# Estimated average burden

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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A4562d69ab8e2069a

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

OMB APPROVAL
OMB Number:
3235-0318
Sept. 30, 2027
Expires:
Estimated average burden
hours per response............. 295

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.
iv

“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
v

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
vi

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.
(c) Part C. Part C includes other information required in a Registrant’s registration statement.
3. Additional Matters
(a)

Organization of Information. Organize the information in the prospectus and SAI to make it
easy for investors to understand. Notwithstanding rule 421(a) under the Securities Act [17
CFR 230.421(a)] regarding the order of information required in a prospectus, disclose the
information required by Item 2 (Overview of the Contract), Item 3 (Key Information), and
Item 4 (Fee Table) in numerical order at the front of the prospectus. Do not precede Items 2,
3, and 4 with any other Item except the Cover Page (Item 1), a glossary, if any (General
Instruction C.3.(d)), or a table of contents meeting the requirements of rule 481(c) under the
Securities Act [17 CFR 230.481(c)].

(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.
ix

(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.
2.

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.

x

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)].
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).
2

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
3

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.
(c) Contract Features. Summarize the Contract’s primary features, including death benefits, withdrawal
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?
4

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.
(c) All disclosures provided in response to this Item should be short and succinct, consistent with
the limitations of a tabular presentation.
(d) All disclosures provided in this tabular presentation also must be presented in a question and
5

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.).
(c) Are There Ongoing Fees and Expenses?
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.”

6

(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
[ ]%

[ ]%
[ ]%

[ ]%
[ ]%

(C) Explain, in a parenthetical or footnote to the table or each caption, the basis for each
percentage (e.g., % of separate account value or benefit base, or % of net asset value).
(D) 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.

7

(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

(C) Calculate the Lowest and Highest Annual Cost estimates in the following manner:
a. Calculate the dollar amount of fees that would be assessed based on the
assumptions described in the table above for each of the first 10 Contract years.
b. Total each year’s fees (discounted to the present value using a 5% annual discount
rate) and divide by 10 to calculate the estimated dollar amounts that are required
to be set forth in the table above.
c. Sales loads, other than ongoing sales charges, 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
8

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.
(c) What Are the Risks Associated with the Investment Options? State that an investment in the
Contract is subject to the risk of poor investment performance and can vary depending on the
performance of the Investment Options available under the Contract (e.g., Portfolio
Companies, 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
9

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
(C) If applicable, 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. 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
10

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.
11

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
12

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
13

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.
14

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;
(c) Assume the maximum sales load that may be deducted from purchase payments is deducted;
(d) For any breakpoint in any fee, assume that the amount of 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
15

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.
(c) Index-Linked Option Risk. In addition to the potential loss from negative Index performance,
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
16

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.
(c) Variable Options. Briefly describe the Variable Options currently offered under the Contract, including
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
17

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.
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(C) Describe the factors the Insurance Company considers in determining the current limit
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.

(C) Describe the factors the Insurance Company considers in determining the current limit
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.
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(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.
1.

Include only one legend if bar charts for multiple Indexes are presented.

2.

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
20

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.
(C) Provide a numerical example to illustrate the mechanics of each type of Index crediting
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.
21

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.
22

(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
23

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.
(c) Portfolio Company Charges. State that charges are deducted from and expenses paid out of the
assets of the Portfolio Companies that are described in the prospectuses for those companies.
(d) Operating Expenses. Describe 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.
1.

State the maximum potential loss, as a percentage, that could result from a negative Contract
Adjustment.

2.

Define the period during which the Contract Adjustment applies.

3.

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.

4.

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
24

SAI for more information about the Contract Adjustment, including examples illustrating the
operation of the adjustment.
5.

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.

6.

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.

7.

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).

8.

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.
(c) General Account. Describe the obligations under the Contract that are funded by the Insurance
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
25

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
26

intermediaries, such as investment advisers, broker-dealers, transfer agents, and third party
administrators. Describe with specificity the circumstances under which any restriction will
not be imposed. Include a description of the following restrictions, if applicable:
(A) any restrictions on the volume or number of transfers that may be made within a given
time period;
(B) any transfer fee;
(C) any costs or administrative or other fees or charges that are imposed on persons deemed
to be engaged in frequent transfers of Contract value among 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);
(c) Frequency and duration of annuity payments, and the effect of these on the level of payment;
(d) The effect of assumed investment return;
(e) Any minimum amount necessary for an annuity option and the consequences of an insufficient
amount; and
(f) Rights, if any, to change annuity options or to effect a transfer of investment base after the annuity
commencement date.
Instructions:
1.

Describe the choices, if any, available to a prospective annuitant, and the effect of not specifying
a choice. Where an annuitant is given a choice in assumed investment return, explain the effect
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of choosing a higher, as opposed to a lower, assumed investment return.
2.

Detailed disclosure on the method of calculating annuity payments should be placed in the SAI in
response to Item 25.

(g) If applicable, state that the 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.
(c) The Registrant should include appropriate titles, headings, or any other information to
promote clarity and facilitate understanding of the table(s) presented in response to
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).
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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.
(c) Briefly describe any limitations, restrictions and risks associated with any benefit offered under the
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
29

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.
(c) 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 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.
(c) Effect of Surrender and Withdrawal. Indicate generally whether and under what circumstances
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.
30

(b) Limitations. Describe any limits on availability of loans (e.g., a prohibition on loans during the first
Contract year).
(c) Interest. Describe how interest accrues on the loan, when it is payable, and how interest is treated if
not paid. Explain how interest 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

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A4562d69ab8e2069a. Public record. Not legal advice.