Free Form N-4 - Federal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-4
REGISTRATIONSTATEMENTUNDERTHESECURITIESACTOF933 Pre-EffectiveAmendmentNo._______ Post-EffectiveAmendmentNo._______ and/or REGISTRATIONSTATEMENTUNDERTHEINVESTMENTCOMPANYACTOF940 AmendmentNo.____

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(Checkappropriateboxorboxes.) _______________________________________________________________________________________________________________ (ExactNameofRegistrant) _______________________________________________________________________________________________________________ (NameofDepositor) _______________________________________________________________________________________________________________ (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor'sTelephoneNumber,includingAreaCode____________________________________________________________________ _______________________________________________________________________________________________________________ (NameandAddressofAgentforService) ApproximateDateofProposedPublicOffering_______________________________________________________________________ It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) on(date)pursuanttoparagraph(b) 60 days after filing pursuant to paragraph (a)(1) on(date)pursuanttoparagraph(a)(). If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendment. TitleofSecuritiesBeingRegistered

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 (7-09)



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 the Proposed Public Offering" and "Title of Securities Being Registered" only where securities are being registeredundertheSecuritiesActof933.

GENERAL INSTRUCTIONS
A. Rule as to Use of Form N-4 Form N-4 shall be used by all separate accounts offering variable annuity contracts which are registered under the Investment Company Act of 1940 ("1940 Act") as unit investment trusts for: (1) an initial registration statement required by Section 8(b) of the 1940 Act [15 U.S.C. 80a-8(b)] and any amendments thereto; (2) a registration statement required under the Securities Act of 1933 ("1933 Act") and any amendments thereto; or (3) any combination of these 1940 Act and 1933 Act filings. Form N-4 shall also be used to file a registration statement under the 1933 Act and any amendments thereto for variable annuity contracts funded by separate accounts which would be required to be registered under the 1940 Act as unit investment trusts except for the exclusion provided by Section 3(c)(11) of the 1940 Act [15 U.S.C. 80a-3(c)(11)]. B. Registration Fees Registration fees should not be paid when filing this form. See section 24(f) of the Investment Company Act and rule 24f-2 thereunder. C. Number of Copies Filings of registration statements on Form N-4 shall contain the number of copies specified in Securities Act Rule 402 [17 CFR 230.402], exceptthatsevenadditionalcopiesoftheregistrationstatementshallbefurnishedtotheCommission,insteadofthetenadditionalcopies required by Rule 402(b). Filings of amendments on Form N-4 shall contain the number of copies specified in Securities Act Rule 472 [17 CFR 230.472], except that there shall be filed with the Commission three additional copies of such amendment, two of which shall be marked to indicate clearly andprecisely,byunderliningorinsomeotherappropriatemanner,thechangesmadeintheregistrationstatementbytheamendment,instead of the eight additional copies with at least five marked as required by Rule 472(a) [17 CFR 230.472(a)]. D. Special Terms The following terms, when used in Form N-4, shall mean: Registrant. The term "Registrant" means the separate account (as defined in Section 2(a)(37) of the 1940 Act [15 U.S.C. 80a-2(a)(37)] which offers the variable annuity contracts. Depositor. The term "depositor" means the person primarily responsible for the organization of the Registrant and the person who has continuing functions or responsibilities with respect to the administration of the affairs of the Registrant other than the trustee or custodian. Thetermincludesthesponsoringinsurancecompanythatestablishesandmaintainstheseparateaccount.Ifthereismorethanonesuchperson theinformationcalledforinthisFormaboutthedepositorshallbeprovidedforeachsuchperson. VariableAnnuity Contract.The term "variable annuity contract" means any accumulation contract or annuity contract, any portion thereof, or any unit of interest or participation therein pursuant to which the value of the contract, either during an accumulation period or after annuitization, or both, varies according to the investment experience of the separate account in which the contract participates. Unless the context otherwise requires, the term refers to the variable annuity contracts being offered pursuant to the Registration Statement prepared onthisForm. ContractownerAccount. The term "contractowner account" means any account of a contractowner, participant, annuitant, or beneficiary to which (net) purchase payments under a variable annuity contract are added and from which administrative or transaction charges may be subtracted. PortfolioCompany. The term "portfolio company" means any company in which the Registrant invests.



E. Applications of General Rules and Regulations If the registration statement is being filed under both the 1933 and 1940 Acts or under only the 1933 Act, the General Rules and Regulations under the 1933 Act, particularly Regulation C [17 CFR 230.400-497], shall apply, and compliance with them will be deemed to meet the rules for 1940 Act Registration Statements. However, if the registration statement is being filed only under the 1940 Act, the General Rules and Regulations under that Act, particularly Regulation 8(b) [17 CFR 270.8b-l to 8b-32], shall apply, except as noted in General Instruction F below. F. Amendments

Where Form N-4 has been used to file a registration statement under both the 1933 and 1940 Acts, any amendment of that registration statement shall be deemed to be filed under both Acts unless otherwise indicated on the facing sheet. G. Incorporation by Reference A Registrant may, at its discretion, incorporate all or part of the Statement of Additional Information into the prospectus, without physically delivering the Statement of Additional Information to investors with the prospectus. But the Statement of Additional Information must be available to the investor upon request at no charge and any information or documents incorporated by reference into the Statement of Additional Information must be provided along with the Statement of Additional Information. Rule 411 under the 1933 Act [17 CFR 230.411], and rules 0-4, 8b-23, 8b-24, and 8b-32 under the 1940 Act [17 CFR 270.0-4, 270.8b-23, 270.8b-24, and 270.8b-32] contain guidance on incorporating information or documents by reference into a registration statement filed on Form N-4. 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. The rules on incorporation by reference under both the 933Act and the 940Act are subject to the limitations of Rule 4 of the Commission's Rules of Practice [17 CFR 201.24]. Since Rule 24 may be amended from time to time, Registrants are advised to review the rulepriortoincorporatingbyreferenceanydocumentasanexhibittoaregistrationstatement. H. Documents Comprising the Registration Statement or Amendment 1. A registration statement or an amendment to it filed under both the 1933 and 1940 Acts, except for an amendment described in paragraph 5 below, shall consist of the facing sheet of the Form, the cross-reference sheet required by Rule 495(a) under the 1933 Act [17 CFR 230.495(a)], Part A, Part B, Part C, required signatures, all other documents filed as a part of the registration statement, and documents or information permitted to be incorporated by reference, whether or not required to be filed. A registration statement or an amendment to it which is filed under only the 1933 Act shall contain all the information and documents specified in paragraph 1 of this Instruction H. A registration statement or an amendment to it which is filed under only the 1940 Act shall consist of the facing sheet of the Form, a cross-reference sheet, responses to all items of Part A and B except Items 1, 2, 8, and 9, responses to all items of Part C except Items 21(b)(3), (9), (10), and (11), required signatures, and all other documents filed as part of the registration statement. An amendment permitted by paragraph (d)(2) of Rule 485 under the 1933 Act [17 CFR 230.485], which is filed under paragraph (b) of that rule to change the disclosure in an amendment filed under paragraph (a), shall consist of the facing sheet of the Form, across-referencesheet,responsestoanyitemsofPartA,PartB,orPartCthatareamendedorsupplementedbytheamendment, required signatures, and all other documents filed as part of the registration statement.

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I.

SEC's Collection of Information

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently validcontrolnumber.FilingofthisFormismandatory.Theprincipalpurposeofthiscollectionofinformationistoenableissuerstoregister Variable Annuity Contracts with the Commission. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate of this Form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. § 3507. The responses to the collection of information will not be kept confidential.

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J.

Preparation of the Registration Statement or Amendment

The instructions for Form N-4 are in three parts. Part A relates to the prospectus required by Section 10(a) of the 1933 Act; Part B relates to the Statement of Additional Information that must be provided upon request to recipients of the prospectus; Part C relates to other information that is required to be in the registration statement. PartA:TheProspectus The purpose of the prospectus is to provide essential information about the Registrant in a way that will help investors decide whether to purchasethesecuritiesbeingoffered.Theprospectusshouldbeclear,concise,andunderstandable.Avoidtheuseoftechnicalorlegalterms, complexlanguage,orexcessivedetail. ResponsestotheitemsofPartAshouldbeassimpleanddirectaspossibleandincludeonlyinformationneededtounderstandthe fundamental characteristics of the Registrant. Descriptions of practices that are required by law generally should not include detailed discussions of the law itself. PartB:StatementsofAdditionalInformation The items in Part B call for additional information about Registrant which is not required in the prospectus, but which may be of interest tosomeinvestors.Inaddition,PartBgivesRegistrantsanopportunitytoprovideinformationaboutmattersthattheybelievemayinterest investors. Registrants should not repeat in Part B information that is in the prospectus, except where necessary to make Part B understandable. GeneralInstructionsforPartsAandB . The information in the prospectus and Statement ofAdditional Information should be organized to make it easy to understand the organization and operation of the Registrant and the variable annuity contracts. The information need not be in any particular order, with the exceptionthatItems,,3,and4(a)mustbeinnumericalorderintheprospectusandmaynotbeprecededorseparatedbyanyotheritem. . TheprospectusortheStatementofAdditionalInformationmaycontainmoreinformationthancalledforbythisForm,providedthatthe information is not incomplete, inaccurate, or misleading and does not, because of its nature, quantity, or manner of presentation, obscure or impede understanding of required information. Specifically, Registrants are free to include in the prospectus financial statements required to be in the Statement of Additional Information, and may include in the Statement of Additional Information financial statements that may be placedinPartC. 3. The statutory provisions relating to the dating of the prospectus apply equally to the dating of the Statement of Additional Information for purposes of Rule 423 under the 1933 Act [17 CFR 230.423]. Furthermore, the Statement of Additional Information should be made available at the same time that the prospectus becomes available for purposes of Rules 430 and 460 under the 1933 Act [17 CFR 230.430, 230.460]. 4. Instructions for charts, graphs, tables, and sales literature: (a) A Registration Statement on this Form may include any chart, graph, or table that is not misleading; however, with the exception of the fee table and the table of contents (required by Rule 481(c) [17 CFR 230.481(c)] under the 1933 Act), no chart, graph, or table should precede the condensed financial information specified in Item 4(a). (b) If "sales literature" is included in the prospectus, (1) the literature should not significantly lengthen the prospectus, and it should not obscureessentialdisclosureand()membersoftheNationalAssociationofSecuritiesDealers,Inc.(NASD)arenotrelievedofthe filing and other requirements of the NASD for investment company sales literature (See Securities Act Release No. 5359, January 26, 1973 [38 FR 7220 (March 19, 1973)]).

