) The statement required by rule 481(b)(1) under the Securities Act [17 CFR 230.481(b)(1)].

(11) The statement that additional information about certain investment products, including [type of

Contract], has been prepared by the Securities and Exchange Commission’s staff and is

available at Investor.gov.

(12) If applicable, the legend: “If you are a new investor in the Contract, you may cancel your

Contract within 10 days of receiving it without paying fees or penalties[, although we will apply

the Contract Adjustment]. In some states, this cancellation period may be longer. Upon

cancellation, you will receive either a full refund of the amount you paid with your application or

your total Contract value. You should review this prospectus, or consult with your investment

professional, for additional information about the specific cancellation terms that apply.”

Instruction. A Registrant may include on the front cover page any additional information, subject to the

requirements of General Instruction C.3.(b) and (c).

(b) Back Cover Page. Include the following information on the outside back cover page of the prospectus:

(1) A statement that the SAI includes additional information about the Registrant. Explain that the SAI

is available, without charge, upon request, and explain how investors may make inquiries about

their Contracts. Provide a toll-free (or collect) telephone number for investors to call to request the

SAI, to request other information about the Contracts, and to make investor inquiries.

Instructions.

1. A Registrant may indicate, if applicable, that the SAI and other information are available on its

website and/or by email request.

2. A Registrant may indicate, if applicable, that the SAI and other information are available from

an insurance agent or financial intermediary (such as a broker-dealer or bank) through which

the Contracts may be purchased or sold.

3. When a Registrant (or an insurance agent or financial intermediary through which Contracts

may be purchased or sold) receives a request for the SAI, the Registrant (or insurance agent

or financial intermediary) must send the SAI within 3 business days of receipt of the request,

by first-class mail or other means designed to ensure equally prompt delivery.

(2) A statement whether and from where information is incorporated by reference into the prospectus

as permitted by General Instruction D. Unless the information is delivered with the prospectus,

explain that the Registrant will provide the information without charge, upon request (referring to

the telephone number provided in response to paragraph (b)(1)).

Instruction. The Registrant may combine the information about incorporation by reference with the

statements required under paragraph (b)(1).

(3) A statement that reports and other information about the Registered Separate Account, and, if

applicable, the Insurance Company, are available on the Commission’s website at

http://www.sec.gov, and that copies of this information may be obtained, upon payment of a

duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

(4) The EDGAR contract identifier for the Contract on the bottom of the back cover page in type size

smaller than that generally used in the prospectus (e.g., 8-point modern type).

Item 2. 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 investor accumulate assets

through an investment portfolio, to provide or supplement the investor’s retirement income, to

provide death and/or other benefits). State for whom the Contract may be appropriate (e.g., by

discussing a representative investor’s time horizon, liquidity needs, and financial goals).

(b) Phases of Contract. Briefly describe the accumulation (savings) phase and annuity (income) phase of

the Contract.

(1) This discussion should include a brief overview of the Investment Options available under the

Contract.

Instructions.

1. Prominently disclose that additional information about each Investment Option is provided in

an appendix to the prospectus and provide a cross-reference to the appendix.

2. A detailed explanation of the Registered Separate Account, Portfolio Companies, Indexes, and

Investment Options is not necessary and should be avoided.

(2) With respect to any Index-Linked Option currently offered under the Contract, include the

following information.

(i) State that the Insurance Company will credit positive or negative interest at the end of a

Crediting Period to amounts allocated to an Index-Linked Option based, in part, on the

performance of the Index.

(ii) Disclose that an investor could lose a significant amount of money if the Index declines in

value.

(iii) Briefly explain that the Insurance Company limits the negative Index return used in

calculating interest credited to an Index-Linked Option at the end of its Crediting Period.

Briefly describe the manner(s) in which the Insurance Company limits negative returns

through the use of a floor, buffer, or some other rate or measure. Provide an example of

how such rate could operate to limit a negative Index return (e.g., “if the Index return is 25% and the buffer rate is -10%, we will credit -15% (the amount that exceeds the buffer

rate) at the end of the Crediting Period, meaning your Contract value will decrease by

15%”). Prominently disclose any minimum limits on Index losses that will always be

available under the Contract or, alternatively, prominently state that the Insurance

Company does not guarantee that the Contract will always offer Index-Linked Options that

limit Index losses.

(iv) Briefly explain that the Insurance Company limits the positive Index return used in

calculating interest credited to an Index-Linked Option at the end of its Crediting Period.

Briefly describe the manner(s) in which the Insurance Company limits positive returns

through the use of a cap, participation rate, or some other rate or measure. Provide an

example of how such rate could operate to limit a positive Index return (e.g., “if the Index

return is 12% and the cap rate is 4%, we will credit 4% in interest at the end of the

Crediting Period, meaning your Contract value will increase by 4%”). Prominently state, for

each type of limit offered (e.g., cap, participation rate, etc.), the lowest limit on Index gains

that may be established under the Contract.

(3) State, if applicable, that if an investor annuitizes, the investor will receive a stream of income

payments, however (i) the investor will be unable to make withdrawals, and (ii) death benefits and

living benefits will terminate.

options, loan provisions, and Contract benefits. If applicable, state that the investor will incur an

additional fee for selecting a particular benefit.

(d) Contract Adjustment. If applicable, state that an investor could lose a significant amount of money

due to the Contract Adjustment if amounts are removed from an Investment Option or from the

Contract prior to the end of a specified period. Briefly describe transactions subject to a Contract

Adjustment.

Item 3. Key Information

Include the following information:

Important Information You Should Consider About the [Contract]

FEES,EXPENSES, AND ADJUSTMENTS

Are There Charges or

Adjustments for Early

Withdrawals?

Are There Transaction

Charges?

Are There Ongoing Fees and

Expenses?

RISKS

Is There a Risk of Loss from

Poor Performance?

Is this a Short-Term

Investment?

What Are the Risks

Associated with the

Investment Options?

What Are the Risks Related

to the Insurance Company?

RESTRICTIONS

Are There Restrictions on the

Investment Options?

Are There any Restrictions on

Contract Benefits?

TAXES

What Are the Contract’s Tax

Implications?

CONFLICTS OF INTEREST

How Are Investment

Professionals Compensated?

Should I Exchange My

Contract?

Instructions.

1. General.

(a) Disclose the required information in the tabular presentation(s) reflected herein, in the order

specified. A Registrant may exclude any disclosures that are not applicable, or modify any of

the statements required to be included, so long as the modified statement contains

comparable information. Notwithstanding this instruction and General Instruction C.3.(d)(ii),

the title, headings, and sub-headings for this tabular presentation may not be modified or

substituted with alternate terminology unless otherwise provided.

(b) Provide cross-references to the location in the Statutory Prospectus where the subject matter

is described in greater detail. Cross-references in electronic versions of the Summary

Prospectus and/or Statutory Prospectus should link directly to the location in the Statutory

Prospectus where the subject matter is discussed in greater detail, or should provide a means

of facilitating access to that information through equivalent methods or technologies. The

cross-reference should be adjacent to the relevant disclosure, either within the table row, or

presented in an additional table column.

the limitations of a tabular presentation.

(d) All disclosures provided in this tabular presentation also must be presented in a question and

answer format. Unless the context otherwise requires, when answering a question presented

on a given row of the table, begin the response with “Yes” or “No” in bold text.

2. Fees, Expenses, and Adjustments.

(a) Are There Charges or Adjustments for Early Withdrawals? Include a statement that if the

investor withdraws money from the Contract within [x] years following the investor’s last

purchase payment, the investor will be assessed a surrender charge. Include in this statement

the maximum surrender charge (as a percentage of [purchase payment or amount

surrendered]), and the maximum number of years that a surrender charge may be assessed

since the last purchase payment under the Contract. Provide an example of the maximum

surrender charge an investor could pay (in dollars) under the Contract assuming a $100,000

investment (e.g., “[i]f you make an early withdrawal, you could pay a surrender charge of up to

$9,000 on a $100,000 investment. This loss will be greater if there is a negative Contract

Adjustment, taxes, or tax penalties.”).

If applicable, include a statement that if all or a portion of Contract value is removed from an

Investment Option or from the Contract before the expiration of a specified period, the

Insurance Company will apply a Contract Adjustment, which may be negative. Include in this

statement the maximum potential loss (as a percentage of the investment) resulting from a

negative adjustment (e.g., “[y]ou could lose up to XX% of your investment due to the contract

adjustment”). Provide an example of the maximum negative adjustment that could be applied

(in dollars) assuming a $100,000 investment (e.g., “[i]f you allocate $100,000 to an

investment option with a 3-year Crediting Period and later withdraw the entire amount before

the 3 years have ended, you could lose up to $90,000 of your investment. This loss will be

greater if you also have to pay a surrender charge, taxes, and tax penalties.”). Provide a brief

narrative description of the Contract transactions subject to the Contract Adjustment (e.g.,

withdrawals, surrender, annuitization, etc.).

(b) Are There Transaction Charges? State that in addition to surrender charges and Contract

Adjustments (if applicable), the investor may also be charged for other transactions, and

provide a brief narrative description of the types of such charges (e.g., front-end loads,

charges for transferring cash value between Investment Options, charges for wire transfers,

etc.).

Include the following information, in the order specified:

(i) Minimum and Maximum Annual Fee Table.

(A) The legend: “The table below describes the fees and expenses that you may pay each

year, depending on the Investment Options and optional benefits you choose. Please

refer to your Contract specifications page for information about the specific fees you

will pay each year based on the options you have elected.”

(B) Provide Minimum and Maximum Annual Fees in substantially the following tabular

format, in the order specified.

Annual Fee

Base Contract

(varies by Contract Class)

Portfolio Company fees and expenses

Optional benefits available for an

additional charge

(for a single optional benefit, if

elected)

Minimum

[ ]%

Maximum

[ ]%

percentage (e.g., % of separate account value or benefit base, or % of net asset value).

(D) Calculate Base Contract fees by dividing the total amount of Base Contract fees

(including dollar-based Contract expenses) collected during the year that are

attributable to the Contract by the total average net assets that are attributable to the

Contract.

(E) If the Insurance Company offers multiple Portfolio Companies under the Contract, it

should disclose the minimum and maximum “Annual Portfolio Company Expenses”

calculated in accordance with Item 3 of Form N-1A [17 CFR §§ 239.15A and 274.11A]

(before expense reimbursements or fee waiver arrangements). If the Insurance

Company charges a Platform Charge to make any of the Portfolio Companies available

as investment options under the Contract, the Insurance Company should include the

maximum Platform Charge associated with each Portfolio Company when calculating

minimum and maximum Annual Portfolio Company Expenses.

(F) The Minimum Annual Fee means the lowest current fee for each annual fee category

(i.e., the least expensive Contract Class, the lowest Portfolio Company Total Annual

Operating Expenses, and the least expensive optional benefit available for an

additional charge). The Maximum Annual Fee means the highest current fee for each

annual fee category (i.e., the most expensive Contract Class, the highest Portfolio

Company Total Annual Operating Expenses, and the most expensive optional benefit

available for an additional charge).

(G) For Contracts that offer Index-Linked Options and impose ongoing fees and expenses

on the Index-Linked Options, Variable Options, and/or Fixed Options, precede the table

with a prominent statement explaining that: (1) there is an implicit ongoing fee on

Index-Linked Options to the extent that an investor’s participation in Index gains is

limited by the Insurance Company through the use of a cap, participation rate, or some

other rate or measure; (2) this means that the investor’s returns may be lower than the

Index’s returns; (3) in return for accepting this limit on Index gains, an investor will

receive some protection from Index losses; and (4) this implicit ongoing fee is not

reflected in the tables below.

