Hawaii Declaration of Estimated Income Tax for Corporations and S Corporations

Declaration of Estimated Income Tax for Corporations and S Corporations
Form N-3
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-3
This is a reference copy of Form N-3. You may not send a completed printout of this form to the SEC to satisfy a filing obligation.
You can only satisfy an SEC filing obligation by submitting the information required by this form to the SEC in electronic format
online at https://www.edgarfiling.sec.gov.

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

FORM N-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF1933
Pre-Effective Amendment No. _____



Post-Effective Amendment No. _____


and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF1940
Amendment No. _____


(Check appropriate box or boxes.)

__________________________________________________________________________________
(Exact Name of Registrant)
__________________________________________________________________________________
(Name of Insurance Company)
__________________________________________________________________________________
(Address of Insurance Company’s Principal Executive Offices)
(Zip Code)
__________________________________________________________________________________
(Insurance Company’s Telephone Number, including Area Code)
__________________________________________________________________________________
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: __________________________________________
It is proposed that this filing will become effective (check appropriate box):
 immediately upon filing pursuant to paragraph (b)
 on (date) pursuant to paragraph (b)
 60 days after filing pursuant to paragraph (a)
 on (date) pursuant to paragraph (a)
 75 days after filing pursuant to paragraph (a)(2) on (date)
 on (date) pursuant to paragraph (a)(2) of rule 485 under the Securities Act.
If appropriate, check the following box:
 this post-effective amendment designates a new effective date for a previously-filed posteffective amendment.

SEC 2124 (1/22)

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.

Omit from the facing sheet reference to the other Act if the registration statement or amendment is
filed under only one of the Acts. Include the “Approximate Date of Proposed Public Offering” only where
securities are being registered under the Securities Act of 1933.
Form N-3 is to be used by separate accounts that are management investment companies that
offer variable annuity contracts to register under the Investment Company Act of 1940 and to offer their
securities under the Securities Act of 1933. The Commission has designed Form N-3 to provide investors
with information that will assist them in making a decision about investing in a variable annuity contract.
The Commission also may use the information provided on Form N-3 in its regulatory, disclosure review,
inspection, and policy making roles.

SEC 2124 (1/22)

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.

CONTENTS OF FORM N-3
GENERAL INSTRUCTIONS ......................................................................................................................................................................... v
A.
Definitions ................................................................................................................................................................................... v
B.
Filing and Use of Form N-3........................................................................................................................................................vi
C.
Preparation of the Registration Statement .............................................................................................................................vii
D.
Incorporation by Reference........................................................................................................................................................ x
PART A - INFORMATION REQUIRED IN A PROSPECTUS .......................................................................................................................... 1
Item 1. Front and Back Cover Pages ...................................................................................................................................................... 1
Item 2. Key Information........................................................................................................................................................................... 2
Item 3. Overview of the Contract............................................................................................................................................................. 6
Item 4. Fee Table ..................................................................................................................................................................................... 7
Item 5. Principal Risks of Investing in the Contract ............................................................................................................................. 13
Item 6. General Description of Registrant, Insurance Company, and Investment Options............................................................... 14
Item 7. Management ............................................................................................................................................................................. 14
Item 8. Charges...................................................................................................................................................................................... 15
Item 9. General Description of Contracts .............................................................................................................................................. 16
Item 10. Annuity Period ......................................................................................................................................................................... 18
Item 11. Benefits Available Under the Contract................................................................................................................................... 19
Item 12. Purchases and Contract Value............................................................................................................................................... 21
Item 13. Surrenders and Withdrawals.................................................................................................................................................. 21
Item 14. Loans ....................................................................................................................................................................................... 22
Item 15. Taxes ....................................................................................................................................................................................... 23
Item 16. Legal Proceedings................................................................................................................................................................... 23
Item 17. Financial Statements.............................................................................................................................................................. 23
Item 18. Investment Options Available Under the Contract................................................................................................................ 23
Item 19. Additional Information About Investment Options Available Under the Contract ............................................................... 25
PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION....................................................................... 31
Item 20. Cover Page and Table of Contents......................................................................................................................................... 31
Item 21. General Information and History............................................................................................................................................ 31
Item 22. Investment Objectives and Risks........................................................................................................................................... 32
Item 23. Management of the Registrant .............................................................................................................................................. 36
Item 24. Investment Advisory and Other Services ............................................................................................................................... 46
Item 25. Portfolio Managers ................................................................................................................................................................. 51
Item 26. Brokerage Allocation and Other Practices............................................................................................................................. 52
Item 27. Purchase of Securities Being Offered.................................................................................................................................... 54
Item 28. Underwriters............................................................................................................................................................................ 55
Item 29. Calculation of Performance Data........................................................................................................................................... 56
Item 30. Annuity Payments ................................................................................................................................................................... 59
Item 31. Financial Statements.............................................................................................................................................................. 59
PART C - OTHER INFORMATION.............................................................................................................................................................. 65
Item 32. Exhibits .................................................................................................................................................................................... 65
Item 33. Directors and Officers of the Insurance Company................................................................................................................ 67
Item 34. Persons Controlled by or Under Common Control with the Insurance Company or the Registrant................................... 67
Item 35. Indemnification ....................................................................................................................................................................... 68
Item 36. Business and Other Connections of Investment Adviser ..................................................................................................... 68
Item 37. Principal Underwriters ............................................................................................................................................................ 68
Item 38. Location of Accounts and Records ........................................................................................................................................ 69
Item 39. Management Services............................................................................................................................................................ 69
Item 40. Fee Representation ................................................................................................................................................................ 69
SIGNATURES ........................................................................................................................................................................................... 70