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PART A INFORMATION REQUIRED IN PROSPECTUS Item 1. Cover Page (a) The outside cover page must contain the following information: (i) (ii) the Registrant's name; the depositor's name;

(iii) the types of variable annuity contracts offered by the prospectus (e.g., group, individual, single premium immediate, flexible premium deferred); (iv) any limitations on the class or classes of purchasers to whom the contract is being offered, in general terms; (v) a statement or statements that: (A) the prospectus sets forth the information about the Registrant that a prospective investor ought to know before investing; (B) the prospectus should be kept for future reference; (C) additional information about the Registrant has been filed with the Commission and is available upon written or oral request without charge (This statement should explain how to obtain the Statement of Additional Information, whether any of it has been incorporated by reference into the prospectus, and where the table of contents of the Statement of Additional Information appears in the prospectus. If the Registrant intends to disseminate its prospectus electronically and is an electronic filer, also include the information that the Commission maintains a web site (http://www.sec.gov) that contains the Statement of Additional Information, material incorporated by reference, and other information regarding registrants that file electronically with the Commission.);

(vi) the date of the prospectus, and the date of the Statement of Additional Information; (vii) the statement required by Rule 481(b)(1) under the 1933 Act [17 CFR 230.481(b)(1)]; (viii) the names of the portfolio companies; (ix) such other information as is required by rules of the Commission or of any other governmental authority having jurisdiction overtheRegistrantfortheissuanceofitssecurities. (b) The cover page may include other information, if it does not, by its nature, quantity, or manner of presentation, impede understanding of required information. Item 2. Definitions Define the special terms used in the prospectus (e.g., accumulation unit, contractowner, participant, sub-account, etc.) in a glossary. In lieu of a glossary, Registrants may use an index of special terms that refers to the page on which each special term is defined. Instruction: Only special terms used throughout the prospectus must be defined or listed. If a special term, e.g., "net investment factor," is used in only one section of the prospectus, it may be defined there. However, all special terms used in the prospectus must be defined. Item 3. Synopsis (a) Include the following information, in plain English under rule 421(d) under the Securities Act [17 CFR 430.421(d)]: The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer cash value between investment options. State premium taxes may also be deducted. ContractownerTransactionExpenses SalesLoadImposedonPurchases(asapercentageofpurchasepayments) DeferredSalesLoad(asapercentageofpurchasepaymentsoramountsurrendered,asapplicable) SurrenderFees(asapercentageofamountsurrendered,ifapplicable) ExchangeFee ______% ______% ______% ______%

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The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including [portfolio company] fees and expenses. [Annual]ContractFee SeparateAccountAnnualExpenses (asapercentageofaverageaccountvalue) MortalityandExpenseRiskFees AccountFeesandExpenses TotalSeparateAccountAnnualExpenses ______ ______% ______% ______%

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. More detail concerning each [portfolio company's] fees and expenses is contained in the prospectus for each [portfolio company]. TotalAnnual[PortfolioCompany]OperatingExpenses (expenses that are deducted from [portfolio company] assets,includingmanagementfees,distribution [and/or service] (12b-1) fees, and other expenses) Example This Example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and [portfolio company] fees and expenses. The Example assumes that you invest $10,000 in the contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the [portfolio companies]. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: (1) If you surrender your contract at the end of the applicable time period: 1 year $_______ 3 years $_______ 5 years $_______ 10 years $_______ Minimum _______% -- Maximum ________%

(2) If you annuitize at the end of the applicable time period: 1 year 3 years 5 years $_______ $_______ $_______ (3) If you do not surrender your contract: 1 year 3 years $_______ $_______ Instructions:



10 years $_______



5 years $_______ GeneralInstructions



10 years $_______

. Includethenarrativeexplanationsintheorderindicated.ARegistrantmaymodifyanarrativeexplanationiftheexplanationcontains comparable information to that shown. 2. Assume that the annuity contract is owned during the accumulation period for purposes of the table (including the Example). If an annuitant would pay different fees or be subject to different expenses, disclose this in the brief narrative and provide a cross-reference to those portions oftheprospectusdescribingthesefees. 3. ARegistrantmayomitcaptionsiftheRegistrantdoesnotchargethefeesorexpensescoveredbythecaptions.ARegistrantmaymodify or add captions if the captions shown do not provide an accurate description of the Registrant's fees and expenses. 4. Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one percent.

5. In the Contractowner Transaction Expenses, [Annual] Contract Fee, and Separate Account Annual Expenses tables, the Registrant must disclose the maximum guaranteed charge, unless a specific instruction directs otherwise. The Registrant may disclose the current charge, in addition to the maximum charge, if the disclosure of the current charge is no more prominent than, and does not obscure or impede understandingof,thedisclosureofthemaximumcharge.Inaddition,theRegistrantmayincludeinafootnotetothetableatabular,narrative, orotherpresentationprovidingfurtherdetailregardingvariationsinthecharge.Forexample,ifdeferredsaleschargesdeclineovertime,the Registrantmayincludeinafootnoteapresentationregardingthescheduledreductionsinthedeferredsalescharges. 6. Provide a separate fee table (or separate column within the table) for each contract form offered by the prospectus that has different fees.IfaRegistrantusesoneprospectustoofferacontractinboththegroupandindividualvariableannuitycontractmarkets,theRegistrant may a) add narrative disclosure following the fee table identifying markets where certain fees are either inapplicable or waived or lower fees charged to contractowners in group markets, or b) provide a separate fee table for group and individual contracts. [Annual]ContractFee 7. "[Annual] Contract Fee" includes any contract, account, or similar fee imposed on all contractowner accounts on any recurring basis. ContractownerTransactionExpenses 8. "Sales Load Imposed on Purchase Payments" 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. "DeferredSalesLoad"includesthemaximumcontingentdeferredsalesload,expressedasapercentageoftheoriginalpurchaseprice or amount surrendered, and may include a tabular presentation, within the larger table, of the range of contingent deferred sales loads over time. 0. "SurrenderFee"includesanyfeechargedforanysurrenderorpartialsurrender,butdoesnotincludeanysalesloadchargeduponsurrender orpartialsurrender. . "ExchangeFee"includesthemaximumfeechargedforanyexchangeortransferofaccountvaluefromtheRegistranttoanotherinvestment companyorfromonesub-accountoftheRegistranttoanothersub-accountortheinsurancecompany'sgeneralaccount.TheRegistrantmay include a tabular presentation of the range of exchange fees unless such a presentation would be so lengthy as to encumber the larger table, in which case the Registrant should only provide a cross-reference to the narrative portion of the prospectus discussing the exchange fee. 12. If the Registrant (or any other party pursuant to an agreement with the Registrant) charges any other transaction fee, add another caption describing it and list the (maximum) amount or basis on which the fee is deducted. SeparateAccountAnnualExpenses 13. "Mortality and Expense Risk Fees" may be listed separately on two lines in the table. 4. "AccountFeesandExpenses"includeallfeesandexpenses(exceptsalesloadsandmortalityandexpenseriskfees)thatarededucted from separate account assets or charged to all contractowner accounts. The Registrant may subdivide the caption into no more than three subcategoriesoftheRegistrant'schoosing,butmustalsoincludeatotalofall"OtherAccountFees." PortfolioCompanyAnnualExpenses 15. If the Registrant (or any other party pursuant to an agreement with the Registrant) imposes any other recurring charge other than annual portfolio company total operating expenses, add another caption describing it and list the (maximum) amount or basis on which the charge isdeducted. TotalAnnual[PortfolioCompany]OperatingExpenses . "Management Fees" include investment advisory fees (including any component thereof based on the performance of the portfolio company), any other management fees payable by the portfolio company to the investment advisor or its affiliates, and administrative fees payable to the investment adviser or its affiliates not included as "Other Expenses." 17. (a) If a Registrant has multiple sub-accounts, it should disclose the minimum and maximum "Total Annual [Portfolio Company] Operating Expenses" for any portfolio company. "Total Annual [Portfolio Company] Operating Expenses" include all expenses that are deducted from a portfolio company's assets. The amount of expenses deducted from a portfolio company's assets are the amounts shown as expenses in the portfolio company's statement of operations (including increases resulting from complying with paragraph 2(g) of rule 6-07 of Regulation 7

S-X [17 CFR 210.6-07]). If any Portfolio Company invests in shares of one or more Acquired Funds, "Total Annual [Portfolio Company] OperatingExpenses"forthePortfolioCompanymustalsoincludefeesandexpensesincurredindirectlybythePortfolioCompanyasaresult of investment in shares of one or more Acquired Funds, calculated in accordance with Instruction 3(f) to Item 3 of Form N-1A (17 CFR 239.15A; 17 CFR 274.11A). For purposes of this paragraph, an Acquired Fund means any company in which the Portfolio Company invests that (i) is an investment company or (ii) would be an investment company under section 3(a) of the 1940 Act (15 U.S.C. 80a-3(a)) but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (15 U.S.C. 80a3(c)(1) and 80a3(c)(7)). (b) "Total Annual [Portfolio Company] Operating Expenses" do not include extraordinary expenses as determined under generally acceptedaccountingprinciples(see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred by any portfolio company that would, if included, materially affect the minimum or maximum amounts shown in the table, disclose in a footnote to the table what the minimum and maximum "Total Annual [Portfolio Company] Operating Expenses" would have been had the extraordinary expenses beenincluded. 18. (a) Base the percentages of "Total Annual [Portfolio Company] Operating Expenses" on amounts incurred during the most recent fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee waiver arrangements. If a portfolio company has a fiscal year different from that of the Registrant, base the expenses on those incurred during either the period that corresponds to the fiscal year of the Registrant, or the most recently completed fiscal year of the portfolio company. If the Registrant or a portfolio company has changed its fiscal year and, as a result, the most recent fiscal year is less than three months, use the fiscal year prior to the most recent fiscal year as the basis for determining "Total Annual [Portfolio Company] Operating Expenses." (b) If there have been any changes in "Total Annual [Portfolio Company] Operating Expenses" that would materially affect the information disclosed in the table: (i) (ii) Restate the expense information using the current fees as if they had been in effect during the previous fiscal year; and In a footnote to the table, disclose that the expense information in the table has been restated to reflect current fees.