(ii) Lowest and Highest Annual Cost Table.

(A) The legend: “Because your Contract is customizable, the choices you make affect how

much you will pay. To help you understand the cost of owning your Contract, the

following table shows the lowest and highest cost you could pay each year, based on

current charges. This estimate assumes that you do not take withdrawals from the

Contract, which could add surrender charges and negative Contract Adjustments that

substantially increase costs.”

(B) Provide Lowest and Highest Annual Costs in substantially the following tabular format,

in the order specified.

Lowest Annual Cost:

$[ ]

Assumes:

•

Highest Annual Cost:

$[ ]

Assumes:

Investment of $100,000

5% annual appreciation

Least expensive combination

of Contract Classes and

Portfolio Company fees and

expenses

No optional benefits

No sales charges

No additional purchase

payments, transfers or

withdrawals

•

Investment of $100,000

5% annual appreciation

Most expensive combination

of Contract Classes, optional

benefits, and Portfolio

Company fees and expenses

No sales charges

No additional purchase

payments, transfers or

withdrawals

a. Calculate the dollar amount of fees that would be assessed based on the

assumptions described in the table above for each of the first 10 Contract years.

b. Total each year’s fees (discounted to the present value using a 5% annual discount

rate) and divide by 10 to calculate the estimated dollar amounts that are required

to be set forth in the table above.

c. Sales loads, other than ongoing sales charges, should be excluded from the Lowest

and Highest Annual Cost estimates.

d. Amounts of any bonus payment should be excluded from the Lowest and Highest

Annual Cost estimates.

e. Unless otherwise provided, the least and most expensive combination of Contract

Classes, Portfolio Company fees and expenses, and optional benefits should be

based on the disclosures provided in the Example in Item 4. If a different

combination of Contract Classes, Annual Portfolio Company Expenses, and/or

optional benefits would result in different Minimum or Maximum fees in different

years, use the least expensive and most expensive combination of Contract

Classes, Annual Portfolio Company Expenses, and optional benefits each year.

(iii) For Contracts that offer Index-Linked Options and that do not impose any ongoing fees and

expenses under the Contract, prominently state, in lieu of the disclosure required by

Instructions 2(c)(i) and (ii), that (1) there is an implicit ongoing fee on Index-Linked Options

to the extent that an investor’s participation in index gains is limited by the Insurance

Company through the use of a cap, participation rate, or some other rate or measure; (2)

this means that the investor’s returns may be lower than the Index’s returns; and (3) in

return for accepting this limit on Index gains, an investor will receive some protection from

Index losses.

3. Risks.

(a) Is There a Risk of Loss from Poor Performance? State that an investor can lose money by

investing in the Contract. For a Contract with Index-Linked Options, prominently state as a

percentage the maximum amount of loss an investor could experience from negative Index

performance after taking into account the current limits on Index loss provided under the

Contract. The Insurance Company may provide a range of the maximum amount of loss if the

Contract offers different limits on Index loss. Prominently disclose any minimum limits on

Index losses that will always be available under the Contract or, alternatively, prominently

state that the Insurance Company does not guarantee that the Contract will always offer

Index-Linked Options that limit Index losses, which would mean risk of loss of the entire

amount invested.

(b) Is This a Short-Term Investment? State that a Contract is not a short-term investment and is

not appropriate for an investor who needs ready access to cash, accompanied by a brief

explanation. State that amounts withdrawn from the Contract may result in surrender charges,

taxes, and tax penalties. If applicable, state that amounts removed from an Investment Option

or from the Contract before the end of a specified period may also result in a negative

Contract Adjustment and loss of positive Index performance.

For Investment Options that mature at the end of a specified period, state that Contract value

will be reallocated at the end of the period according to the investor’s instructions, and

disclose the default reallocation in the absence of such instructions.

Contract is subject to the risk of poor investment performance and can vary depending on the

performance of the Investment Options available under the Contract (e.g., Portfolio

Companies, if a Variable Option, or the Index, if an Index-Linked Option), that each Investment

Option (including any Fixed Option) will have its own unique risks, and that the investor should

review the available Investment Options before making an investment decision. For IndexLinked Options, also state that:

(A) The cap, participation rate, or some other rate or measure, as applicable, will limit positive

Index returns (e.g., limited upside). Provide an example for each type of limit imposed

under the Contract (e.g., “if the Index return is 12% and the cap rate is 4%, we will credit

4% in interest at the end of the Crediting Period”), and prominently state that this may

result in the investor earning less than the Index return;

(B) The floor, buffer, or some other rate or measure, as applicable, will limit negative Index

returns (e.g., limited protection in the case of market decline). Provide an example for

each type of limit imposed under the Contract (e.g., “if the Index return is -25% and the

buffer rate is -10%, we will credit -15% (the amount that exceeds the buffer rate) at the

end of the Crediting Period”); and

does not reflect dividends paid on the securities composing the Index, and/or the Index

deducts fees and costs when calculating Index performance. In these cases, state that this

will reduce the Index return and will cause the Index to underperform a direct investment

in the securities composing the Index.

(d) What Are the Risks Related to the Insurance Company? State that an investment in the

Contract is subject to the risks related to the Insurance Company, including that any

obligations (including under any Fixed Options and Index-Linked Options), guarantees, or

benefits are subject to the claims-paying ability of the Insurance Company. Further state that

more information about the Insurance Company, including if applicable its financial strength

ratings, is available upon request, and indicate how such requests can be made (e.g., via tollfree telephone number).

Instruction. A Registrant may include the Insurance Company’s financial strength rating(s) and

omit the portion of the disclosures regarding the availability of the Insurance Company’s financial

strength ratings specified by the last sentence of Instruction 3.(d).

4. Restrictions.

(a) Are There Limits on the Investment Options? State whether there are any restrictions that may

limit the Investment Options that an investor may choose, as well as any limitations on the

transfer of Contract value among Investment Options. State any reservation of rights by the

Insurance Company or the Registered Separate Account under the Contract, including if

applicable, the right to remove or substitute Portfolio Companies, add or remove Index-Linked

Options and change the features of an Index-Linked Option from one Crediting Period to the

next, including the Index and the current limits on Index gains and losses (subject to any

contractual minimum guarantees), substitute the Index of an Index-Linked Option during its

Crediting Period, and stop accepting additional purchase payments.

(b) Are There Any Restrictions on Contract Benefits? State whether there are any restrictions or

limitations relating to benefits offered under the Contract (e.g., death benefits, living benefits,

Contract loans, performance “locks” relating to the Contract Adjustment, etc.), and/or whether

a benefit may be modified or terminated by the Insurance Company. If applicable, state that

withdrawals that exceed limits specified by the terms of a Contract benefit may affect the

availability of the benefit by reducing the benefit by an amount greater than the value

withdrawn, and/or could terminate the benefit.

5. Taxes—What are the Contract’s Tax Implications? State that an investor should consult with a tax

professional to determine the tax implications of an investment in and purchase payments

received under the Contract, and that there is no additional tax benefit to the investor if the

Contract is purchased through a tax-qualified plan or individual retirement account (IRA). Explain

that withdrawals will be subject to ordinary income tax and may be subject to tax penalties.

6. Conflicts of Interest.

(a) How Are Investment Professionals Compensated? State that some investment professionals

may receive compensation for selling the Contract to investors, and briefly describe the basis

upon which such compensation is typically paid (e.g., commissions, revenue sharing,

compensation from affiliates and third parties). State that these investment professionals may

have a financial incentive to offer or recommend the Contract over another investment.

(b) Should I Exchange My Contract? State that some investment professionals may have a

financial incentive to offer an investor a new contract in place of the one the investor already

owns, and that an investor should only exchange their contract if the investor determines,

after comparing the features, fees, and risks of both contracts, and any fees or penalties to

terminate the existing contract, that it is preferable for the investor to purchase the new

contract rather than continue to own the existing contract.

Instruction. A Registrant may omit these line-items if neither the Registrant nor any of its related

companies pay financial intermediaries for the sale of the Contract or related services.

Item 4. Fee Table

Include the following information:

The following tables describe the fees, expenses, and adjustments that you will pay when buying,

owning, and surrendering or making withdrawals from an Investment Option or from the Contract. Please

refer to your Contract specifications page for information about the specific fees you will pay each year

based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract,

surrender or make withdrawals from an Investment Option or from the Contract, or transfer Contract

value between Investment Options. State premium taxes may also be deducted.

Transaction Expenses

Sales Load Imposed on Purchases (as a percentage of purchase payments)

__%

Deferred Sales Load (or Surrender Charge) (as a percentage of purchase

payments or amount surrendered, as applicable)

__%

Transfer Fee

__%

The next table describes the adjustments, in addition to any transaction expenses, that apply if all or a

portion of the Contract value is removed from an Investment Option or from the Contract before the

expiration of a specified period.

Adjustments

Contract Adjustment Maximum Potential Loss (as a percentage of Contract

value at the start of the Crediting Period or amount withdrawn, as applicable)

__%

The next table describes the fees and expenses that you will pay each year during the time that you own

the Contract (not including Portfolio Company fees and expenses).

If you choose to purchase an optional benefit, you will pay additional charges, as shown below.

Annual Contract Expenses

Administrative Expenses

$__

Base Contract Expenses (as a percentage of average account value or

Contract value)

__%

Optional Benefit Expenses (as a percentage of benefit base or other (e.g.,

average account value))

__%

In addition to the fees described above, we limit the amount you can earn on

[certain of] the Index-Linked Options. This means your returns may be lower

than the Index’s returns. In return for accepting this limit on Index gains, you

will receive some protection from Index losses.

The next item shows the minimum and maximum total operating expenses charged by the Portfolio

Companies that you may pay periodically during the time that you own the Contract. Expenses shown

may change over time and may be higher or lower in the future. These amounts also include applicable

Platform Charges if you choose to invest in certain Portfolio Companies. A complete list of Portfolio

Companies available under the Contract, including their annual expenses, may be found at the back of

this document.

Annual Portfolio Company Expenses

Minimum

(expenses that are deducted from Portfolio Company assets, __%

including management fees, distribution and/or service

(12b-1) fees, and other expenses)

Maximum

__%

Example

This Example is intended to help you compare the cost of investing in the Variable Options with the cost

of investing in other annuity contracts that offer variable options. These costs include transaction

expenses, annual Contract expenses, and Annual Portfolio Company Expenses.

The Example assumes all Contract value is allocated to the Variable Options. The Example does not

reflect the Contract Adjustment. Your costs could differ from those shown below if you invest in IndexLinked Options or Fixed Options.

The Example assumes that you invest $100,000 in the Variable Options for the time periods indicated.

The Example also assumes that your investment has a 5% return each year and assumes the most

expensive combination of Annual Portfolio Company Expenses and optional benefits available for an

additional charge. Although your actual costs may be higher or lower, based on these assumptions, your

costs would be:

If you surrender your

Contract at the end of

the applicable time

period:

If you annuitize at the

end of the applicable

time period:

If you do not

surrender your

Contract:

1 year

3 years

5 years

10 years

$___

1 year

3 years

5 years

10 years

$___

1 year

3 years

5 years

10 years

$___

Instructions

1. Include the narrative explanations in the order indicated. A Registrant may modify a narrative

explanation if the explanation contains comparable information to that shown, and may omit a

narrative explanation that is not applicable under the Contract.