iv

GENERAL INSTRUCTIONS
A. Definitions
References to sections and rules in this Form N-3 are to the Investment Company Act of 1940 [15
U.S.C. 80a-1 et seq.] (the “Investment Company Act”), unless otherwise indicated. Terms used in this
Form N-3 have the same meaning as in the Investment Company Act or the related rules, unless otherwise
indicated. As used in this Form N-3, the terms set out below have the following meanings:
“Class” means a class of a Variable Annuity Contract that varies principally with respect to
distribution-related fees and expenses.
“Insurance Company” means the person primarily responsible for the organization of the
Registrant and the person, other than the custodian, who has continuing functions or responsibilities with
respect to the administration of the affairs of the Registrant. If there is more than one Insurance
Company, the information called for in this Form about the Insurance Company shall be provided for each
Insurance Company.
“Investment Option” means any portfolio of investments in which the Registrant invests and which
may be selected as an option by the investor.
“Investor Account” means any account of an investor, participant, annuitant, or beneficiary to which
(net) purchase payments under a variable annuity contract are added and from which contract or
transaction expenses may be subtracted.
“Money Market Account” means an Investment Option that hold itself out to investors as a Money
Market Fund or the equivalent of a Money Market Fund.
“Money Market Fund” means a registered open-end management investment company, or series
thereof, that is regulated as a money market fund pursuant to rule 2a-7 [17 CFR 270.2a-7].
“Multiple Class Fund” means an Investment Option that has more than one Class.
“Registrant” means the separate account (as defined in section 2(a)(37) of the Investment
Company Act [15 U.S.C. 80a-2(a)(37)] that offers the Variable Annuity Contracts.
“SAI” means the Statement of Additional Information required by Part B of this Form.
“Securities Act” means the Securities Act of 1933 [15 U.S.C. 77a et seq.].
“Securities Exchange Act” means the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.].
“Statutory Prospectus” means a prospectus that satisfies the requirements of section 10(a) of the
Securities Act [15 U.S.C. 77j(a)].
“Summary Prospectus” has the meaning provided by paragraph (a)(11) of rule 498A under the
Securities Act [17 CFR 230.498A(a)(11)].
“Variable Annuity Contract” or “Contract” means any accumulation contract or annuity contract, any
portion thereof, or any unit of interest or participation therein pursuant to which the value of the contract,
either during an accumulation period or after annuitization, or both, varies according to the investment
experience of the separate account in which the contract participates. Unless the context otherwise
requires, “Variable Annuity Contract” or “Contract” refers to the Variable Annuity Contracts being offered
pursuant to the registration statement prepared on this Form.
v