(c) A change in "Total Annual [Portfolio Company] Operating Expenses" means either an increase or a decrease in expenses that occurred during the most recent fiscal year or that is expected to occur during the current fiscal year. A change in "Total Annual [Portfolio Company] OperatingExpenses"doesnotincludeadecreaseinoperatingexpensesasapercentageofassetsduetoeconomiesofscaleorbreakpointsin afeearrangementresultingfromanincreaseinaportfoliocompany'sassets. 19. A Registrant may reflect minimum and maximum actual total [portfolio company] operating expenses that include expense reimbursement or fee waiver arrangements in a footnote to the table. If the Registrant provides this disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is expected to continue, or whether it can be terminated at any time at the option of a portfolio company. 20. A Registrant may include additional tables showing annual operating expenses separately for each portfolio company immediately following the required table of "Total Annual [Portfolio Company] Operating Expenses." The additional tables should be prepared in the format, and in accordance with the Instructions, prescribed in Item 3 of Form N-1A [17 CFR 239.15A; 17 CFR 274.11A] for disclosing "Annual Fund OperatingExpenses." Example

21. For purposes of the Example in the table: (a) Assume that the percentage amounts listed under "Separate Account Annual Expenses" remain the same in each year of the 1-, 3-, 5-, and 10-year periods, except that an adjustment may be made to reflect reduced annual expenses resulting from completion of the amortization of initial organization expenses; (b) Assume deduction of the maximum percentage amount of expenses shown under "Total Annual [Portfolio Company] Operating Expenses," and that this amount remains the same in each year of the 1-, 3-, 5-, and 10-year periods, exceptthatanadjustmentmaybemade to reflect reduced annual expenses resulting from completion of the amortization of initial organization expenses. An additional example that assumes deduction of the minimum percentage amount of expenses shown under "Total Annual [Portfolio Company] Operating Expenses" may also be provided, immediately following the required expense example based on maximum portfolio company expenses. In lieu of providing the required example based on maximum portfolio company expenses, a Registrant may include separate expense examples based on the expenses of each portfolio company; (c) Assume the maximum sales load that may be deducted from purchase payments is deducted; 8

(d) Foranybreakpointinanyfee,assumethattheamountoftheRegistrant's(andtheportfoliocompany's)assetsremainsconstantas of the level at the end of the most recently completed fiscal year; (e) Assume no exchanges or other transactions; (f) Reflect any [annual] contract fee by dividing the total amount of [annual] contract fees collected during the year that are attributable tothecontractofferedbytheprospectusbythetotalaveragenetassetsthatareattributabletothecontractofferedbytheprospectus.Addthe resulting percentage to "Separate Account Annual Expenses," and assume that it remains the same in each year of the 1-, 3-, 5-, and 10-year periods; (g) Reflect any contingent deferred sales load by assuming a complete surrender on the last day of the year; (h) Provide the information required in the third section of the Example only if a sales load or other fee is charged upon a complete surrender; and (i) IncludeintheExampletheinformationprovidedbythecaption"Ifyouannuitizeattheendoftheapplicabletimeperiod"onlyif theRegistrantchargesfeesuponannuitizationthataredifferentfromthosechargeduponsurrender. . NewRegistrants. For purposes of this Item, a "New Registrant" is a Registrant that does not include in Form N-4 financial statements reporting operating results or that includes financial statements for the Registrant's initial fiscal year reporting operating results for a period of 6 months or less. The following Instructions apply to New Registrants: (a) Base the percentages in "Total Annual [Portfolio Company] Operating Expenses" on payments that will be made, but include in expenses amounts that will be incurred without reduction for expense reimbursement or fee waiver arrangements, estimating amounts of expenses that are not established pursuant to contract. Disclose in a footnote to the table that "Total Annual [Portfolio Company] Operating Expenses" are based, in part, on estimated amounts for the current fiscal year. (b) A New Registrant may reflect in a footnote to the table expense reimbursement or fee waiver arrangements that are expected to reduce the minimum and/or maximum total [portfolio company] operating expenses shown in the table. If the New Registrant provides this disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is expected to continue, or whether it canbeterminatedatanytimeattheoptionofaportfoliocompany. (c) Complete only the 1- and 3-year period portions of the Example, and estimate any [annual] contract fees collected. Item 4. Condensed Financial Information (a) Furnish the following information for each class of accumulation units of the Registrant. ACCUMULATIONUNITVALUES (foranaccumulationunitoutstandingthroughouttheperiod) 1. accumulation unit value at beginning of period; 2. accumulation unit value at end of period; 3. numberofaccumulationunitsoutstandingattheendofperiod. Instructions: . TheaboveinformationmustbeprovidedforeachclassofaccumulationunitsoftheRegistrantderivedfromcontractsoffered by means of this prospectus and each class derived from contracts no longer offered for sale, but for which registrant may continuetoacceptpayments.InformationneednotbeprovidedforanyclassofaccumulationunitsoftheRegistrantderived fromcontractsthatarecurrentlyofferedforsalebymeansofadifferentprospectus.Also,informationneednotbeprovided for any class of accumulation units that is no longer offered for sale but for which Registrant may continue to accept payments, iftheinformationisprovidedinadifferent,butcurrentprospectusoftheRegistrant. The information shall be presented in comparative columns for each of the last ten fiscal years of the Registrant (or for life of theRegistrantanditsimmediatepredecessors,ifless)butonlyfromthelateroftheeffectivedateofRegistrant'sortherelevant portfolio company's first 1933 Act Registration Statement. In addition, the information shall be presented for the period between the end of the latest fiscal year and the date of the latest balance sheet or statement of assets and liabilities furnished. Accumulationunitamountsshallbegivenatleasttothenearestcent.Ifthecomputationoftheofferingpriceisextendedto tenthsofacentormore,thentheamountsonthetableshouldbegivenintenthsofacent. 9





2.

3.

4.

Accumulationunitvaluesshouldonlybegivenforsub-accountsthatfundobligationsoftheRegistrantundervariableannuity contractsofferedbymeansofthisprospectus.

(b) If all the required financial statements of the Registrant and the depositor (see Item 23) are not in the prospectus, state, under a separate caption, where the financial statements may be found. Briefly explain how any financial statements not in the Statement of AdditionalInformationmaybeobtained. Item 5. General Description of Registrant, Depositor, and Portfolio Companies Concisely discuss the organization and operation or proposed operation of the Registrant. Include the information specified below. (a) Briefly describe each depositor, including: (i) its name, address, and a description of the general nature of its business; Instruction: The description of the depositor's business should be short and need not list all of the businesses in which the depositor engages or identify the jurisdictions where it does business, if a general description (e.g., "life insurance" or "reinsurance") is provided. (ii) the date and form of organization of the depositor and the name of the state or other jurisdiction under whose laws it is organized; and

(iii) ifthedepositoriscontrolledbyanotherperson,thenameofthatpersonandthegeneralnatureofitsbusiness.(Ifthedepositor issubjecttomorethanonelevelofcontrol,simplygivethenameoftheultimatecontrolperson). (b) Briefly describe the Registrant, including: (i) the date and form of organization of the Registrant and the Registrant's classification pursuant to Section 4 of the 1940 Act [15 U.S.C. 80a-4] (i.e., a separate account and a unit investment trust);

(ii) astatementindicating (A) that income, gains, and losses, whether or not realized, for assets allocated to the Registrant, are, in accordance with the applicable annuity contracts, credited to or charged against the Registrant without regard to other income, gains, or losses of the depositor; and (B) that the assets of the Registrant may not be charged with liabilities arising out of any other business of the depositor; and (C) whether the obligations under the variable annuity contracts are obligations of the depositor. (iii) whether there are sub-accounts of the Registrant (i.e., for qualified and non-qualified contracts or for different portfolio companies). Instruction: Sub-accountsthatfundobligationsoftheRegistrantundercontractsthatarenotofferedbymeansofthisprospectusneednot bedescribed.

(c) Briefly describe each portfolio company, including: (i) (ii) its name; its type (e.g., money market fund, bond fund, balanced fund, etc.) or a brief statement concerning its investment objectives; and

(iii) itsinvestmentadviser. (d) State conspicuously from whom a prospectus containing more complete information on each portfolio company may be obtained, andthataninvestorshouldreadtheprospectuscarefullybeforeinvesting. 0

(e) Concisely discuss the rights of contractowners, annuitants, participants, or beneficiaries to instruct the Registrant on the voting of portfolio company securities underlying their interest in the Registrant, including the manner in which votes will be allocated. (f) Identify and state the principal business address of any person who provides significant administrative or business affairs management services (e.g., an "Administrator," "Sub-Administrator," "Servicing Agent"), and briefly describe the services provided. Instruction: InformationneednotbegiveninresponsetothisItemaboutanyservicesdescribedinresponsetoItem(a). Item 6. Deductions (a) Briefly describe all deductions from purchase payments, contractowner accounts, or assets of the Registrant (e.g., sales loads, administrativeandtransactioncharges,riskcharges,andpremiumtaxes).Specifytheamountofanysuchdeductionasapercentage or dollar figure (e.g., .95% of the average daily net assets or $5 per exchange). Except for the deduction for premium taxes, identify the person who receives the amount deducted, briefly describe what is provided in consideration for the deduction, and explain the extent to which the deduction can be modified. Instruction: 1. 2. Identification of the range of current premium taxes is sufficient. If proceeds from explicit sales loads will not cover the expected costs of distributing the contracts, identify from what source the shortfall, if any, will be paid. If any shortfall is to be made from assets from the depositor's general account, disclose, if applicable,thatanyamountspaidbythedepositormayconsist,amongotherthings,ofproceedsderivedfrommortalityand expenseriskchargesdeductedfromtheaccount.