2. Assume that the Contract is owned during the accumulation period for purposes of the table

(including the Example). If an annuitant would pay different fees or be subject to different

expenses, disclose this in a brief narrative and provide a cross-reference to those portions of the

prospectus describing these fees.

3. A Registrant may omit captions if the Registrant does not charge or reserve the right to charge the

fees or expenses covered by the captions.

4. Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one

percent.

5. In the Transaction Expenses, Adjustments, and Annual Contract Expenses tables, the Registrant

must disclose the maximum guaranteed charge, unless a specific instruction directs otherwise. If

a fee other than a Contract Adjustment is calculated based on a benchmark (e.g., a fee that

varies according to volatility levels or Treasury yields), the Registrant must also disclose the

maximum guaranteed charge as a single number. The Registrant may disclose the current

charge, in addition to the maximum charge, if the disclosure of the current charge is no more

prominent than, and does not obscure or impede understanding of, the disclosure of the

maximum charge. In addition, the Registrant may include in a footnote to the table a tabular,

narrative, or other presentation providing further detail regarding variations in the charge. For

example, if deferred sales charges decline over time, the Registrant may include in a footnote a

presentation regarding the scheduled reductions in the deferred sales charges.

6. Provide a separate fee table (or separate column within the table) for each Contract offered by

the prospectus that has different fees.

7. For a Contract with more than one Class, provide a separate response for each Class.

Transaction Expenses

8. “Sales Load Imposed on Purchases” includes the maximum sales load imposed upon purchase

payments and may include a tabular presentation, within the larger table, of the range of such

sales loads.

9. “Deferred Sales Load” includes the maximum contingent deferred sales load (or surrender

charge), expressed as a percentage of the original purchase price or amount surrendered, and

may include a tabular presentation, within the larger table, of the range of contingent deferred

sales loads over time.

10. “Transfer Fee” includes the maximum fee charged for any exchange or transfer of Contract value

between Investment Options or from the Registered Separate Account to another investment

company or from the Registered Separate Account to the insurance company’s general account.

The Registrant may include a tabular presentation of the range of transfer fees unless such a

presentation would be so lengthy as to encumber the larger table, in which case the Registrant

should only provide a cross-reference to the narrative portion of the prospectus discussing the

transfer fee.

11. 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.

Adjustments

12. “Contract Adjustment Maximum Potential Loss” includes the maximum negative Contract

Adjustment that may be imposed, expressed as a percentage of Contract value at the start of the

Crediting Period or of the amount withdrawn, as applicable. The Registrant should list in a

footnote the Contract transactions subject to a Contract Adjustment.

Annual Contract Expenses

13. Administrative Expenses include any Contract, account, or similar fee imposed on a dollar basis

and charged on any recurring basis (e.g., $50 per year).

14. Base Contract Expenses include mortality and expense risk fees and account fees and expenses.

Account fees and expenses include all fees and expenses charged to any Investment Option

(except sales loads, mortality and expense risk fees, and optional benefits expenses) that are

deducted on a percentage basis.

15. Optional Benefits Expenses include any optional features (e.g., enhanced death benefits and

living benefits) offered under the Contract for an additional charge.

16. If the Registrant (or any other party pursuant to an agreement with the Registrant) imposes any

other recurring charge (other than Annual Portfolio Company Expenses), add another caption

describing it and list the (maximum) amount or basis on which the charge is deducted.

Annual Portfolio Company Expenses

17. If a Registrant offers multiple Portfolio Companies, it should disclose the minimum and maximum

“Annual Portfolio Company Expenses” for any Portfolio Company calculated in accordance with

Item 3 of Form N-1A [17 CFR §§ 239.15A and 274.11A (before expense reimbursements or fee

waiver arrangements). If the Insurance Company charges a Platform Charge to make any of the

Portfolio Companies available as investment options under the Contract, the Registrant should

include the maximum Platform Charge associated with each Portfolio Company when calculating

minimum and maximum Annual Portfolio Company Expenses.

18. A Registrant may also reflect, in an additional line-item to the range of Annual Portfolio Company

Expenses, minimum and maximum Annual Portfolio Company Expenses calculated in accordance

with Item 3 of Form N-1A that include expense reimbursements or fee waiver arrangements that

are in place and reflected in the Portfolio Company’s registration statement pursuant to Item 3 of

Form N-1A. If the Registrant provides this disclosure, also disclose the period for which the

expense reimbursements or fee waiver arrangement is expected to continue, and, if applicable,

that it can be terminated at any time at the option of a Portfolio Company. If the Registrant

charges a Platform Charge to make any of the Portfolio Companies available as investment

options under the Contract, the Registrant should include the current Platform Charge associated

with each Portfolio Company when calculating minimum and maximum Annual Portfolio Company

Expenses that include expense reimbursements or fee waiver arrangements.

Example

19. For purposes of the Example(s) in the table, provide the following for each Variable Option

Contract Class:

(a) Assume that the percentage amounts listed under “Annual Contract Expenses” remain the

same in each year of the 1-, 3-, 5-, and 10-year periods;

(b) The most expensive combination of Contract features must be shown first. Additional expense

presentations are permitted, but not required;

(d) For any breakpoint in any fee, assume that the amount of Variable Option (and Portfolio

Company) assets remains constant as of the level at the end of the most recently completed

fiscal year;

(e) Assume no exchanges or other transactions;

(f) Reflect any Contract expenses by dividing the total amount of Contract expenses (including

dollar-based Contract expenses) collected during the year that are attributable to the Contract

by the total average net assets that are attributable to the Contract. Add the resulting

percentage to Base Contract expenses and assume that it remains the same in each year of

the 1-, 3-, 5-, and 10-year periods;

(g) Reflect any deferred sales load (or surrender charge) by assuming a complete surrender on

the last day of the year;

(h) Provide the information required in the second section of the Example only if Variable Option

fees upon annuitization are different from those charged upon surrender; and

(i) Provide the information required in the third section of the Example only if a sales load or

other fee is charged upon a complete surrender.

Item 5. Principal Risks of Investing in the Contract

Summarize the principal risks of purchasing a Contract, including as applicable:

(a) Market Risk. Explain the principal risks of investing in an Investment Option, including the risks of

negative investment performance and, for a Contract with Index-Linked Options, prominently

state as a percentage the maximum amount of loss an investor could experience from negative

Index performance after taking into account the current limits on Index loss provided under the

Contract. The Insurance Company may provide a range of the maximum amount of loss if the

Contract offers different limits on Index loss. Prominently disclose any minimum limits on Index

losses that will always be available under the Contract or, alternatively, prominently state that the

Insurance Company does not guarantee that the Contract will always offer Index-Linked Options

that limit Index losses, which would mean risk of loss of the entire amount invested.

(b) Early Withdrawal Risk. State that Contracts are unsuitable as short-term savings vehicles. Explain

the limitations on access to cash value through withdrawals, including, as applicable, surrender

charges, negative Contract Adjustments, loss of interest, and the possibility of adverse tax

consequences. State the maximum potential loss resulting from a negative Contract Adjustment,

as a percentage.

describe the principal risks of investing in any Index-Linked Option offered under the Contract.

State that an investor is not invested in the Index or in the securities tracked by the Index.

Instructions. Include in this discussion, as applicable:

(1) The principal risks relating to limiting positive Index returns, the possibility of losses despite

limits on negative Index returns, interest crediting methodologies, the impact of Contract

fees on the amount of interest credited, and the reallocation of Contract value at the end of

an Index-Linked Option’s Crediting Period,

(2) The principal risks associated with the Index, including risks relating to type (e.g., market

risk, small-cap risk, foreign securities risk, emerging market risk, etc.), the exclusion of

dividends from Index return, and market volatility. Specify which risks relate to each Index

offered under the Contract. Describe the principal risks related to the possible substitution

of the Index before the end of an Index-Linked Option’s Crediting Period.

(d) Contract Benefits Risk. Describe the principal risks associated with any benefits under the

Contract, including the impact of excess withdrawals, if applicable.

(e) Insurance Company Risk. Explain the principal risks associated with the Insurance Company’s

ability to meet its guarantees under the Contract, including risks relating to its financial strength

and claims-paying ability.

(f) Contract Changes Risk. Describe the principal risks relating to any material reservation of rights

under the Contract, including if applicable, the right to remove or substitute Portfolio Companies,

add or remove Index-Linked Options and change the features of an Index-Linked Option from one

Crediting Period to the next, stop accepting additional purchase payments, and impose

investment restrictions or limitations on transfers.

Item 6. Description of Insurance Company, Registered Separate Account, and Investment Options

Concisely discuss the organization and operation or proposed operation of the Insurance Company,

Registered Separate Account, Variable Options, Index-Linked Options, and Fixed Options. Include the

information specified below, as applicable.

(a) Insurance Company. Provide the name and address of the Insurance Company. State that the

Insurance Company is obligated to pay all amounts promised to investors under the Contracts, subject to

its financial strength and claims-paying ability.

Instruction. If applicable, indicate that the Insurance Company is relying on the exemption provided by

rule 12h-7 under the Securities Exchange Act (17 CFR 240.12h-7).

(b) Registered Separate Account. Briefly describe the Registered Separate Account. Include a statement

indicating that:

(1) income, gains, and losses credited to, or charged against, the separate account reflect the

separate account’s own investment experience and not the investment experience of the

Insurance Company’s other assets; and

(2) the assets of the separate account may not be used to pay any liabilities of the Insurance

Company other than those arising from the Contracts.

statements indicating that:

(1) Contract value allocated to a Variable Option will vary based on the investment experience of the

corresponding Portfolio Company in which the Variable Option invests. There is a risk of loss of

the entire amount invested.

(2) Information regarding each Portfolio Company, including (i) its name, (ii) its type (e.g., money

market fund, bond fund, balanced fund, etc.) or a brief statement concerning its investment

objectives, (iii) its investment adviser and any sub-investment adviser, (iv) current expenses, and

(v) performance is available in an appendix to the prospectus, and provide cross-references. State

that each Portfolio Company has issued a prospectus that contains more detailed information

about the Portfolio Company, and provide instructions regarding how investors may obtain paper

or electronic copies.

(3) Concisely discuss the rights of investors to instruct the Insurance Company on the voting of

shares of the Portfolio Companies, including the manner in which votes will be allocated.

(d) Index-Linked Options.

(1) Describe the Index-Linked Options currently offered under the Contract, including statements

indicating that:

(i) The Insurance Company will credit positive or negative interest at the end of a Crediting

Period to amounts allocated to an Index-Linked Option based, in part, on the performance of

the Index. An investment in an Index-Linked Option is not an investment in the Index or in

any Index fund.

(ii) An investor could lose a significant amount of money if the Index declines in value.

(iii) An investor could lose a significant amount of money due to the Contract Adjustment if

amounts are removed from an Index-Linked Option prior to the end of its Crediting Period.

(iv) The Insurance Company can add or remove Index-Linked Options and change the features

of an Index-Linked Option from one Crediting Period to the next, including the Index and the

current limits on Index gains and losses (subject to any contractual minimum guarantees).

(v) Information regarding the features of each currently offered Index-Linked Option, including

(i) its name, (ii) its type (e.g., market Index, exchange-traded fund, etc.), or a brief statement

describing the assets that the Index seeks to track (e.g., U.S. large-cap equities), (iii) its

Crediting Period, (iv) its Index crediting methodology, (v) its current limit on Index loss, and

(vi) its minimum limit on Index gain, is available in an appendix to the prospectus, and

provide cross-references.