B. Filing and Use of Form N-3
1. What is Form N-3 used for?
Form N-3 is used by all separate accounts organized as management investment companies and
offering Variable Annuity Contracts to file:
(a)

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

(b)

An initial registration statement required under the Securities Act and any amendments to the
registration statement, including amendments required by section 10(a)(3) of the Securities
Act [15 U.S.C. 77j(a)(3)]; or

(c)

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

2. What is included in the registration statement?
(a)

For registration statements or amendments filed under both the Investment Company Act
and the Securities Act or only under the Securities Act, include the facing sheet of the Form,
Parts A, B, and C, and the required signatures.

(b)

For registration statements or amendments filed only under the Investment Company Act,
include the facing sheet of the Form, responses to all Items of Parts A (except Items 1, 4, 5,
10, and 17), B, and C (except Items 32(e), (m), (n), and (o)), and the required signatures.

3. What are the fees for Form N-3?
No registration fees are required for a filing on Form N-3 to register as an investment company
under the Investment Company Act or to register securities under the Securities Act. If a filing on
Form N-3 is made to register securities under the Securities Act and securities are sold to the
public, registration fees must be paid on an ongoing basis after the end of the Registrant’s fiscal
year. See section 24(f) [15 U.S.C. 80a-24(f)] and related rule 24f-2 [17 CFR 270.24f-2].
4. What rules apply to the filing of a registration statement on Form N-3?
(a)

For registration statements and amendments filed under both the Investment Company Act
and the Securities Act or under only the Securities Act, the general rules under the Securities
Act, particularly the rules regarding the filing of registration statements in Regulation C [17
CFR 230.400 – 230.498A] apply to the filing of registration statements on Form N-3.
Specific requirements concerning investment companies appear in rules 480 - 488 and 495
- 498A of Regulation C.

(b)

For registration statements and amendments filed only under the Investment Company Act,
the general rules under the Investment Company Act, particularly the provisions in rules 8b1 – 8b-31 [17 CFR 270.8b-1 to 8b-31] apply to the filing of registration statements on Form
N-3.

(c)

The plain English requirements of rule 421(d) under the Securities Act [17 CFR 230.421(d)]
apply to prospectus disclosure in Part A of Form N-3.

(d)

Regulation S-T [17 CFR 232.10 – 232.501] applies to all filings on the Commission’s
Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).

vi

C. Preparation of the Registration Statement
1. Administration of the Form N-3 Requirements
(a)

The requirements of Form N-3 are intended to promote effective communication between
the Registrant and prospective investors. A Registrant’s prospectus should clearly disclose
the fundamental features and risks of the Variable Annuity Contracts, using concise,
straightforward, and easy to understand language. A Registrant should use document
design techniques that promote effective communication.

(b)

The prospectus disclosure requirements in Form N-3 are intended to elicit information for an
average or typical investor who may not be sophisticated in legal or financial matters. The
prospectus should help investors to evaluate the risks of an investment and to decide
whether to invest in a Variable Annuity Contract by providing a balanced disclosure of
positive and negative factors. Disclosure in the prospectus should be designed to assist an
investor in comparing and contrasting a Variable Annuity Contract with other Contracts.

(c)

Responses to the Items in Form N-3 should be as simple and direct as reasonably possible
and should include only as much information as is necessary to enable an average or typical
investor to understand the particular characteristics of the Variable Annuity Contracts. The
prospectus should avoid including lengthy legal and technical discussions and simply
restating legal or regulatory requirements to which Contracts generally are subject. Brevity
is especially important in describing the practices or aspects of the Registrant’s operations
that do not differ materially from those of other separate accounts. Avoid excessive detail,
technical or legal terminology, and complex language, including the use of formulas as the
primary means of communicating certain terms or features of the Contract. Also avoid
lengthy sentences and paragraphs that may make the prospectus difficult for investors to
understand and detract from its usefulness.