(b) Statethesalesloadasapercentageofeachpurchasepayment,ifitissocalculated,andasapercentageofthenetamountinvestedfor each breakpoint. For contracts with a deferred sales load, state the sales load as a percentage of the amount withdrawn or surrendered. The percentages should be shown in a table. (c) Unlesssetforthinresponsetoparagraph(b),listanyspecialpurchaseplansormethodsestablishedpursuanttoaruleoranexemptive order that reflect scheduled variations in, or elimination of, the sales load (e.g., group discounts, waiver of sales load upon annuitization or attainment of a certain age, waiver of deferred sales load for a certain percentage of contract value ("free corridor"), investment of proceeds from another policy, exchange privileges, employee benefit plans, or the terms of a merger, acquisition or exchange offer made pursuant to a plan of reorganization); identify each class of individuals or transactions to which such plans apply; state each different sales charge available as a percentage of the public offering price and as a percentage of the net amount invested; and state from whom additional information may be obtained. Describe any other special purchase plans or methods established pursuant to a rule that reflect other variations in, or elimination of, the sales load or in any administrative charge or other deductions from purchasepayments,andgenerallydescribethebasisforthevariationoreliminationinthesalesloadorotherdeduction(i.e.,thesize of the purchaser, a prior or existing relationship with the purchaser, the purchaser's assumption of certain administrative functions, orothercharacteristicsthatresultindifferencesincostsorservices). (d) Statethecommissionspaidtodealersasapercentageofpurchasepayments. (e) Statethattherearedeductionsfromandexpensespaidoutoftheassetsoftheportfoliocompaniesthataredescribedintheprospectuses forthosecompanies. (f) Describe the type of operating expenses for which the Registrant is responsible. If organizational expenses of the Registrant are to be paid out of its assets, explain how the expenses will be amortized and the period over which the amortization will occur. Item 7. General Description of Variable Annuity Contracts (a) Identify the person or persons (e.g., the contractowner, participant, annuitant, or beneficiary) who have material rights under the variableannuitycontracts,andthenatureofthoserights,()duringtheaccumulationperiod,()duringtheannuityperiod,or(3) after the death of the annuitant or contractowner. Instruction: The Registrant need not repeat rights that are described elsewhere in the prospectus. (b) Briefly describe any provisions and limitations for:

(i) (ii)

allocation of purchase payments among sub-accounts of the Registrant; transfer of contract values between sub-accounts of the Registrant; and

(iii) exchangesofvariableannuitycontracts,includinginterestsorparticipationstherein. (c) Briefly describe the changes that can be made in the variable annuity contracts or the operations of the Registrant by the Registrant or the depositor, including: (i) (ii) why a change may be made (e.g., changes in applicable law or interpretations of law); who, if anyone, must approve any change (e.g., the contractowner or the Securities and Exchange Commission); and

(iii) who, if anyone, must be notified of any change. Instruction: Describe only those changes that would be material to a purchaser of the variable annuity contracts, such as a reservation of the right toderegistertheseparateaccountunderthe940Act.Donotdescribepossiblenon-materialchanges,suchaschangingthetimeof day at which accumulation unit values are determined. (d) Describe how contractowner inquiries should be made. (e) (i) Describe the risks, if any, that frequent transfers of contract value among sub-accounts of the Registrant may present for other contractowners and other persons (e.g., participants, annuitants, or beneficiaries) who have material rights under the variable annuitycontracts. (ii) State whether or not the Registrant or depositor has policies and procedures with respect to frequent transfers of contract value amongsub-accountsoftheRegistrant. (iii) IfneithertheRegistrant northedepositor has any such policies and procedures, provide a statement of the specific basis for the view of the depositor that it is appropriate for the Registrant and depositor not to have such policies and procedures. (iv) If the Registrant or depositor has any such policies and procedures, describe those policies and procedures, including: (A) whether or not the Registrant or depositor discourages frequent transfers of contract value among sub-accounts of the Registrant; (B) whether or not the Registrant or depositor accommodates frequent transfers of contract value among sub-accounts of the Registrant; and (C) any policies and procedures of the Registrant or depositor for deterring frequent transfers of contract value among subaccounts of the Registrant, including any restrictions imposed by the Registrant or depositor to prevent or minimize frequent transfers. Describe each of these policies, procedures, and restrictions with specificity. Indicate whether each of these restrictions applies uniformly in all cases or whether the restriction will not be imposed under certain circumstances, including whether each of these restrictions applies to trades that occur through omnibus accounts at intermediaries, such as investment advisers, broker-dealers, transfer agents, and third party administrators. Describe with specificity the circumstances under which any restriction will not be imposed. Include a description of the following restrictions, if applicable: () any restrictions on the volume or number of transfers that may be made within a given time period; () any transfer fee; (3) any costs or administrative or other fees or charges that are imposed on persons deemed to be engaged in frequent transfers of contract value among sub-accounts of the Registrant, together with a description of the circumstances under which such costs, fees, or charges will be imposed; (4) anyminimumholdingperiodthatisimposedbeforeatransfermaybemadefromasub-accountintoanothersub-account of the Registrant; (5) any restrictions imposed on transfer requests submitted by overnight delivery, electronically, or via facsimile or telephone; and

() anyrightoftheRegistrantordepositortoreject,limit,delay,orimposeotherconditionsontransfersortoterminate or otherwise limit contracts based on a history of frequent transfers among sub-accounts, including the circumstances under which such right will be exercised. (v) If applicable, include a statement, adjacent to the disclosure required by paragraphs (e)(i) through (e)(iv) of this Item, that the Statement of Additional Information includes a description of all arrangements with any person to permit frequent transfers of contractvalueamongsub-accountsoftheRegistrant.

Item 8. 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,ifany,tochangeannuityoptionsortoeffectatransferofinvestmentbaseaftertheannuitycommencementdate. Instructions: . Describethechoices,ifany,availabletoaprospectiveannuitant,andtheeffectofnotspecifyingachoice.Whereanannuitantis given a choice in assumed investment return, explain the effect of choosing a higher, as opposed to a lower, assumed investment return. DetaileddisclosureonthemethodofcalculatingannuitypaymentsshouldbeplacedintheStatementofAdditionalInformation, Item.

.

Item 9. Death Benefit Briefly describe the death benefit available under a variable annuity contract during the accumulation and the annuity periods. Include: (a) when the death benefit is calculated and payable and the effect of choosing a specific method of payment on calculation of the death benefit, and (b) the forms the benefit may take, including the effect of not choosing a payment option and the period, if any, during which payments mustbeginunderanyannuityoption. Item 10. Purchases and Contract Value (a) Briefly describe the procedures for purchasing a variable annuity contract. Include a concise explanation of: (i) (ii) 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 sub-account, state these limits); a statement of when initial and subsequent purchase payments are credited;

(iii) the way in which purchase payments are credited, including: (A) an explanation that purchase payments are credited on the basis of accumulation unit value; (B) how accumulation unit value is determined; and (C) how the number of accumulation unitscreditedtoacontractisdetermined. (b) Explainthatinvestmentperformanceoftheportfoliocompany,expenses,anddeductionofcertainchargesaffectaccumulationunit value. (c) Describe when calculations of accumulation unit value are made and that purchase payments are credited to a contract on the basis ofaccumulationunitvaluenextdeterminedafterreceiptofapurchasepayment. (d) Identify each principal underwriter (other than the depositor) of the variable annuity contracts and state its principal business address. If the principal underwriter is affiliated with the Registrant, the depositor, or any affiliated person of the Registrant or the depositor, identify how they are affiliated (e.g., the principal underwriter is controlled by the depositor). 3

Item 11. Redemptions (a) Briefly describe how a contractowner or annuitant (if the annuity option chosen by the annuitant is not based on a life contingency) can redeem a variable annuity contract, including how the proceeds are calculated and when they are payable. (b) If the Registrant offers the variable annuity contracts in connection with the Texas Optional Retirement Program, describe the restrictionsonredemptionthatapply. Instruction: RegistrantscansatisfythisItembydescribingtheapplicablerestrictionsonredemptiononasupplementattachedtoprospectuses deliveredtoparticipantsintheTexasOptionalRetirementProgram.

(c) If a request for redemption may not be honored for a period of time after a contractowner's investment, describe briefly. (d) Briefly describe any provision for lapse or involuntary redemptions under the contract and the reasons for it, such as the size of the account or infrequency of purchase payments. (e) Briefly describe any revocation rights (e.g., "ten-day free look" provisions). Item 12. Taxes (a) Briefly describe the tax consequences to investors of an investment in the variable annuity contracts being offered. Instruction: This disclosure need not include detailed description of applicable law. The discussion should include the taxation of annuity payments, death proceeds, periodic and nonperiodic withdrawals, pledges and assignments of the contract (if permitted), and any other method by which taxable income may be received by the investor under the variable annuity contract, as well as the tax benefits accorded annuities during the accumulation period. If the tax consequences vary depending on the use of the variable annuity contract (i.e., to fund an individual retirement annuity or corporate plan), the variations should be briefly described. (b) Identify the types of qualified plans for which the variable annuity contracts are intended to be used. Instructions: 1. 2. Identify the types of persons who may use the plans (e.g., corporations, self-employed individuals) and disclose, if applicable, that the terms of the plan may limit the rights otherwise available under the contracts. Do not describe the Internal Revenue Code requirements for qualifications of plans or the non-annuity tax consequences of qualification (e.g., the effect on employer taxation).