Instruction. This statement may be modified to conform to the table provided in response to

Item 17(b).

(2) Describe how interest is calculated and credited for each Index-Linked Option.

(i) Limits on Index Losses

(A) State that the Insurance Company will limit the negative Index return used in

calculating interest credited to an Index-Linked Option at the end of its Crediting

Period. Describe the manner(s) in which the Insurance Company will limit negative

returns through the use of a floor, buffer, or some other rate or measure. Provide an

example of how such rate could operate to limit a negative Index return (e.g., “if the

Index return is -25% and the buffer rate is -10%, we will credit -15% (the amount that

exceeds the buffer rate) at the end of the Crediting Period, meaning your Contract

value will decrease by 15%”).

(B) Disclose the current limit on Index losses for each Index-Linked Option, and state that

the current limit on Index losses will not change during an Index-Linked Option’s

Crediting Period. Prominently disclose any minimum limits on Index losses that will

always be available under the Contract or, alternatively, prominently state that the

Insurance Company does not guarantee that the Contract will always offer Index-Linked

Options that limit Index losses.

on Index losses for an Index-Linked Option, and how that choice may impact other

features of the option set by the Insurance Company. Explain what an investor should

consider regarding limits on Index losses before selecting an Index-Linked Option for

investment.

(ii) Limits on Index Gains.

(A) State that the Insurance Company will limit the positive Index return used in calculating

interest credited to an Index-Linked Option at the end of its Crediting Period. Describe

the manner(s) in which the Insurance Company will limit positive returns through the

use of a cap, participation rate, or some other rate or measure. Provide an example of

how such rate could operate to limit a positive Index return (e.g., “if the Index return is

12% and the cap rate is 4%, we will credit 4% in interest at the end of the Crediting

Period, meaning your Contract value will increase by 4%”).

(B)

State the current limit on Index gains for each Index-Linked Option, and state that the

current limit on Index gains will not change during an Index-Linked Option’s Crediting

Period. Prominently state, for each type of limit offered (e.g., cap, participation rate,

etc.), the lowest limit on Index gains that may be established under the Contract.

Instructions.

1. An insurer may post the current limit on Index gains for each Index-Linked Option

on a website that is publicly accessible, free of charge, and incorporate this

information by reference into the prospectus. An insurer that relies on this

approach must state in the prospectus at the place where the information

required by this Item would normally appear that the information about current

limits on Index gains is incorporated by reference from [provide website address].

2. The website address must be specific enough to lead investors directly to the

current limits on Index gains, rather than to the home page or other section of the

website on which the limits are posted. Include on the website current limits that

are available for all Contract investors, including variations in limits (e.g., due to

distribution channel, state requirements, optional benefits, date of Contract

purchase, etc.). Only include those limits that are currently available for the IndexLinked Options offered under the Contract.

on Index gains for an Index-Linked Option, and how that choice may impact other

features of the option set by the Insurance Company. Explain what an investor should

consider regarding limits on Index gains before selecting an Index-Linked Option for

investment.

(iii) Crediting Period.

(A) Generally describe the Index-Linked Option Crediting Periods available under the

Contract (e.g., 1, 3, and 6 years) and the factors an investor should consider regarding

different Crediting Period lengths before selecting an Index-Linked Option for

investment.

(B) Prominently state that amounts must remain in an Index-Linked Option until the end of

its Crediting Period to be credited with all or partial interest, as applicable, and to avoid

a possible Contract Adjustment in addition to potential surrender charges and tax

consequences. Describe the transactions subject to a Contract Adjustment. Provide

cross-references to related disclosure in the prospectus.

(iv) Methodology and Examples.

(A) For each Index crediting methodology, describe how interest is calculated and credited

at the end of a Crediting Period based on the interest crediting formula or performance

measure (e.g. point-to-point, step-up calculations, enhanced performance).

(B) For each Index, provide a bar chart showing the annual return for each of the last 10

calendar years (or for the life of the Index if less than 10 years). Provide a hypothetical

example alongside each Index return that reflects the return after applying a 5% cap

and a -10% buffer.

Include the following legend before the bar chart, in the format specified:

The bar chart shown below provides the Index’s annual returns for the last 10

calendar years (or for the life of the Index if less than 10 years), as well as the

Index returns after applying a hypothetical 5% cap and a hypothetical -10%

buffer. The chart illustrates the variability of the returns from year to year and

shows how hypothetical limits on Index gains and losses may affect these returns.

Past performance is not necessarily an indication of future performance.

The performance below is NOT the performance of any Index-Linked Option. Your

performance under the Contract will differ, perhaps significantly. The

performance below may reflect a different return calculation, time period, and

limit on Index gains and losses than the Index-Linked Options, and does not

reflect Contract fees and charges, including surrender charges and the Contract

Adjustment, which reduce performance.

Instructions.

Include only one legend if bar charts for multiple Indexes are presented.

Provide the corresponding numerical return adjacent to each bar.

3. If the Contract does not offer any Index-Linked Option that uses a cap in its

Index crediting methodology, the Insurance Company may reflect the rate or

measure used to limit Index gains under the Contract assuming a hypothetical

percentage comparable to a 5% cap. If the Contract does not offer any IndexLinked Option that uses a buffer in its Index crediting methodology, the Insurance

Company may reflect the rate or measure used to limit Index losses under the

Contract assuming a hypothetical percentage comparable to a -10% buffer.

4. If applicable, disclose in a footnote to the table that the Index is a “price

return index,” not a “total return index,” and therefore does not reflect the

dividends paid on the assets composing the Index, which will reduce the Index

return and cause the Index to underperform a direct investment in the securities

composing the Index.

5. If applicable, disclose in a footnote to the table that the Index provider

deducts fees and costs when calculating the Index return, which will reduce the

Index return and will cause the Index to underperform a direct investment in the

securities composing the Index.

6. Do not include additional performance presentations or historical Index

performance that precedes the inception of the Index.

methodology in a clear, concise, and understandable manner.

Include the following legend, in the format specified:

The following examples illustrate how we calculate and credit interest under each

Index crediting methodology assuming hypothetical Index returns and

hypothetical limits on Index gains and losses. The examples assume no

withdrawals.

Instructions.

1. Assume hypothetical returns and limits that are reasonable based on current

and anticipated market conditions and Contract sales.

2. Include in the example a positive Index return above the limit on Index gains

and a negative Index return below the limit on Index losses.

3. Reflect any charges subtracted from interest credited or deducted from

Contract value in the Index-Linked Options.

4. Additional examples, charts, graphs, or other presentations may be included if

clear, concise, and understandable.

(v) Indexes.

(A) For each Index, briefly describe the types of investments that compose the Index.

Direct the investor to additional information about the Index.

Instructions.

1. Where there is more than one version of an Index (for example a total return

version, price return version), it should be clear which Index relates to the IndexLinked Option.

2. If the Index is an exchange-traded fund (“ETF”), clarify whether the Index

performance is based on the ETF’s Net Asset Value or closing value. Also clarify if

the performance is based on the share price of the ETF and the impact of using

share price as opposed to total return.

3. If applicable, state that the Index is a “price return index,” not a “total return

index,” and therefore does not reflect dividends paid on the securities composing

the Index. If applicable, state that the Index deducts fees and costs when

calculating Index performance. In these cases, state that this will reduce the

Index return and cause the Index to underperform a direct investment in the

securities composing the Index.

(B) State that the Insurance Company reserves the right to substitute an Index prior to

the end of a Crediting Period. Explain: (a) all circumstances that could necessitate a

substitution; (b) how the Insurance Company would choose a replacement Index; (c)

when and how investors will be notified of any such change; (d) how Index return will

be calculated at the end of the Crediting Period; and (e) what would happen if a

suitable replacement Index were not found, including whether the Index-Linked

Option will be discontinued prior to the end of the Crediting Period.

(vi) Maturity. State whether investors will receive advance notice of a maturing Index-Linked

Option. Disclose how an investor may provide instructions on reallocating Contract value at

the end of the Crediting Period, and any automatic default reallocation in the absence of

such instructions.

Instruction. Explain how investors will be informed of Index-Linked Options available for

allocation at the end of a Crediting Period, including any changes to currently offered IndexLinked Options, and the discontinuance or addition of Index-Linked Options.

(vii)Other Material Features. Describe any other material aspect of the Index-Linked Options,

including limitations on transfers to or from the Index-Linked Options, rate holds, “bail-out”

provisions, start dates, and holding accounts. If applicable, briefly describe how charges may

impact Index-Linked Option value.

(e) Fixed Options.

(1) Describe the Fixed Options currently offered under the Contract. State that information

regarding the features of each currently offered Fixed Option, including (i) its name, (ii) its term,

and (iii) its minimum guaranteed interest rate, is available in an appendix to the prospectus,

and provide cross-references.

Instruction. This statement may be modified to conform to the table provided in response to

Item 17(c).

(2) Describe how interest is calculated and when it is credited for each Fixed Option. Disclose the

length of the term and the minimum guaranteed interest rate.

Instruction. Disclose the minimum guaranteed interest rate as a numeric rate, rather than

referring to any minimums permitted under state law.

(i) Contract Adjustment. If applicable, state that an investor could lose a significant amount of

money due to the Contract Adjustment if amounts are removed from a Fixed Option prior to

the end of its term. Describe the transactions subject to a Contract Adjustment. Provide

cross references to related disclosure in the prospectus.

(ii) Maturity. If applicable, state whether investors will receive advance notice of a maturing

Fixed Option. Disclose how an investor may provide instructions on reallocating Contract

value at the end of the term, and any automatic default reallocation in the absence of such

instructions.

Instruction. Explain how investors will be informed of Fixed Options available for allocation at

the end of a term, including how current rates may be obtained and any changes to currently

offered Fixed Options, and the discontinuance or addition of Fixed Options.

(iii) Other Material Features. Describe any other material aspect of the Fixed Options, including

limitations on transfers to or from the Fixed Options, rate holds, start dates, and holding

accounts.

Item 7. Charges and Adjustments

(a) Description. Briefly describe all current charges deducted from purchase payments, Contract value,

or Investment Option assets, or any other source (e.g., sales loads, premium taxes and other taxes,

administrative and transaction charges, risk charges, Contract loan charges, and optional benefit

charges). Indicate whether each charge will be deducted from purchase payments, Contract value, or

Investment Option assets, the proceeds of withdrawals or surrenders, or some other source. When

possible, specify the amount of any charge as a percentage or dollar figure (e.g., 0.95% of average

daily net assets or $5 per exchange). For recurring charges, specify the frequency of the deduction

(e.g., daily, monthly, annually). Identify the person who receives the amount deducted, briefly explain

what is provided in consideration for the charges, and explain the extent to which any charge can be

modified. Where it is possible to identify what is provided in consideration for a particular charge

(e.g., use of sales load to pay distribution costs), explain what is provided in consideration for that

charge separately.

Instructions.

1. Describe the sales loads applicable to the Contract and how sales loads are charged and

calculated, including the factors affecting the computation of the amount of the sales load. If the

Contract has a front-end sales load, describe the sales load as a percentage of the applicable

measure of purchase payments and as a percentage of the net amount invested for each

breakpoint. For Contracts with a deferred sales load, describe the sales load as a percentage of

the applicable measure of purchase payments (or other basis) that the deferred sales load may

represent. Percentages should be shown in a table. Identify any events on which a deferred sales

load is deducted (e.g., surrender or withdrawal). The description of any deferred sales load should

include how the deduction will be allocated among Investment Options and when, if ever, the

sales load will be waived (e.g., if the Contract provides a free withdrawal amount).