(c) Briefly describe the impact, if any, of taxation on the determination of account or sub-account values. Item 13. Legal Proceedings Briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Registrant, any subsidiary of the Registrant, or the Registrant's principal underwriter or depositor is a party. Include the name of the court where the case is pending, the date filed, and the principal parties. Include similar information for any proceedings instituted by governmental authorities. Instruction: Legal proceedings are material only to the extent that they are likely to have a material adverse effect upon: (1) the ability of the principal underwriter to perform its contract with the Registrant or of the depositor to meet its obligations under the variable annuity contracts; or (2) theRegistrant. Item 14. Table of Contents of the Statement of Additional Information ListthecontentsoftheStatementofAdditionalInformation.

4

PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION Item 15. Cover Page (a) The outside cover page must contain the following information: (i) the Registrant's name; (ii) the depositor's name; (iii) a statement or statements (A) that the Statement of Additional Information is not a prospectus; (B) that the Statement of Additional Information should be read with the prospectus; and (C) how a copy of the prospectus may be obtained; (iv) the date of the Statement of Additional Information; and (v) thedateoftherelatedprospectusandanyotheridentifyinginformationthattheRegistrantdeemsappropriate. (b) The cover page may include other information, provided that it does not by its nature, quantity, or manner of presentation, impede understanding of required information. Item 16. Table of Contents List the contents of the Statement of Additional Information and, where useful, provide cross-references to the prospectus. Item 17. General Information and History (a) If the depositor's name was changed during the past five years, state its former name and the approximate date on which it was changed. If, at the request of any state, sales of contracts offered by the Registrant have been suspended at any time, or if sales of contracts offered by the depositor have been suspended during the past five years, briefly describe the reasons for and results of the suspension. (b) If0percentormoreoftheassetsofanysub-accountarenotattributabletovariableannuitycontractsortoaccumulateddeductions or reserves (e.g., initial capital contributed by the depositor), state what percentage those assets are of the total assets of the separate account.Ifthedepositor,oranyotherpersoncontrollingtheassets,hasanypresentintentionofremovingtheassetsfromthesubaccount,sostate. (c) Ifthedepositoriscontrolledbyanotherpersonthat,inturn,iscontrolledbyanotherperson,givethenameofeachcontrolperson andthenatureofitsbusiness. Item 18. Services (a) Describe all fees, expenses, and costs of the Registrant which are to be paid by persons other than the depositor or the Registrant, andidentifysuchpersons. (b) Giveasummaryofanycontractfortheprovisionofmanagement-relatedservicestotheRegistrantthatmaybeofinteresttoa purchaserofRegistrant'ssecurities,unlessthecontractisdescribedinresponsetosomeotheritemofthisform.Identifytheparties to the contract, and show, for the past three years, the total dollars paid and by whom. Instructions: 1. A contract for "management-related services" includes any agreement whereby another person agrees to keep, prepare, or file such accounts, books, records, or other documents as the Registrant may be required to keep under federal or state law, or to provide any similar services with respect to the daily operations of the Registrant, but does not include the following: (i) any agreement to act as custodian or agent to administer purchases and redemptions under the contracts, or (ii) bona fide contracts for outside legal or auditing services, or bona fide contracts for personal employment entered into in the ordinary course of business. In summarizing a management-related service contract, include: the name of the person providing the service; any direct or indirect relationships between such person and the Registrant, its depositor, or its principal underwriter; the nature of the services provided; and the basis of the compensation paid for the last three fiscal years.

2.

(c) GivethenameandprincipalbusinessaddressoftheRegistrant'scustodianandindependentpublicaccountantandprovideageneral descriptionoftheservicestheyperform. (d) IftheassetsoftheRegistrantareheldbyapersonotherthanthedepositor,acommercialbank,trustcompany,ordepositoryregistered with the Commission as custodian, state the nature of the business of each such person. (e) If an affiliated person of the Registrant or the depositor, or an affiliated person of such an affiliated person, acts as administrative orservicingagentfortheRegistrant,furnishadescriptionoftheservicesperformedbythatpersonandthebasisforremuneration. State, for the past three years, the total dollars paid for the services, and by whom. 15

Instruction: No disclosure need be given in response to paragraph (e) of this Item for an administrative or servicing agent who is also the depositor. (f) If the depositor is the principal underwriter of the variable annuity contracts, so state. Item 19. Purchase of Securities Being Offered (a) Describe the manner in which Registrant's securities are offered to the public. Include a description of any special purchase plans andanyexchangeprivilegesnotdescribedintheprospectus. Instruction: Address exchange privileges between sub-accounts, between the Registrant and other separate accounts, and between the Registrant andcontractsofferedthroughthedepositor'sgeneralaccount. (b) Describe the method that will be used to determine the sales load on the variable annuity contracts offered by the Registrant. Instruction: Explain fully any difference in the price at which variable annuity contracts are offered to members of the public, as individuals or as groups, and the prices at which the contracts are offered for any class of transactions or to any class of individuals, including officers, directors, members of the board of managers, or employees of the Registrant's depositor, underwriter, portfolio company, orinvestmentadvisertotheportfoliocompany. (c) Describe any arrangements with any person to permit frequent transfers of contract value among sub-accounts of the Registrant, including the identity of the persons permitted to engage in frequent transfers pursuant to such arrangements, and any compensation orotherconsiderationreceivedbytheRegistrant,thedepositor,oranyotherpartypursuanttosucharrangements. Instructions: 1. The consideration required to be disclosed by Item 19(c) includes any agreement to maintain assets in the Registrant or in other investmentcompaniesoraccountsmanagedorsponsoredbythedepositor,anyinvestmentadviserofaportfoliocompany,or any affiliated person of the depositor or of any such investment adviser. If the Registrant has an arrangement to permit frequent transfers of contract value among sub-accounts of the Registrant by a group of individuals, such as the participants in a defined contribution plan that meets the requirements for qualification under Section40(k)oftheInternalRevenueCode(U.S.C.40(k)),theRegistrantmayidentifythegroupratherthanidentifying eachindividualgroupmember.

2.

Item 20. Underwriters (a) If the depositor or an affiliate of the depositor is the principal underwriter of the variable annuity contracts, so state. (b) State whether the offering is continuous. (c) State the aggregate dollar amount of underwriting commissions paid to, and the amount retained by, the principal underwriter for each of the last three fiscal years. (d) If during the Registrant's last fiscal year any payments were made by the Registrant to an underwriter of or dealer in the variable annuity contracts that is unaffiliated with the Registrant or the depositor, other than payments made through deduction from the purchase payments at the time of sale of the variable annuity contracts or from contract values upon redemption, give the following information: (i) (ii) the name and address of the underwriter or dealer; the circumstances surrounding the payments;

(iii) the amount paid; and (iv) how the amount of the payment was determined and the consideration received for it.



Instructions: . 2. 3. 4. InformationneednotbegivenabouttheserviceofmailingproxiesorperiodicreportsoftheRegistrant. Information need not be given about any service for which total payments of less than $5,000 were made during each of the last three fiscal years. Informationneednotbegivenaboutpaymentsmadeunderanycontracttoactasadministrativeorservicingagent. If the payments were made under an arrangement or policy applicable to dealers generally, simply describe the arrangement orpolicy.

Item 21. Calculation of Performance Data (a) MoneyMarketFundedSub-Accounts. Yield quotation(s) included in the prospectus for an account or sub-account that holds itself outasa"moneymarket"accountorsub-accountshouldbecalculatedaccordingtoparagraphs(a)(i)-(ii). (i) YieldQuotation. Based on the 7 days ended on the date of the most recent balance sheet of the Registrant included in the registrationstatement,calculatetheyieldbydeterminingthenetchange,exclusiveofcapitalchangesandincomeotherthan investmentincome,inthevalueofahypotheticalpre-existingaccounthavingabalanceofoneaccumulationunitoftheaccount or sub-account at the beginning of the period, subtracting a hypothetical charge reflecting deductions from contractowner accounts,anddividingthedifferencebythevalueoftheaccountatthebeginningofthebaseperiodtoobtainthebaseperiod return, and then multiplying the base period return by (365/7) with the resulting yield figure carried to at least the nearest hundredthofonepercent.

(ii) EffectiveYieldQuotation. Based on the 7 days ended on the date of the most recent balance sheet of the Registrant included in theregistrationstatement,calculatetheeffectiveyield,carriedtoatleastthenearesthundredthofonepercent,bydetermining thenetchange,exclusiveofcapitalchangesandincomeotherthaninvestmentincome,inthevalueofahypotheticalpre-existing accounthavingabalanceofoneaccumulationunitoftheaccountorsub-accountatthebeginningoftheperiod,subtractinga hypothetical charge reflecting deductions from contractowner accounts, and dividing the difference by the value of the account atthebeginningofthebaseperiodtoobtainthebaseperiodreturn,andthencompoundingthebaseperiodreturnbyadding, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula: EFFECTIVE YIELD = [(BASE PERIOD RETURN +1)365/7]-1. Instructions: 1. When calculating the yield or effective yield quotations, the calculation of net change in account value must include all deductions that are charged to all contractowner accounts in proportion to the length of the base period. For any account fees that vary with the size of the account, assume an account size equal to the sub-account's mean (or median) account size. Deductions from purchase payments and sales loads assessed at the time of redemption or annuitization should not be reflected in the computation of yield and effective yield. However, the amount or specific rate of such deductions must be disclosed. Excluderealizedgainsandlossesfromthesaleofsecuritiesandunrealizedappreciationanddepreciationfromthecalculation ofyieldandeffectiveyield.Excludeincomeotherthaninvestmentincome. The Registrant may furnish separate yield quotations for individual and group contracts.

2. 3. 4.

(b) OtherSub-Accounts.Performanceinformationincludedintheprospectusshouldbecalculatedaccordingtoparagraphs(b)(i)­(iii). (i) AverageAnnualTotalReturnQuotation. For the 1-, 5-, and 10-year periods ended on the date of the most recent balance sheet of the Registrant included in the registration statement, calculate the average annual total return by finding the average annual compounded rates of return over the 1-, 5-, and 10-year periods that would equate the initial amount invested to the ending redeemable value, according to the following formula: P(1+T)n=ERV Where: P=ahypotheticalinitialpaymentof$,000 T=averageannualtotalreturn n=numberofyears ERV= ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of the 1-, 5-, or 10- year periods (or fractional portion). 17



Instructions: . 2. Assume the maximum sales load (or other charges deducted from payments) is deducted from the initial $,000 payment. Include all recurring fees that are charged to all contractowner accounts. For any account fees that vary with the size of the account, assume an account size equal to the sub-account's mean (or median) account size. If recurring fees charged to contractowner accounts are paid other than by redemption of accumulation units, they should be appropriately reflected. Determine the ending redeemable value by assuming a complete redemption at the end of the 1, 5, or 10 year periods and thedeductionofallnonrecurringchargesdeductedattheendofeachperiod. If the Registrant's registration statement has been in effect less than one, five, or ten years, the time period during which theregistrationstatementhasbeenineffectshouldbesubstitutedfortheperiodstated. Carry the total return quotation to the nearest hundredth of one percent. Total return information in the prospectus need only be current to the end of the Registrant's most recent fiscal year.

3. 4. 5. 6.

(ii) YieldQuotation.Basedona30-day(oronemonth)periodendedonthedateofthemostrecentbalancesheetoftheRegistrant includedintheregistrationstatement,calculateyieldbydividingthenetinvestmentincomeperaccumulationunitearned during the period by the maximum offering price per unit on the last day of the period, according to the following formula:

a-b YIELD = 2[( c d +1)-1]



Where: a= net investment income earned during the period by the portfolio company attributable to shares owned by the subaccount. b=expensesaccruedfortheperiod(netofreimbursements). c=theaveragedailynumberofaccumulationunitsoutstandingduringtheperiod. d=themaximumofferingpriceperaccumulationunitonthelastdayoftheperiod.

Instructions: 1. Include among the expenses accrued for the period all recurring fees that are charged to all contractowner accounts. For any account fees that vary with the size of the account, assume an account size equal to the sub-account's mean (or median) accountsize. If a broker-dealer or an affiliate (as defined in paragraph (b) of Rule 1-02 [17 CFR 210.1-02(b) of Regulation S-X) of the broker-dealer has, in connection with directing the portfolio company's brokerage transactions to the broker-dealer, provided, agreed to provide, paid for, or agreed to pay for, in whole or in part, services provided to the portfolio company (other than brokerage and research services as these terms are defined in Section 28(e) of the Securities Exchange Act of 1934 [15 U.S.C. 78bb(e)]), add to expenses accrued for the period an estimate of additional amounts that would have been accruedfortheperiodiftheportfoliocompanyhadpaidfortheservicesdirectlyinanarms-lengthtransaction. NetinvestmentincomemustbecalculatedbytheportfoliocompanyasprescribedbyItem(b)(4)ofFormN-A. Note: (a-b) = net investment income in the Item 26(b)(4) equation. Disclose the amount or specific rate of any nonrecurring account or sales charges.

2.

3. 4.

(iii) Non-StandardizedPerformanceQuotation.ARegistrantmaycalculateperformanceusinganyotherhistoricalmeasureof performance (not subject to any prescribed method of computation) if the measurement reflects all elements of return. Item 22. Annuity Payments Describe the method for determining the amount of annuity payments if not described in the prospectus. In addition, describe how any change in the amount of a payment after the first payment is determined.

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Item 23. Financial Statements (a) Provide financial statements of the Registrant. Instruction: The financial statements and schedules required by Regulation S-X [17 CFR 210] shall be provided in a separate section. Financial statements of the Registrant may be limited to: (i) (ii) An audited balance sheet or statement of assets and liabilities as of the end of the most recent fiscal year; An audited statement of operations of the most recent fiscal year conforming to the requirements of Rule 6-07 of Regulation S-X [17 CFR 210.6-07];

(iii) An audited statement of cash flows for the most recent fiscal year if necessary to comply with generally accepted accounting principles; and (iv) Audited statements of changes in net assets conforming to the requirements of Rule 6-09 of Regulation S-X [17 CFR 210.6-09] for the two most recent fiscal years. (b) Provide financial statements of the depositor. Instructions: 1. The financial statements and schedules of the depositor required by Regulation S-X shall be provided in a separate section following the response to paragraph (a) of this Item. If the Insurance Company would not have to prepare financial statements in accordance with generally accepted accounting principles except for use in this registration statement or other registration statements filed on Forms N-3 or N-4, its financial statements may be prepared in accordance with statutory requirements. Notwithstanding Instruction 1 above, all statements and schedules required by Regulation S-X, except for the consolidated balance sheets described in Rule 3-01 of Regulation S-X [17 CFR 210.3-01], and any notes thereto, may be omitted from Part BandinsteadincludedinPartCoftheRegistrationStatement. Notwithstanding Rule 3-12 of Regulation S-X [17 CFR 210.3-12], the financial statements of the depositor need not be more current than as of the end of the most recent fiscal year of the depositor unless: (i) (ii) the depositor's financial statements have never been included in an effective registration statement under the Securities Act of 1933 of a separate account which offers variable annuity contracts or funds variable life insurance contracts; or the balance sheet of the depositor at the end of either of the two most recent fiscal years included in response to this Item shows a combined capital and surplus, if a stock company, or an unassigned surplus, if a mutual company, of less than $1,000,000; or

2.

3.

(iii) the balance sheet of the depositor at the end of a fiscal quarter within 135 days of the expected date of effectiveness under the 1933 Act (or a fiscal quarter within 90 days of filing if the registration statement is filed solely under the 1940 Act) would show a combined capital surplus, if a stock company, or an unassigned surplus, if a mutual company, of less than $1,000,000. If two fiscal quarters end within the 135 day period, the depositor may choose either for purposes of this test. Any interim financial statements required by this Item need not be comparative with financial statements for the same interim period of anearlieryear.

9

PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits List all financial statements and exhibits filed as part of the Registration Statement. (a) Financialstatements. Instruction: Designate those financial statements which are included in Part A and Part B of the Registration Statement. (b) Exhibits: (1) copies of the resolution of the board of directors of the depositor authorizing the establishment of the Registrant;

() copies of all agreements for custody of securities and similar investments of the Registrant, including the schedule of remuneration; (3) (4) (5) (6) (7) (8) (9) copies of each underwriting or distribution contract between the Registrant and the principal underwriter or the depositor and the principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers; the form of each variable annuity contract; the form of application used with any variable annuity contract provided in response to (4) above; copies of the certificate of incorporation or other instrument of organization and the by-laws of the depositor; a copy of any contract of reinsurance in connection with the variable annuity contracts being offered; copies of all other material contracts not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the Registration Statement; an opinion of counsel and consent to its use as to the legality of the securities being registered, indicating whether they will be legally issued and will represent binding obligations of the depositor;

(0)copiesofanyotheropinions,appraisals,orrulings,andconsentsoftheirusereliedoninpreparingthisRegistrationStatement and required by Section 7 of the 1933 Act; (11) all financial statements omitted from Item 23; and (12) copies of any agreements or understandings made in consideration for providing the initial capital between or among the Registrant, the depositor, underwriter, or initial contractowners and written assurances from the depositor or initial contractowners that the purchases were made for investment purposes without any present intention of redeeming. Instructions: 1. Subject to the Rules regarding incorporation by reference and Instruction 2 below, the foregoing exhibits shall be filed as part of the Registration Statement. Exhibits numbered 3, 9, 10, and 11 above need to be filed only as part of a 1933 Act Registration Statement.Exhibitsshallbeletteredornumberedforconvenientreference.Exhibitsincorporatedbyreferencemaybearthe designation given in a previous filing. Where exhibits are incorporated by reference, the reference shall be made in the list of exhibits. A Registrant need not file an exhibit as part of a post-effective amendment if the exhibit has been filed in the Registrant's initial registrationstatementorinapreviouspost-effectiveamendment,unlesstherehasbeenachangeintheexhibitorunlessthe exhibit is a copy of a consent required by Section 7 of the 1933 Act or is a financial statement omitted from Item 23.

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Item 25. Directors and Officers of the Depositor Give the following information about each director or officer of the depositor: Name and Principal Business Address Positions and Offices with Depositor

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Instruction: Registrants need only provide the above information for officers or directors who are engaged directly or indirectly in activities relating to the Registrant or the variable annuity contracts offered by the Registrant, and for executive officers including the depositor's president, secretary, treasurer, and vice presidents who have authority to act as president in his or her absence. Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant Provide a list or diagram of all persons directly or indirectly controlled by or under common control with the depositor or Registrant and for each such person indicate (1) if a company, the state or other sovereign power under whose laws it is organized, (2) the percentage of voting securities owned or other basis of control by the person, if any, immediately controlling it, and (3) its principal business unless such principalbusinessisimplicitinitsname. Instructions: 1. The list or diagram shall include the Registrant and the depositor and shall show clearly the relationships between each company named. If a company is controlled by direct ownership of its securities by two or more persons, so indicate by appropriate cross-reference. 2. Designate: (i) subsidiaries for which separate financial statements are filed; (ii) subsidiaries included in the respective consolidated financial statements; (iii) subsidiaries included in the respective group financial statements filed for unconsolidated subsidiaries; and (iv) other subsidiaries, indicating briefly why statements of such subsidiaries are not filed. Item 27. Number of Contractowners State as of a specified date within 90 days prior to the date of filing the number of contract owners of qualified and non-qualified contracts offeredbyRegistrant. Item 28. Indemnification State the general effect of any contract, arrangements, or statute under which any underwriter or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any underwriter or affiliated person for his own protection. Instruction: In responding to this Item the Registrant should note the requirements of Rules 461 and 484 under the 1933 Act [17 CFR 230.461, 230.484] and Section 17 of the 1940 Act [15 U.S.C. 80a-17]. Item 29. Principal Underwriters (a) Give the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing securities of the Registrant also acts as a principal underwriter, depositor, sponsor, or investment adviser. (b) Give the information required by the following table with respect to each director, officer, or partner of each principal underwriter named in the answer to Item 10(d): () Name and Principal Business Address () Positions and Offices with Underwriter

Instruction: If a principal underwriter is the depositor or an affiliate thereof, and is also an insurance company, the above information for officers or directors need only be provided for officers or directors who are engaged directly or indirectly in activities relating to the Registrant or the variable annuity contracts offered by the Registrant, and for executive officers, including the depositor's or its affiliate's president, secretary, treasurer, and vice presidents who have authority to act as president in his or her absence. (c) Give the following information about all commissions and other compensation received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant's last fiscal year: (1) NameofPrincipal Underwriter (2) Net Underwriting Discountsand Commissions (3) Compensationon Redemption (4) Brokerage Commissions (5) Compensation

Instructions: 1. Show in a note, or otherwise, the nature of the services provided in return for the compensation shown in column (5).