2. Unless set forth in response to Instruction 1, list any special purchase plans or methods

established pursuant to a rule or an exemptive order that reflect scheduled variations in, or

elimination of, the sales load (e.g., group discounts, waiver of sales load upon annuitization or

attainment of a certain age, waiver of deferred sales load for a certain percentage of Contract

value (“free corridor”), investment of proceeds from another policy, exchange privileges,

employee benefit plans, or the terms of a merger, acquisition or exchange offer made pursuant to

a plan of reorganization); identify each class of individuals or transactions to which such plans

apply; state each different sales charge available as a percentage of the public offering price and

as a percentage of the net amount invested; and state from whom additional information may be

obtained. Describe any other special purchase plans or methods established pursuant to a rule

that reflect other variations in, or elimination of, the sales load or in any administrative charge or

other deductions from purchase payments, and generally describe the basis for the variation or

elimination in the sales load or other deduction (i.e., the size of the purchaser, a prior or existing

relationship with the purchaser, the purchaser’s assumption of certain administrative functions,

or other characteristics that result in differences in costs or services).

3. If proceeds from sales loads will not cover the expected costs of distributing the Contracts,

identify from what source the shortfall, if any, will be paid. If any shortfall is to be made from

assets from the Insurance Company’s general account, disclose, if applicable, that any amounts

paid by the Insurance Company may consist, among other things, of proceeds derived from Base

Contract Expenses.

4. If the Contract’s charge for premium or other taxes varies according to jurisdiction, identification

of the range of current premium or other taxes is sufficient.

(b) Commissions Paid to Dealers. State the commissions paid to dealers as a percentage of purchase

payments.

assets of the Portfolio Companies that are described in the prospectuses for those companies.

(d) Operating Expenses. Describe any type of operating expenses for which the Registered Separate

Account is responsible. If organizational expenses of the Registered Separate Account are to be paid

out of its assets, explain how the expenses will be amortized and the period over which the

amortization will occur.

(e) Contract Adjustment. Describe any Contract Adjustment under the Contract.

Instructions.

State the maximum potential loss, as a percentage, that could result from a negative Contract

Adjustment.

Define the period during which the Contract Adjustment applies.

Describe all transactions subject to the Contract Adjustment. For example, as applicable, state

whether an adjustment will be applied if amounts are transferred or withdrawn from an Investment

Option or from the Contract due to a partial withdrawal, surrender, election of an annuity option,

payment of death benefit proceeds, etc., or where a particular Contract option (such as a

withdrawal under a guaranteed living benefit) is utilized. Describe any circumstances under which

the adjustment will be waived.

Briefly describe in simple terms the manner in which the Contract Adjustment is determined,

including: (i) whether the adjustment results from the application of a particular formula or set of

factors (e.g., a change in value of hypothetical derivative instruments); (ii) the factors that may

cause a positive or negative adjustment (e.g., timing of withdrawal, Index volatility, increase in

external interest rates, etc.); (iii) a description of any proportionate withdrawal calculations; and (iv)

how a positive or negative adjustment is applied (e.g., allocated among the Investment Options,

applied to a withdrawal amount). Detailed disclosure on the method of calculating the Contract

Adjustment should be placed in the SAI in response to Item 22(d). Provide a cross-reference to the

SAI for more information about the Contract Adjustment, including examples illustrating the

operation of the adjustment.

State how the Contract Adjustment will affect the Contract value, surrender value, death benefit,

and any living benefits, and disclose that a negative adjustment could reduce the values under the

Contract by an amount greater than the value withdrawn. If applicable, state the impact of the

Contract Adjustment on interest to be credited to an Index-Linked Option at the end of its Crediting

Period.

Describe the relationship between the Contract Adjustment and any other charges, fees, or

adjustments applied under the Contract, including, for example, the sequence in which charges,

fees, and adjustments are applied.

Briefly describe the purpose of the Contract Adjustment (e.g., to transfer risk from the Insurance

Company to the investor to protect the Insurance Company from losses on its own investments

supporting Contract guarantees if amounts are withdrawn prematurely).

Disclose how an investor can obtain information about the current value of a Contract Adjustment.

State that this value can fluctuate daily, and the current value quoted to the investor may differ

from the actual value calculated at the time of adjustment.

Item 8. General Description of Contracts

(a) Contract Rights. Identify the person or persons (e.g., the investor, participant, annuitant, or

beneficiary) who have material rights under the Contracts, and the nature of those rights (1) during

the accumulation period, (2) during the annuity period, and (3) after the death of the annuitant or

investor.

Instruction. Disclose all material state variations and intermediary-specific variations (e.g., variations

resulting from different brokerage channels) to the offering.

(b) Contract Provisions and Limitations. Briefly describe any provisions and limitations for:

(1) minimum Contract value, and the consequences of falling below that amount;

(2) allocation of purchase payments among Investment Options;

(3) transfer of Contract value between Investment Options, including transfer programs (e.g., dollar

cost averaging, portfolio rebalancing, asset allocation programs, and automatic transfer

programs);

(4) conversion or exchange of Contracts for another contract, including a fixed or variable annuity or

life insurance contract; and

Instruction. In discussing conversion or exchange of Contracts, the Registrant should include any

time limits on conversion or exchange, the name of the company issuing the other contract and

whether that company is affiliated with the issuer of the Contract, and how the cash value of the

Contract will be affected by the conversion or exchange.

(5) buyout offers, including interests or participations therein.

Company’s general account (e.g., Index-Linked or Fixed Options, death benefits, living benefits, or

other benefits available under the Contract), and state that these amounts are subject to the

Insurance Company’s claims-paying ability and financial strength.

(d) Contract or Registered Separate Account Changes. Briefly describe the changes that can be made

in the Contracts or the operations of the Registered Separate Account by the Registered Separate

Account or the Insurance Company, including:

(1) why a change may be made (e.g., changes in applicable law or interpretations of law);

(2) who, if anyone, must approve any change (e.g., the investor or the Commission); and

(3) who, if anyone, must be notified of any change.

Instruction. Describe only those changes that would be material to a purchaser of the Contracts, such as

a reservation of the right to deregister the Registered Separate Account under the Investment Company

Act or to substitute one Portfolio Company for another. Do not describe possible non-material changes,

such as changing the time of day at which accumulation unit values are determined.

(e) Class of Purchasers. Disclose any limitations on the class or classes of purchasers to whom the

Contract is being offered.

(f) Frequent Transfers among Variable Options.

(1) Describe the risks, if any, that frequent transfers of Contract value among Variable Options may

present for other investors and other persons (e.g., participants, annuitants, or beneficiaries) who

have material rights under the Contract.

(2) State whether or not the Registered Separate Account or Insurance Company has adopted

policies and procedures with respect to frequent transfers of Contract value among Variable

Options.

(3) If neither the Registered Separate Account nor the Insurance Company has adopted any such

policies and procedures, provide a statement of the specific basis for the view of the Insurance

Company that it is appropriate for the Registered Separate Account and Insurance Company not

to have such policies and procedures.

(4) If the Registered Separate Account or Insurance Company has any such policies and procedures,

describe those policies and procedures, including:

(i)

whether or not the Registered Separate Account or Insurance Company discourages frequent

transfers of Contract value among Variable Options;

(ii) whether or not the Registered Separate Account or Insurance Company accommodates

frequent transfers of Contract value among Variable Options; and

(iii) any policies and procedures of the Registered Separate Account or Insurance Company for

deterring frequent transfers of Contract value among Variable Options, including any

restrictions imposed by the Registered Separate Account or Insurance Company to prevent or

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;

to be engaged in frequent transfers of Contract value among Variable Options, together

with a description of the circumstances under which such costs, fees, or charges will be

imposed;

(D) any minimum holding period that is imposed before a transfer may be made from a

Variable Option into another;

(E) any restrictions imposed on transfer requests submitted by overnight delivery,

electronically, or via facsimile or telephone; and

(F) any right of the Registered Separate Account or Insurance Company to reject, limit, delay,

or impose other conditions on transfers or to terminate or otherwise limit Contracts based

on a history of frequent transfers among Variable Options, including the circumstances

under which such right will be exercised.

(5) If applicable, include a statement, adjacent to the disclosure required by paragraphs (f)(1)

through (f)(4) of this Item, that the Statement of Additional Information includes a description of

all arrangements with any person to permit frequent transfers of Contract value among Variable

Options.

Item 9. Annuity Period

Briefly describe the annuity options available. The discussion should include:

(a) Material factors that determine the level of annuity benefits;

(b) The annuity commencement date (give the earliest and latest possible dates);

(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:

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.

Detailed disclosure on the method of calculating annuity payments should be placed in the SAI in

response to Item 25.

(g) If applicable, state that the investor will not be able to withdraw any Contract value amounts after the

annuity commencement date.

Item 10. Benefits Available Under the Contract

(a) Include the following information:

The following table[s] summarize information about the benefits available under the contract.

Name of Benefit

Purpose

Is Benefit

Standard or

Optional

Maximum Fee

[ ]%

Brief Description

of Restrictions/

Limitations

Instructions.

1. General.

(a) The table required by paragraph (a) of this Item is meant to provide a tabular summary

overview of the benefits described in paragraph (b) of this Item (e.g., standard or optional

death benefits, standard or optional living benefits, etc.).

(b) If the Contract offers multiple benefits of the same type (e.g., death benefit, accumulation

benefit, withdrawal benefit, long-term care benefit), the Registrant may include multiple tables

in response to paragraph (a) of this Item, if doing so might better permit comparisons of

different benefits of the same type. Registrants that choose to use a single table should

consider whether grouping together multiple benefits of the same type, with appropriate

headings, might similarly permit better comparisons of those benefits.

promote clarity and facilitate understanding of the table(s) presented in response to

paragraph (a) of this Item. For example, if certain optional benefits are only available to

certain investors (e.g., investors who invested during specific time periods), the table could

include footnotes or headings to identify which optional benefits are affected and to whom

those optional benefits are available.

2. Name of Benefit. State the name of each benefit included in the table(s).

3. Purpose. Briefly describe the purpose of each benefit included in the table(s).

4. Is Benefit Standard or Optional. State whether the benefit is standard or optional. If the

Registrant includes titles or headings for the table(s) specifying whether the benefit is standard or

optional, the Registrant does not need to include the “Is Benefit Standard or Optional” column in

the table(s).

5. Maximum Fee. State the maximum fee associated with each benefit included in the table(s).

Include parentheticals providing information about what the stated percentage refers to (e.g.,

percentage of Contract value, percentage of benefit base, etc.).

6. Current Fee. The Registrant may disclose the current charge in a separate column titled “Current

Charge,” if the disclosure of the current charge is no more prominent than, and does not obscure

or impede understanding of, the disclosure of the maximum charge.

7. Brief Description of Restrictions/Limitations. Briefly describe the restriction(s) or limitation(s)

associated with each benefit. Registrants are encouraged to use short phrases (e.g., “benefit

limits investment options available,” “withdrawals could terminate benefit”) to describe the

restriction(s) or limitation(s).

(b) Briefly describe any benefits (e.g., death benefits, living benefits, etc.) offered under a Contract,

including:

(1) Whether the benefit is standard or optional;

(2) The operation of the benefit, including the amount of the benefit and how the benefit amount may

vary, the circumstances under which the value of the benefit may increase or be reduced

(including the effect of withdrawals), and how the benefit may be terminated;

(3) Fees and costs, if any, associated with the benefit; and

(4) How the benefit amount is calculated and payable and the effect of choosing a specific method of

payment on calculation of the benefit.

Contract (e.g., restrictions on which Portfolio Companies or Investment Options may be selected; risk

of reduction or termination of benefit or of additional costs resulting from excess withdrawals).

Instruction. In responding to paragraphs (b) and (c) of this Item, provide one or more examples

illustrating the operation of each benefit in a clear, concise, and understandable manner.

Item 11. Purchases and Contract Value

(a) Briefly describe the procedures for purchasing a Contract. Include a concise explanation of:

(1) the minimum initial and subsequent purchase payments required and any limitations on the

amount of purchase payments that will be accepted (if there are separate limits for each

Investment Option, state these limits);

(2) a statement of when initial and subsequent purchase payments are credited; and

(3) a description of how purchase payments are allocated to the Investment Options, including how

such allocation would take place in the absence of instructions from the investor.

(b) For Variable Options:

(1) Describe the manner in which purchase payments are credited, including: (A) an explanation

that purchase payments are credited on the basis of accumulation unit value; (B) how

accumulation unit value is determined; and (C) how the number of accumulation units

credited to a Contract is determined.

(2) Explain that investment performance of the Portfolio Companies, expenses, and deduction of

certain charges affect accumulation unit value and/or the number of accumulation units.

(3) Describe when calculations of accumulation unit value are made and that purchase payments

are credited to a Contract on the basis of accumulation unit value next determined after

receipt of a purchase payment.

principal business address. If the principal underwriter is affiliated with the Registrant or any

affiliated person of the Registrant, identify how they are affiliated (e.g., the principal underwriter is

controlled by the Insurance Company).

Item 12. Surrenders and Withdrawals

(a) Surrender and Withdrawal. Briefly describe how surrenders and withdrawals can be made from a

Contract, including any limits on the ability to surrender, how the proceeds are calculated, and when

they are payable. Briefly describe the potential effect of such surrenders and withdrawals.

(b) Additional Information Regarding Surrender and Withdrawal. Indicate generally whether and under

what circumstances surrenders and withdrawals are available under a Contract, including the

minimum and maximum amounts that may be surrendered or withdrawn, any limits on their

availability, how the proceeds are calculated, and when the proceeds are payable.

surrenders or withdrawals will affect a Contract’s cash value, death benefit(s), and/or any living

benefits, and whether any charge(s) and Contract Adjustment will apply.

(d) Investment Option Allocation. Describe how surrenders and withdrawals will be allocated to the

Investment Options, including how such allocation would take place in the absence of instructions

from the investor.

Instruction. The Registrant should generally describe the terms and conditions that apply to surrender

and withdrawal transactions. Technical information regarding the determination of amounts available to

be surrendered or withdrawn should be included in the SAI.

(e) Involuntary Redemption. Briefly describe any provision for involuntary redemptions under the

Contract and the reasons for it, such as the size of the account or infrequency of purchase payments.

(f) Revocation Rights. Briefly describe any revocation rights (e.g., “free look” provisions), including a

description of how the amount refunded is determined. Disclose the method for crediting Variable

Option earnings to purchase payments during the free look period, and whether Investment Options

are limited during the free look period.

Item 13. Loans

Briefly describe the loan provisions of the Contract, including any of the following that are applicable.

(a) Availability of Loans. State that a portion of the Contract’s cash surrender value may be borrowed.

State how the amount available for a loan is calculated.

(b) Limitations. Describe any limits on availability of loans (e.g., a prohibition on loans during the first

Contract year).

not paid. Explain how interest on the amount in the collateral account is credited to the Contract and

allocated to the investment options.

(d) Effect on Contract Value and Death Benefit. Describe how loans and loan repayments affect Contract

value and how they are allocated among the investment options, including, if applicable, how such

allocation would take place in the absence of instructions from the investor. Include (i) a brief

explanation that amounts borrowed under a Contract do not participate in the investment experience

of an Investment Option and that loans, therefore, can affect the Contract value and death benefit

whether or not the loan is repaid, and (ii) a brief explanation that the Contract value at surrender and

the death proceeds payable will be reduced by the amount of any outstanding Contract loan plus

accrued interest.

(e) Other Effects. Describe any other effect that a loan could have on the Contract (e.g., the effect of a

Contract loan in excess of Contract value).

(f) Procedures. Describe the loan procedures, including how and when amounts borrowed are

transferred out of the Investment Options and how and when amounts repaid are credited to the

Investment Options.

Item 14. Taxes

(a) Tax Consequences. Describe the material tax consequences to the investor and beneficiary of buying,

holding, exchanging, or exercising rights under the Contract.

Instruction. Discuss the taxation of annuity payments, death benefit proceeds, periodic and non-periodic

withdrawals, loans, and any other distribution that may be received under the Contract, as well as the tax

benefits accorded the Contract, and other material tax consequences. Describe, if applicable, whether

the tax consequences vary with different uses of the Contract.

(b) Qualified Plans. Identify the types of qualified plans for which the Contracts are intended to be used.

Instructions:

Identify the types of persons who may use the plans (e.g., corporations, self-employed individuals)

and disclose, if applicable, that the terms of the plan may limit the rights otherwise available

under the Contracts.

Do not describe the Internal Revenue Code requirements for qualifications of plans or the nonannuity tax consequences of qualification (e.g., the effect on employer taxation).

Item 15. Legal Proceedings

Describe any material pending legal proceedings, other than ordinary routine litigation incidental to the

business, to which the Registered Separate Account, the principal underwriter, or the Insurance

Company is a party. Include the name of the court where the case is pending, the date instituted, the

principal parties involved, a description of the factual basis alleged to underlie the proceeding, and the

relief sought. Include similar information as to any proceedings instituted, or known to be contemplated,

by a governmental authority.

Instruction. For purposes of this requirement, legal proceedings are material only to the extent that they

are likely to have a material adverse effect on the Registered Separate Account, the ability of the

principal underwriter to perform its contract with the Registrant, or the ability of the Insurance Company

to meet its obligations under the Contracts.

Item 16. Financial Statements

If all of the required financial statements of the Registered Separate Account and the Insurance

Company (see Item 26 and General Instruction C.3.(b)) are not in the prospectus, state, under a separate

caption, where the financial statements may be found. Briefly explain how investors may obtain any

financial statements not in the Statement of Additional Information.

Item 17. Investment Options Available Under the Contract

Include the following information as an Appendix under the heading “Appendix: Investment Options

Available Under the Contract.” A Registrant may modify the Appendix heading as appropriate under the

Contract.

(a) Variable Options. Include the following legend, in the format specified below:

The following is a list of Portfolio Companies available under the Contract. More information about the

Portfolio Companies is available in the prospectuses for the Portfolio Companies, which may be

amended from time to time and can be found online at [___]. You can also request this information at no

cost by calling [____] or by sending an email request to [___].

The current expenses and performance information below reflects fee and expenses of the Portfolio

Companies, but do not reflect the other fees and expenses that your Contract may charge [, such as

Platform Charges]. Expenses would be higher and performance would be lower if these other charges

were included. Each Portfolio Company’s past performance is not necessarily an indication of future

performance.

Type/Investment

Objective

[Insert]

Portfolio Company

and Adviser/

Subadviser

[Names of Portfolio

Company and

adviser/subadviser]

Current Expenses

Average Annual Total Returns

(as of 12/31/_)

[_]%

1 year

5 year

10 year

[_]%

Instructions.

1. General.

(a) Only include Portfolio Companies that are investment options under the Contract. Indicate if

investments in any of the Portfolio Companies are restricted (e.g., because of a “hard” or

“soft” close).

(b) The introductory legend to the table must provide a website address, other than the address

of the Commission’s electronic filing system; toll free telephone number; and email address

that investors can use to obtain the prospectuses of the Portfolio Companies and to request

other information about the Portfolio Companies. The website address must be specific

enough to lead investors directly to the prospectuses of the Portfolio Companies, rather than

to the home page or other section of the website on which the materials are posted. The

website could be a central site with prominent links to each document.

available from a financial intermediary (such as an insurance sales agent or broker-dealer)

through which the Contract may be purchased or sold.

(d) Registrants not relying upon rule 498A(j) under the Securities Act [17 CFR 230.498A(j)] with

respect to the Portfolio Companies that are investment options under the Contract may, but

are not required to, provide the next-to-last sentence of the first paragraph of the introductory

legend to the table regarding online availability of the prospectuses.

(e) If applicable, include a statement explaining that updated performance information is

available and providing a website address and/or toll-free (or collect) telephone number

where the updated information may be obtained.

(f) Registrants may include additional rows to the table to group Portfolio Companies belonging

to the same fund complex, or otherwise modify the tabular presentation, provided that the

presentation does not obscure or impede understanding of the information that is required

to be included, or substantially alter the required format of the table.

2. Type/Investment Objective. Briefly describe each Portfolio Company’s type (e.g., money market

fund, bond fund, balanced fund, etc.), or include a brief statement describing the Portfolio

Company’s investment objectives.

3. Portfolio Company and Adviser/Subadviser. State the name of each Portfolio Company and its

adviser/subadviser, as applicable. The adviser’s/sub-adviser’s name may be omitted if it is

incorporated into the name of the Portfolio Company. A Registrant also need not identify a subadviser whose sole responsibility for the Portfolio Company is limited to day-to-day management

of the Portfolio Company’s holdings of cash and cash equivalent instruments, unless the Portfolio

Company is a money market fund or other Portfolio Company with a principal investment strategy

of regularly holding cash and cash equivalent instruments. If the Portfolio Company has three or

more sub-advisers, each of which manages a portion of the Portfolio Company’s portfolio, the

Registrant need not identify each such sub-adviser, except that the Registrant must identify any

sub-adviser that is (or is reasonably expected to be) responsible for the management of a

significant portion of the Portfolio Company’s net assets. For purposes of this paragraph, a

significant portion of a Portfolio Company’s net assets generally will be deemed to be 30% or

more of the Portfolio Company’s net assets.

4. Current Expenses. Report “Total Annual Fund Operating Expenses” as calculated pursuant to Item

3 of Form N-1A [17 CFR §§ 239.15A and 274.11A], reflecting any expense reimbursements or

fee waiver arrangements that are in place and reported in the Portfolio Company’s registration

statement pursuant to Item 3 of Form N-1A. If applicable, identify each Portfolio Company subject

to an expense reimbursement or fee waiver arrangement and provide a footnote stating that their

annual expenses reflect temporary fee reductions.

5. Platform Charge. If the Insurance Company charges a Platform Charge to make any of the

Portfolio Companies available as investment options under the Contract, add a column titled

“Platform Charge” disclosing the current Platform Charge for each Portfolio Company. If

applicable, also provide a footnote indicating the highest level to which any relevant Platform

Charge may be increased.

6. Current Expenses + Platform Charge. If the Insurance Company charges a Platform Charge to

make any of the Portfolio Companies available as investment options under the Contract, add a

column titled “Current Expenses + Platform Charge.” The column contemplated by this Instruction

must be presented in a manner reasonably calculated to draw investor attention to that column.

7. Average Annual Total Returns. For purposes of this Item, “average annual total returns” means

the “average annual total return” (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form

N-1A.

(b) Index-Linked Options.

(1) Include the following legend, in the format specified below:

The following is a list of Index-Linked Options currently available under the Contract. We may change the

features of the Index Linked Options listed below (including the Index and the current limits on Index

gains and losses), offer new Index-Linked Options, and terminate existing Index-Linked Options. We will

provide you with written notice before making any changes other than changes to current limits on Index

gains. Information about current limits on Index gains is available at [website address].