2. Information need not be given about bona fide contracts with the Registrant or its depositor for outside legal or auditing services, or bona fide contracts for personal employment entered into with the Registrant or its depositor in the ordinary course of business. 3. Information need not be given about any service for which total payments of less than $5,000 were made during each of the last three fiscal years. 4. Information need not be given about payments made under any agreement whereby another person contracts with the Registrant or its depositortoperformascustodianoradministrativeorservicingagent. Item 30. Location of Accounts and Records Give the name and address of each person who maintains physical possession of each account, book, or other document, required to be maintained by Section 31(a) of the 1940 Act [15 U.S.C. 80a-30(a)] and the Rules under it [17 CFR 270.31a-1 to 31a-3]. Item 31. Management Services Give a summary of any contract not discussed in Part A or Part B of this Form under which management-related services are provided to the Registrant, showing the parties to the contract and the total dollars paid and by whom, for the last three fiscal years. Instructions: 1. The instructions to Item 18(b) of this Form shall also apply to this Item.

2. Information need not be given about any service for which total payments of less than $5,000 were made during each of the last three fiscal years. Item 32. Undertakings Give the following undertakings in substantially this form in all initial registration statements filed under the 1933 Act: (a) An undertaking to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted; (b) Anundertakingtoincludeeither()aspartofanyapplicationtopurchaseacontractofferedbytheprospectus,aspacethatan applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; (c) An undertaking to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.



SIGNATURES As required by (the Securities Act of 1933 and) the Investment Company Act of 1940, the Registrant (certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and) has caused this Registration Statement to be signed on itsbehalf,intheCityof__________________________,andStateof__________________________onthis________________dayof __________________________,________. ______________________________________________ (Registrant) Instruction: If the registration statement is being filed only under the Securities Act or under both the Securities Act and the Investment Company Act, it should be signed by both the Registrant and its depositor. If the registration statement is being filed only under the Investment Company Act, itshouldbesignedonlybytheRegistrant. As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on thedutiesindicated. _______________________________________________________________________________________________________________ (Signature) (Title) (Date) By _____________________________________________ _ (Signature) _____________________________________________ (Title)

By ______________________________________________ (Depositor) By ______________________________________________ (Name of officer of depositor) ______________________________________________ (Title)

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GUIDELINES FOR FORM N-4 ThisreleasecontainsGuidelinespreparedbytheDivisionofInvestmentManagementforregistrationstatementsonFormN-4forseparate accountsorganizedasunitinvestmenttrusts.TheGuidelinesarebasedonCommissionreleasesandstaffinterpretations.Adherencetothese GuidelinesshouldspeedtheexaminationbytheDivision'sstaffofregistrationstatementsonFormN-4. The Guidelines are not rules of the Commission and, except as noted, represent only the views of the staff of the Division, not the Commission. The Guidelines should be read with the Investment Company Act Releases cited in them. The policies stated in the Guidelines maybechangedifnecessary. TABLE OF CONTENTS Guide 1 Guide 2 Guide 3 Guide 4 Guide 5 Guide 6 Guide 7 Guide 8 Guide 9 Guide 10 Guide 11 Guide 12 -- -- -- -- -- -- -- -- -- -- -- -- Name of Registrant Business History Redemption Distribution Expenses Financial Statements Performance Data The Synopsis Administrative Charges Deferred Sales Loads Annuity Payments Crediting of Contract Values Automatic Annuity Options

Guide 1. Name of Registrant The registrant's name must be consistent with section 35 of the Investment Company Act of 1940 ("1940 Act"), which prohibits, among otherthings,useofanameortitlethatmaybedeceptiveormisleading. In the Division's view, the discussion in Investment Company Act Release No. 5510 (October 8, 1968) about the proprietary rights of an investmentcompanyinitsnameisnotapplicabletoseparateaccounts. Guide 2. Business History The registrant should list in the Statement of Additional Information all prior names of its depositor for the past five years. For a newly organizedinsurancecompany,registrantshouldstatethatthecompanyhasnopriorhistory. Guide 3. Redemption Section(e)ofthe940Actprohibitssuspensionoftherightofredemptionorthepostponementofpaymentuponredemptionofa redeemablesecurityofaseparateaccountorganizedasaunitinvestmenttrust,formorethansevendaysafterthepropertenderofthesecurity for redemption, with certain limited exceptions. The staff has taken the position, however, that redemption payments can be withheld for more than seven days if necessary to prevent the loss or dilution of net asset value that can occur when purchase checks are dishonored.The proceduresforobtainingpaymentuponredemptionshortlyafterpurchasemustbedisclosedintheprospectus,asshouldanyproceduresan investor can follow to avoid delays in redemption payments, such as use of a certified check to purchase the variable annuity contracts. To accommodate contracts that provide for variable annuity options based on life contingencies, rules 22e-1 and 27c-1 under the 1940 Act [17 CFR 270.22e-1 and 27c-1] grant exemptions from the redemption requirements of sections 22(e) and 27(c)(1). Rule 27c-1 exempts registered separate accounts, their depositors and underwriters from the requirement in section 27(c)(1) of the 1940 Act that a periodic payment plan certificate be a redeemable security (and from the surrender provisions of section 27(d) of the 1940 Act) with respect to the annuity payment period of variable annuity contracts under which payments are based on life contingencies. If there is a synopsis in the prospectus, it should show where in the prospectus investors can find a description of redemption procedures. Redemption procedures are frequently confusing to investors. Therefore, special care should be given to explaining when signature guarantees are necessary, and who can make such guarantees.3
For a discussion of the conditions under which an investment company can delay redemption for more than seven days pending clearance of purchase checks, seeInvestment Company Institute (Pub. avail. May 3, 1975). See Guide 7: The Synopsis. 3 Investment Company Act Release No. 7220 (June 9, 1972) [37 FR 12790 (June 24, 1972)].




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Guide 4. Distribution Expenses Many registrants are exempted from sections 26(a)(2)(C) and 27(c)(2) of the 1940 Act to permit them to deduct a charge for the assumption of mortality and/or expense risks from the separate account. In furtherance of requests for this exemptive relief, where proceeds from explicit sales loads will not be sufficient to cover expected distribution costs, many registrants represent that there is a reasonable likelihood that the separate account's distribution financing arrangement will benefit the separate account and contractowners, among other requirements.4These representationsshouldbedisclosedintheStatementofAdditionalInformation. When special arrangements will be made to sell variable annuity contracts to customers of depository institutions, possible applicability oftheGlass-SteagallActshouldbediscussedintheprospectus.Thelegalissuesraisedbypaymentstodepositoryinstitutionsfortheirservices in this connection should be identified, and the consequences for the separate account, if these issues are resolved adversely, should also be discussed. Guide 5. Financial Statements The form, content, and presentation of financial statements are prescribed by Regulation S-X [17 CFR 210]. If financial statements of the registrant are not provided because the registrant does not have any assets, a statement to that effect should be placed before the financial statementsofthedepositor. Guide 6. Performance Data Item 4(b) requires a brief explanation of how the registrant calculates its historical performance for purposes of advertising this data. Algebraic equations and detailed, intricate explanations should be avoided in favor of a more general, concise description of the essential features of the data and how it is computed. For example, a registrant advertising its money market sub-account's yield and effective yield might describe these two yields in the following manner: FromtimetotimetheAccountadvertisesitsmoneymarketsub-account's"yield"and"effectiveyield."Bothyieldfigures arebasedonhistoricalearningsandarenotintendedtoindicatefutureperformance.The"yield"ofthesub-accountrefers to the income generated by an investment in the sub-account over a seven-day period (which period will be stated in the advertisement). This income is then "annualized." That is, the amount of income generated by the investment during that week is assumed to be generated each week over a 52-week period and is shown as a percentage of the investment. The "effective yield" is calculated similarly but, when annualized, the income earned by an investment in the sub-account is assumed to be reinvested. The "effective yield" will be slightly higher than the "yield" because of the compounding effect of this assumed reinvestment.