Note: If amounts are removed from an Index-Linked Option before the end of its Crediting Period, we

[may/will] apply a Contract Adjustment. This may result in a significant reduction in your Contract value

that could exceed any protection from Index loss that would be in place if you held the option until the

end of the Crediting Period.

Index

Type of Index

Crediting Period

Index Crediting

Methodology

[Name of Index]

[Insert]

[ ] Year

[ ]

Current Limit

on Index Loss Minimum Limit

(if held until

on Index Gain

end of

(for the life of

Crediting

the Index-Linked

Period)

Option)

[ ]%

(2) Immediately below the table required by paragraph (b)(1) of Item 17, prominently disclose any

minimum limits on Index losses that will always be available under the Contract or, alternatively,

prominently state that the Insurance Company does not guarantee that the Contract will always

offer Index-Linked Options that limit Index losses. Prominently state, for each type of limit offered

(e.g., cap, participation rate, etc.), the lowest limit on Index gains that may be established under

the Contract.

Instructions.

1. General.

(a) Include appropriate cross-references in the legend to the section(s) of the prospectus that

describe the features of the Index-Linked Options as well as the Contract Adjustment.

(b) Only include those Index Linked Options that are available under the Contract. Indicate if

investments in any of the Index-Linked Options are restricted (e.g., because of a “hard” or

“soft” close).

describe the material features of an Index-Linked Option.

(d) If an Index provider calculates the Index return in a manner that does not reflect the full

investment performance of the assets tracked by the Index (e.g., the return does not reflect

dividends paid on the assets composing the Index, the return reflects a fee or cost, etc.),

then include a footnote to the table stating that the Index is a “price return index,” not a

“total return index,” and therefore does not reflect dividends paid on the securities

composing the Index, and/or the Index deducts fees and costs when calculating Index

performance, as applicable. In these cases, state that this will reduce the Index return and

cause the Index to underperform a direct investment in the securities composing the Index.

(e) A website address should be provided in the legend only if the Insurance Company

incorporates current limits on Index gains by reference as provided in Instruction 1 to Item

6(d)(2)(ii)(B). This website address in the legend must be the website provided in response

to Instruction 1 to Item 6(d)(2)(ii)(B).

(f) If the Insurance Company does not incorporate current limits on Index gains by reference,

the legend should provide (in lieu of the website address) a cross-reference to the current

limits on Index gains disclosed elsewhere in the prospectus pursuant to Item 6(d)(2)(ii)(B).

2. Index. Provide the name of the Index.

3. Type. Briefly describe the type of Index (e.g., market index, exchange-traded fund, etc.), or

include a brief statement describing the assets that the Index seeks to track (e.g., U.S. large-cap

equities).

4. Crediting Period. State the duration of the Index-Linked Option.

5. Index Crediting Methodology. If the Insurance Company utilizes multiple index crediting

methodologies under the Contract (e.g., point-to-point, step-up, enhanced upside, etc.), include a

column indicting the type of methodology used for each Index-Linked Option.

6. Current Limit on Index Loss (if held until end of Crediting Period). State the current percentage

used by the Insurance Company in its interest crediting methodology to limit the amount of

negative Index return credited to the Index-Linked Option. Identify in the table whether this limit

is a buffer, floor, or some other rate or measure.

7. Minimum Limit on Index Gain (for the life of the Index-Linked Option). State the minimum

percentage the Insurance Company may use in its interest crediting methodology to limit the

amount of positive Index return credited to the Index-Linked Option. Identify in the table whether

this limit is a cap, participation rate, or some other rate or measure.

The following is a list of Fixed Options currently available under the Contract. We may change the

features of the Fixed Options listed below, offer new Fixed Options, and terminate existing Fixed Options.

We will provide you with written notice before doing so.

Note: If amounts are withdrawn from a Fixed Option before the end of its term, we [may/will] apply a

Contract Adjustment. This may result in a significant reduction in your Contract value.

Name

Term

Minimum Guaranteed Interest

Rate

[Name of Fixed Option]

[ ] Year

[ ]%

Instructions.

1. General.

(a) Include appropriate cross-references in the legend to the section(s) of the prospectus that

describe the features of the Fixed Options as well as the Contract Adjustment.

(b) Only include those Fixed Options that are available under the Contract.

material features of a Fixed Option.

2. Term. State the duration of the Fixed Option.

3. Minimum Guaranteed Interest Rate. Disclose the minimum guaranteed interest rate as a

numeric rate, rather than referring to any minimums permitted under state law.

(d) Restrictions. If the availability of one or more Investment Options varies by benefit offered under the

Contract:

(1) The following sentence should be added to the first paragraph of the legend preceding each

table above, as applicable: “Depending on the [optional] benefits you choose, you may not be

able to invest in certain Investment Options, as noted below.”; and

(2) Indicate which Investment Options are available (or are restricted) under the benefits offered

under the Contract. The Appendix could incorporate a separate table that is structured

pursuant to the following example, or could use any other presentation that might promote

clarity and facilitate understanding:

[Investment Option]

[Benefit #1]

[Benefit #2]

[Benefit #3]

[Benefit #4]

Investment Option A



Investment Option B



Investment Option C



Investment Option D



PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 18. Cover Page and Table of Contents

(a) Front Cover Page. Include the following information on the outside front cover page of the SAI:

(1) The Registered Separate Account’s name.

(2) The Insurance Company’s name.

(3) The name of the Contract and the Class or Classes, if any, to which the Contract relates.

(4) A statement or statements:

(i)

That the SAI is not a prospectus;

(ii) How the prospectus may be obtained; and

(iii) Whether and from where information is incorporated by reference into the SAI, as permitted

by General Instruction D.

Instruction. Any information incorporated by reference into the SAI must be delivered with the SAI.

(5) The date of the SAI and the prospectus to which the SAI relates.

(b) Table of Contents. Include under appropriate captions (and subcaptions) a list of the contents of the

SAI and, when useful, provide cross-references to related disclosure in the prospectus.

Item 19. General Information and History

(a) Insurance Company. Provide the date and form of organization of the Insurance Company, the name

of the state or other jurisdiction in which the Insurance Company is organized, and a description of

the general nature of the Insurance Company’s business.

Instruction. The description of the Insurance Company’s business should be short and need not list all of

the businesses in which the Insurance Company engages or identify the jurisdictions in which it does

business if a general description (e.g., “variable annuity” or “reinsurance”) is provided.

(b) Registered Separate Account. Provide the date and form of organization of the Registered Separate

Account and the Registered Separate Account’s classification pursuant to section 4 of the Investment

Company Act [15 U.S.C. 80a-4] (i.e., a separate account and a unit investment trust).

was changed during the past five years, state its former name and the approximate date on which it

was changed. If, at the request of any state, sales of contracts offered by the Registered Separate

Account have been suspended at any time, or if sales of contracts offered by the Insurance Company

have been suspended during the past five years, briefly describe the reasons for and results of the

suspension. Briefly describe the nature and results of any bankruptcy, receivership, or similar

proceeding, or any other material reorganization, readjustment, or succession of the Insurance

Company during the past five years.

(d) Ownership of Registered Separate Account Assets. If 10 percent or more of the assets of any

Variable Option are not attributable to Contracts or to accumulated deductions or reserves (e.g.,

initial capital contributed by the Insurance Company), state what percentage those assets are of the

total assets of the Registered Separate Account. If the Insurance Company, or any other person

controlling the assets, has any present intention of removing the assets from the Registered

Separate Account, so state.

(e) Control of Insurance Company. State the name of each person who controls the Insurance Company

and the nature of its business.

Instruction. If the Insurance Company is controlled by another person that, in turn, is controlled by

another person, give the name of each control person and the nature of its business.

Item 20. Non-Principal Risks of Investing in the Contract

Summarize the non-principal risks of purchasing a Contract to the extent not disclosed in the prospectus.

Item 21. Services

(a) Expenses Paid by Third Parties. Describe all fees, expenses, and costs of the Registered Separate

Account that are to be paid by persons other than the Insurance Company or the Registered Separate

Account, and identify those persons.

(b) Service Agreements. Summarize the substantive provisions of any management-related service

contract that may be of interest to a purchaser of the Contracts, under which services are provided to

the Registrant in connection with the Contracts, unless the contract is described in response to some

other item of the form. Indicate the parties to the contract, and the total dollars paid and by whom for

each of the past three years.

Instructions:

The term “management-related service contract” includes any contract with the Registrant to

keep, prepare, or file accounts, books, records, or other documents required under federal or

state law, or to provide any similar services with respect to the daily administration of the

Registered Separate Account, but does not include the following:

(a) Any agreement with the Registrant to act as custodian or agent to administer purchases and

redemptions under the Contracts, and

(b) Any contract with the Registrant for outside legal or auditing services, or contract for personal

employment entered into with the Registrant in the ordinary course of business.

In summarizing the substantive provisions of any management-related service contract, include

the following:

(a) The name of the person providing the service;

(b) The direct or indirect relationships, if any, of the person with the Registered Separate Account,

the Insurance Company, or the principal underwriter; and

for the Registrant’s last three fiscal years.

(1) Unless disclosed in response to paragraph (b) or another item of this form, identify and state the

principal business address of any person who provides significant administrative or business

affairs management services for the Registrant in connection with the Contracts (e.g., an

“Administrator,” “Sub-Administrator,” “Servicing Agent”), describe the services provided, and the

compensation paid for the services.

(2) State the name and principal business address of the Registered Separate Account’s custodian

and Registrant’s independent public accountant and describe generally the services performed by

each.

(3) If the Registered Separate Account’s assets are held by a person other than the Insurance

Company, a commercial bank, trust company, or depository registered with the Commission as

custodian, state the nature of the business of each such person.

(4) If an affiliated person of the Registered Separate Account or the Insurance Company, or an

affiliated person of such an affiliated person, acts as administrative or servicing agent for the

Registrant in connection with the Contracts, describe the services the person performs and the

basis for remuneration. State, for the past three years, the total dollars paid for the services, and

by whom.

Instruction. No disclosure need be given in response to paragraph (c)(4) of this Item for an

administrative or servicing agent who is also the Insurance Company.

(5) If the Insurance Company is the principal underwriter of the Contracts, so state.

Item 22. Purchase of Securities Being Offered

(a) Describe the manner in which Registrant’s securities are offered to the public. Include a description

of any special purchase plans and any exchange privileges not described in the prospectus.

Instruction. Address exchange privileges between Investment Options, between the Registered Separate

Account and other separate accounts, and between the Registered Separate Account and contracts

offered through the Insurance Company’s general account.

(b) Describe the method that will be used to determine the sales load on the Contracts offered by the

Registrant.

Instruction. Explain fully any difference in the price at which Contracts are offered to members of the

public, as individuals or as groups, and the prices at which the Contracts are offered for any class of

transactions or to any class of individuals, including officers, directors, members of the board of

managers, or employees of the Insurance Company, underwriter, Portfolio Company, or investment

adviser to the Portfolio Company.

transfers of Contract value among Variable Options, including the identity of the persons permitted to

engage in frequent transfers pursuant to such arrangements, and any compensation or other

consideration received by the Registered Separate Account, the Insurance Company, or any other

party pursuant to such arrangements.

Instructions:

The consideration required to be disclosed by paragraph (c) of this Item includes any agreement

to maintain assets in the Registered Separate Account or in other investment companies or

accounts managed or sponsored by the Insurance Company, any investment adviser of a Portfolio

Company, or any affiliated person of the Insurance Company or of any such investment adviser.

If the Registrant has an arrangement to permit frequent transfers of Contract value among

Variable Options by a group of individuals, such as the participants in a defined contribution plan

that meets the requirements for qualification under section 401(k) of the Internal Revenue Code

(26 U.S.C. 401(k)), the Registrant may identify the group rather than identifying each individual

group member.

(d) Contract Adjustment. Fully explain the operation of any Contract Adjustment under the Contract,

including any formulas used to calculate the adjustment.

Instruction. Include one or more numeric examples to illustrate the application of the Contract

Adjustment. The example should include a negative adjustment, reflect surrender charges, if

applicable, and disclose the percentage change in Contract value as a result of the adjustment.

Item 23. Underwriters

(a) Identification. Identify each principal underwriter (other than the Insurance Company) of the

Contracts, and state its principal business address. If the principal underwriter is affiliated with the

Registered Separate Account, the Insurance Company, or any affiliated person of the Registered

Separate Account or the Insurance Company, identify how they are affiliated (e.g., the principal

underwriter is controlled by the Insurance Company).

(b) Offering and Commissions. For each principal underwriter distributing Contracts of the Registrant,

state:

(1) whether the offering is continuous; and

(2) the aggregate dollar amount of underwriting commissions paid to, and the amount retained by,

the principal underwriter for each of the Registrant’s last three fiscal years.

in the Contracts during the Registrant’s last fiscal year, disclose the name and address of the

underwriter or dealer, the amount paid and basis for determining that amount, the circumstances

surrounding the payments, and the consideration received by the Registrant. Do not include

information about:

(1) Payments made through deduction from purchase payments made at the time of sale of the

Contracts; or

(2) Payments made from Contract values upon surrender of or withdrawal from the Contracts

Instructions.

1. Information need not be given about the service of mailing proxies or periodic reports of the

Registered Separate Account.

2. Exclude information about bona fide contracts with the Registered Separate Account or the

Insurance Company for outside legal or auditing services, or bona fide contracts for personal

employment entered into with the Registered Separate Account or the Insurance Company in

the ordinary course of business.

3. Information need not be given about any service for which total payments of less than $15,000

were made during each of the Registrant’s last three fiscal years.

4. Information need not be given about payments made under any contract to act as

administrative or servicing agent.

5. If the payments were made under an arrangement or policy applicable to dealers generally,

describe only the arrangement or policy.

Item 24. Calculation of Performance Data

(a) Money Market Funded Sub-Accounts. Yield quotation(s) included in the prospectus for an account or

sub-account of a Registered Separate Account that holds itself out as a “money market” account or

sub-account should be calculated according to paragraphs (a)(1) - (2).

(1) Yield Quotation. Based on the 7 days ended on the date of the most recent balance sheet of the

Registered Separate Account included in the registration statement, calculate the yield by

determining the net change, exclusive of capital changes and income other than investment

income, in the value of a hypothetical pre-existing account having a balance of one accumulation

unit of the account or sub-account at the beginning of the period, subtracting a hypothetical

charge reflecting deductions from Contracts, and dividing the difference by the value of the

account at the beginning of the base period to obtain the base period return, and then multiplying

the base period return by (365/7) with the resulting yield figure carried to at least the nearest

hundredth of one percent.

(2) Effective Yield Quotation. Based on the 7 days ended on the date of the most recent balance

sheet of the Registered Separate Account included in the registration statement, calculate the

effective yield, carried to at least the nearest hundredth of one percent, by determining the net

change, exclusive of capital changes and income other than investment income, in the value of a

hypothetical pre-existing account having a balance of one accumulation unit of the account or

sub-account at the beginning of the period, subtracting a hypothetical charge reflecting

deductions from Contracts, and dividing the difference by the value of the account at the

beginning of the base period to obtain the base period return, and then compounding the base

period return by adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting

1 from the result, according to the following formula:

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

Instructions:

When calculating the yield or effective yield quotations, the calculation of net change in account

value must include all deductions that are charged to all Contracts in proportion to the length of

the base period. For any account fees that vary with the size of the account, assume an account

size equal to the sub-account’s mean (or median) account size.

Deductions from purchase payments and sales loads assessed at the time of redemption or

annuitization should not be reflected in the computation of yield and effective yield. However, the

amount or specific rate of such deductions must be disclosed.

Exclude realized gains and losses from the sale of securities and unrealized appreciation and

depreciation from the calculation of yield and effective yield. Exclude income other than

investment income.

If applicable, disclose that the performance information may not reflect all Contract charges

(contracts may impose certain charges that are not reflected in the performance of the subaccount, but reduce the value of an investment in the sub-account, such as optional benefit

charges). Performance would be lower if these charges were included.

(b) Other Sub-Accounts. Performance information included in the prospectus for the Registered

Separate Account should be calculated according to paragraphs (b)(i) – (iii).

(1) Average Annual Total Return Quotation. For the 1-, 5-, and 10-year periods ended on the date of

the most recent balance sheet of the Registered Separate Account included in the registration

statement, calculate the average annual total return by finding the average annual compounded

rates of return over the 1-, 5-, and 10-year periods that would equate the initial amount invested

to the ending redeemable value, according to the following formula:

P(1+T)n = ERV

Where:

a hypothetical initial purchase payment of $1,000

average annual total return

number of years

ERV =

ending redeemable value of a hypothetical $1,000 purchase payment made

at the beginning of the 1-, 5-, or 10-year periods at the end of the 1-, 5-, or 10year periods (or fractional portion).

Instructions:

Assume the maximum sales load (or other charges deducted from purchase payments) is

deducted from the initial $1,000 purchase payment.

Include all recurring fees that are charged to all Contracts. For any account fees that vary with

the size of the account, assume an account size equal to the sub-account’s mean (or median)

account size. If recurring fees charged to Contracts are paid other than by redemption of

accumulation units, they should be appropriately reflected.

Determine the ending redeemable value by assuming a complete redemption at the end of

the 1-, 5-, or 10- year periods and the deduction of all nonrecurring charges deducted at the

end of each period.

If the Registered Separate Account’s registration statement has been in effect less than one,

five, or ten years, the time period during which the registration statement has been in effect

should be substituted for the period stated.

Carry the total return quotation to the nearest hundredth of one percent.

Total return information in the prospectus need only be current to the end of the Registered

Separate Account’s most recent fiscal year.

If applicable, disclose that the performance information may not reflect all Contract charges

and provide one or more examples of such charges (contracts may impose certain charges

that are not reflected in the performance of the sub-account, but reduce the value of an

investment in the sub-account, such as optional benefit charges). State that performance

would be lower if these charges were included.

(2) Yield Quotation. Based on a 30-day (or one month) period ended on the date of the most recent

balance sheet of the Registered Separate Account included in the registration statement,

calculate yield by dividing the net investment income per accumulation unit earned during the

period by the maximum offering price per unit on the last day of the period, according to the

following formula:

𝑎𝑎−𝑏𝑏

YIELD = 2[( 𝑐𝑐𝑐𝑐 + 1)6 – 1]

Where:

a = net investment income earned during the period by the Portfolio Company attributable

to shares owned by the sub-account

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of accumulation units outstanding during the period

d = the maximum offering price per accumulation unit on the last day of the period.

Instructions:

Include among the expenses accrued for the period all recurring fees that are charged to all

Contracts. For any account fees that vary with the size of the account, assume an account size

equal to the sub-account’s mean (or median) account size.

If a broker-dealer or an affiliate (as defined in paragraph (b) of rule 1-02 of Regulation S-X [17

CFR 210.1-02(b)]) of the broker-dealer has, in connection with directing the Portfolio

Company’s brokerage transactions to the broker-dealer, provided, agreed to provide, paid for,

or agreed to pay for, in whole or in part, services provided to the Portfolio Company (other than

brokerage and research services as these terms are defined in section 28(e) of the Securities

Exchange Act [15 U.S.C. 78bb(e)]), add to expenses accrued for the period an estimate of

additional amounts that would have been accrued for the period if the Portfolio Company had

paid for the services directly in an arms-length transaction.

Net investment income must be calculated by the Portfolio Company as prescribed by Item

26(b)(4) of Form N-1A.

NOTE: (a-b) = net investment income in the Item 26(b)(4) equation.

Disclose the amount or specific rate of any nonrecurring account or sales charges.

If applicable, disclose that the performance information may not reflect all Contract charges

(contracts may impose certain charges that are not reflected in the performance of the subaccount, but reduce the value of an investment in the sub-account, such as optional benefit

charges). State that performance would be lower if these charges were included.

(3) Non-Standardized Performance Quotation. A Registered Separate Account may calculate

performance using any other historical measure of performance (not subject to any prescribed

method of computation) if the measurement reflects all elements of return.

Item 25. Annuity Payments

Describe the method for determining the amount of annuity payments if not described in the prospectus.

In addition, describe how any change in the amount of a payment after the first payment is determined.

Item 26. Financial Statements

(a) Registered Separate Account. Provide financial statements of the Registered Separate Account.

Instructions. Include, in a separate section, the financial statements and schedules required by

Regulation S-X [17 CFR 210]. Financial statements of the Registered Separate Account may be limited

to:

(i) An audited balance sheet or statement of assets and liabilities as of the end of the most recent

fiscal year;

(ii) An audited statement of operations of the most recent fiscal year conforming to the

requirements of rule 6-07 of Regulation S-X [17 CFR 210.6-07];

(iii) An audited statement of cash flows for the most recent fiscal year if necessary to comply with

generally accepted accounting principles;

(iv) Audited statements of changes in net assets conforming to the requirements of rule 6-09 of

Regulation S-X [17 CFR 210.6-09] for the two most recent fiscal years; and

(v) When the anticipated effective date of a registration statement falls within 90 days subsequent

to the end of the fiscal year of the Registered Separate Account, the registration statement

need not include financial statements of the Registered Separate Account more current than

as of the end of the third fiscal quarter of the most recently completed fiscal year of the

Registered Separate Account unless the audited financial statements for such fiscal year are

available. The exception contained in this Instruction does not apply when the financial

statements of the Registered Separate Account have never been included in an effective

registration statement for annuity contracts or life insurance contracts under the Securities Act.

(b) Insurance Company. Provide financial statements of the Insurance Company.

Instructions:

1. Include, in a separate section, the financial statements and schedules of the Insurance

Company required by Regulation S-X. If the Insurance Company would not have to prepare

financial statements in accordance with generally accepted accounting principles except for

use in this registration statement or other registration statements filed on Forms N-3, N-4, or

N-6, its financial statements may be prepared in accordance with statutory requirements. The

Insurance Company’s financial statements must be prepared in accordance with generally

accepted accounting principles if the Insurance Company prepares financial information in

accordance with generally accepted accounting principles for use by the Insurance Company’s

parent, as defined in rule 1-02(p) of Regulation S-X [17 CFR 210.1-02(p)], in any report under

sections 13(a) and 15(d) of the Securities Exchange Act [15 U.S.C. 78m(a) and 78o(d)] or any

registration statement filed under the Securities Act.

2. All statements and schedules of the Insurance Company required by Regulation S-X, except for

the consolidated balance sheets described in rule 3-01 of Regulation S-X [17 CFR 210.3-01],

and any notes to these statements or schedules, may be omitted from Part B and instead

included in Part C of the registration statement. If any of this information is omitted from Part B

and included in Part C, the consolidated balance sheets included in Part B should be

accompanied by a statement that additional fina

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