For guidance in responding to Item 21, the registrant should refer to Investment Company Act Release No. 13049 (February 28, 1983) [48 FR 10297 (March 11, 1983)]; Investment Company Act Release No. 11028 (January 28, 1980) [45 FR 7578 (February 4, 1980)]; and Investment Company Act Release No. 11379 (September 30, 1980) [45 FR 67079 (October 9, 1980)]. Deductions should be prorated among the sub-accounts of the separate account. If the deduction is a flat fee charged to all contractowner accounts (e.g., $25.00 per contractowner account per year), the deduction should be prorated by multiplying the flat fee by a fraction the numerator of which is the average number of contractowner accounts that have money allocated to the sub-account and the denominator of which is the sum of the average number of contractowner accounts that have money allocated to each of the sub-accounts for the same kind ofcontract. Wheretheregistrantissuesmorethanonecontractformandtheperformanceforeachismateriallydifferent(due,forexample,todifferent sales loads, fees, or other charges), the registrant should quote the performance relating to the contract form containing the highest level of charges or calculate and quote separate performance figures for each contract form advertised. Where the charge structure among or between different contract forms is so different that none can be determined to possess the "highest level" of charges, performance figures for all forms should be quoted. Where separate performance figures are quoted for different contract forms, the omitting prospectus advertisement should clearly disclose the trade name or other appropriate identification of each form and, if relevant, the particular category of investor who may purchaseeachform(e.g.,groupsorindividuals),ortypeofretirementplan. Guide 7. The Synopsis AsynopsisprovidedpursuanttoItem3ofFormN-4shouldclearlyandconciselydescribethekeyfeaturesoftheofferingandtheregistrant. The information in the synopsis need not be in the order or the manner described in this Guide, and it may be presented in a question-andanswer format. The synopsis should include: (i) a cross-reference to the description in the prospectus of how to purchase the variable annuity contracts being offered; (ii) cross-references to the descriptions in the prospectus of how a contractowner (or annuitant) may effect a redemption and
For a discussion of representations by applicants seeking this exemptive relief, see Investment Company Act Release No. 14190 (October 11, 1984) [49 FR 40879 (October 8, 1984)].
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any penalty taxes that may be assessed upon redemption; (iii) the maximum percentage load that may be assessed against any given amount redeemed or annuitized and a cross-reference to the description in the prospectus of the deductions and expenses; and (iv) either a full descriptionoforacross-referencetothedescriptionintheprospectusofany"ten-dayfreelook"orsimilarprovisions. The synopsis may include additional information, provided that it does not, by its nature, quantity, or manner of presentation, impede understanding of required information. Guide 8. Administrative Charges The discussion of any administrative charge deducted from the value of the contractowner's account should (1) concisely describe how the charge is deducted in both the accumulation and annuity periods, (2) explain whether the charge is deducted at the beginning of the contract year for the coming year or deducted at the end of the contract year for the prior year, (3) describe whether the charge is prorated for any period (e.g., between the contract anniversary date and the date of redemption or the date of annuitization), and (4) if the administrative charge is a percentage of assets, disclose that there is no necessary relationship between the amount of administrative charge imposed on a givencontractandtheamountofexpensesthatmaybeattributabletothatcontract. Any administrative charge that is deducted from contractowner accounts and is not a charge or expense of the registrant should not be accounted for as an expense or otherwise included in the determination of net investment income of the registrant. Rather, the amount of the administrative charges should be accounted for, and presented in financial statements of the registrant, as a reduction of ownership units. Whether the amount of such administrative charges is separated in the registrant's financial statements from other withdrawal or redemption amounts that result in a reduction of ownership units depends upon individual facts. Guide 9. Deferred Sales Loads Item 6 of Form N-4 requires the registrant to describe any sales loads. A sales load not subject to any contingency should be described asadeferredsalesload,nota"contingent"deferredsalesload.Adeferredsalesloaddoesnotbecomecontingentsolelybecausethesales load is waived in the event of an annuitant's death or if the registrant provides that a given percentage of contract value may be withdrawn without imposition of sales load (a "free corridor"). The description of any deferred sales load (contingent or not) should include how the deduction will be allocated among sub-accounts of the Registrant; when, if ever, the sales load will be waived (for example, as part of the death benefit or upon redemptions by contractowners who are also employees of the depositor); and the maximum amount of the sales load as a percentage of purchase payments received. See rule 6c-8 under the 1940 Act [17 CFR 270.6c-8] which limits the amount of a deferred sales load to no more than nine percent of the purchase paymentsreceived.Ifthedeferredsalesloadvariesaccordingtothelengthoftimeaparticularpurchasepaymenthasbeeninvested,the description should indicate whether withdrawals will be attributed to purchase payments in the order in which they were invested in the separateaccount(FIFO)orinthereverseorderofinvestment(LIFO). The description of a deferred sales load should also explain whether, in the case of a partial redemption, the amount deducted will be a percentage of the amount requested by the contractowner or the total amount withdrawn, and whether the sales load will be deducted from the amount requested or the amount remaining after the contractowner has received the amount requested. For example, if the sales load is 7% and the contractowner has requested $100, the description should make plain whether: (a) the contractowner receives $93 and the sales load is $7 for a total withdrawal of $100 (i.e., the sales load is 7% of both the amount requested and the total withdrawal and is deducted from the amount requested); (b) the contractowner receives $100 and the sales load is $7 for a total withdrawal of $107 (i.e., the sales load is 7% of the amount requested and is deducted from the contract value remaining after the contractowner is paid the amount requested); or (c) the contractowner receives $100 and the sales load is $7.53 for a total withdrawal of $107.53 (i.e., the sales load is 7% of the total withdrawal and is deducted from the contract value remaining after the contractowner is paid the amount requested). Additionally, if the registrant allows withdrawal of a given percentage of contract value without imposing a deferred sales load (e.g., a 10% free withdrawal each year), the description of this privilege should indicate when the contract value will be computed to determine the amount of the permitted free withdrawal (e.g., at the beginning of the contract year or the date of the requested withdrawal). Guide 10. Annuity Payments Item 8 of Form N-4 requires registrants to describe in the prospectus the annuity options available under a contract and the material factors that determine the level of annuity benefits. Registrants should discuss variables that impact the level of payments such as the age at which payments begin, the form of annuity, the frequency of payments, annuity purchase rates, and assumed investment return. The discussion shouldincludeanyoptionsontheformofannuitysuchaslifeannuities,termcertainannuities,jointandsurvivorlifeannuities,andanyother variations.Ingeneral,responsestothisitemshouldincludepracticalnarrativedisclosure.Mathematicalillustrationsandthemechanicsof determiningannuitypaymentsshouldbeplacedintheStatementofAdditionalInformation,Item.

Item 8 also calls for disclosure of the effect of assumed investment return. Registrants should explain that annuity payments will vary to reflect the investment experience of the portfolio company and that the assumed investment return is a fulcrum rate around which variable annuity payments will fluctuate to reflect whether investment experience of the portfolio company is better or worse than the assumed investment return.Whereannuitantsaregivenachoiceinassumedinvestmentreturn,registrantsshouldexplainthatahigherassumedinvestmentreturn will result in a higher initial payment, a more slowly rising series of subsequent payments when actual investment performance (minus any deductions and expenses) exceeds the assumed investment return, and a more rapid drop in subsequent payments when actual investment performance(minusanydeductionsandexpenses)islessthantheassumedinvestmentreturn. Item 22 requires registrants to disclose in the Statement of Additional Information the method for determining the amount of annuity payments. Registrants should disclose how the initial annuity payment is determined, and if subsequent payments differ from the first, an explanation of how the subsequent payments are determined. Generally, registrants should explain that the amount of the initial payment is determined byapplyingthevalueoftheannuitant'scontractasofthedateofannuitization(adjustedforanydeductions)totheannuitypurchaseratefor the annuitant's annuity option, sex, and adjusted age. The specific time when the calculation will be made and the particular deductions that will be made at that time also should be disclosed. Registrants should disclose that the amount of subsequent annuity payments is determined by multiplying the number of annuity units credited to an annuitant's account by the value of an annuity at the time of each payment where (1) the number of annuity units credited to an annuitant's account is determined by dividing the amount of the first annuity payment by the value of an annuity unit at the time of that payment, and (2) the value of an annuity unit changes to reflect investment performance of the underlyingportfoliocompany,adjustedbyafactortoneutralizetheassumedinvestmentreturn.Registrantsshoulddiscloseanydeductions affecting the amount of annuity payments, and, where applicable, that changes in the value of an annuity unit reflect deductions of mortality andexpenseriskcharges. Guide 11. Crediting of Contract Values Item 10 of Form N-4 requires disclosure about when initial and subsequent purchase payments are credited. Section 22(c) of the 1940 Act [15 U.S.C. 80a-22(c)] and rule 22c-1 [17 CFR 270.22c-1] establish standards for crediting purchase payments for securities of registered investment companies. However, the staff has not objected to disclosure that an initialpurchasepaymentunderavariableannuitycontract would be credited within two business days of receipt if the contract application and other necessary information were complete as received by the office issuing the contract, and within five business days of receipt if the application and other information were incomplete when received. Registrants following this practice must disclose it and also disclose that, if the initial purchase payment is not credited within five business days, the purchase payment will be immediately returned unless the prospective purchaser has been informed of the delay and specificallyrequests that the purchase payment not be returned.5 Additionally, registrants should disclose any special procedures for crediting initial purchase payments in the case of incomplete applications (e.g., allocation of an initial purchase payment to the sub-account which invests in the money market fund if no sub-account has been specified). Guide 12. Automatic Annuity Options Item 8 of Form N-4 calls for disclosure about annuity option choices available to a prospective annuitant and the effect of not specifying a choice. Registrants should disclose any automatic purchase of a fixed annuity (i.e., the annuity selection that will be made by the company if the prospective annuitant has not chosen an option.) The staff has taken the position that an automatic annuity involving a fixed pay out of amounts that have accumulated on a variable basis is not consistent with Section 27(c)(1) of the 1940 Act [15 U.S.C. 80a-27(c)(1)]. However, the staff does not object to an automatic fixed annuity purchase if the only options available under the variable annuity contract are fixed annuities. Guide 13. Fee Table Item 3 requires inclusion of a fee table in the front of the prospectus. The amounts listed in the Example should represent cumulative expenses. Therefore, the Registrant should aggregate any sales load or other fee deducted from payments, together with cumulative annual expenses, and any sales load or other fee deducted upon surrender. The Registrant may compute annual expenses by multiplying average annual assets of the hypothetical $1,000 account for each year by total annual expenses (a percentage taken from the second part of the table). Compute the account's average annual assets by adding the beginning account value to the ending account value and dividing by two. Determine the ending account value by multiplying the beginning account value by the assumed growth rate less total annual expenses (5% x X%) and adding the result to the beginning account value. Determine the beginning account value in the first year by subtracting the maximum amount of any sales load deducted from payments from the hypothetical $1000 payment; in each subsequent year, the beginning account value is the previous year's ending account value.



TheCommissionproposedcodifyingthesestandardsinanamendmenttorulec-undertheAct.SeeInvestment Company Act Release No. 13913 (May 1, 1984) [49 FR 19320 (May 7, 1984)].
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