(d)

The requirements for prospectuses included in registration statements on Form N-3 will be
administered by the Commission in a way that will allow variances in disclosure or
presentation if appropriate for the circumstances involved while remaining consistent with
the objectives of Form N-3.

2. Form N-3 is divided into three parts:
(a)

Part A. Part A includes the information required in a Registrant’s prospectus under section
10(a) of the Securities Act. The purpose of the prospectus is to provide essential
information about the Registrant and the Contracts in a way that will help investors to make
informed decisions about whether to purchase the securities described in the prospectus.
In responding to the Items in Part A, avoid cross-references to the SAI. Cross-references
within the prospectus are most useful when their use assists investors in understanding the
information presented and does not add complexity to the prospectus.

(b)

Part B. Part B includes the information required in a Registrant’s SAI. The purpose of the
SAI is to provide additional information about the Registrant and the Contracts that the
Commission has concluded is not necessary or appropriate in the public interest or for the
protection of investors to be in the prospectus, but that some investors may find useful.
Part B affords the Registrant an opportunity to expand discussions of the matters described
in the prospectus by including additional information that the Registrant believes may be of
interest to some investors. The Registrant should not duplicate in the SAI information that is
provided in the prospectus, unless necessary to make the SAI comprehensible as a
document independent of the prospectus.
vii

(c)

Part C. Part C includes other information required in a Registrant’s registration statement.

3. Additional Matters
(a)

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

(b)

Other Information. A Registrant may include, except in response to Items 2 and 3,
information in the prospectus or the SAI that is not otherwise required so long as the
information is not incomplete, inaccurate, or misleading and does not, because of its nature,
quantity, or manner of presentation, obscure or impede understanding of the information
that is required to be included. For example, Registrants are free to include in the
prospectus financial statements required to be in the SAI, and may include in the SAI
financial statements that may be placed in Part C. However, information regarding nonprincipal risks that is not otherwise required to be in the prospectus must be disclosed in the
SAI and not the prospectus, in accordance with Items 5, 19, and 22.

(c)

Presentation of Information. To aid investor comprehension, Registrants are encouraged to
use, as appropriate, question-and-answer formats, tables, side-by-side comparisons,
captions, bullet points, numeric examples, illustrations or similar presentation methods. For
example, such presentation methods would be appropriate when presenting disclosure for
similar Contract features, prospectuses describing multiple Variable Annuity Contracts, or
the operation of optional benefits or annuitization.

(d)

Use of Terms.
(i) Definitions. Define the special terms used in the prospectus (e.g., accumulation unit,
participant, sub-account, etc.) in any presentation that clearly conveys meaning to
investors. If the Registrant elects to include a glossary or list of definitions, only special
terms used throughout the prospectus must be defined or listed. If a special term is
used in only one section of the prospectus, it may be defined there (and need not be
included in any glossary or list of definitions that the Registrant includes).
(ii) Alternate Terminology. A Registrant may use alternate terminology other than that used
in the form so long as the terminology used by the Registrant clearly conveys the
meaning of, or provides comparable information as, the terminology included in the
form.

(e)

Use of Form N-3 to Register Multiple Contracts
(i) A single prospectus may describe multiple Contracts that are essentially
identical. Whether the prospectus describes Contracts that are “essentially identical”
will depend on the facts and circumstances. For example, a Contract that does not offer
optional benefits would not be essentially identical to one that does for a charge.
viii

Similarly, group and individual Contracts would not be essentially identical. However,
Contracts that vary only due to state regulatory requirements would be essentially
identical.
(A)

Paragraph (a) of General Instruction C.3 requires Registrants to disclose the
information required by Items 2, 3, and 4 in numerical order at the front of the
prospectus and generally not to precede the Items with other information. As a
general matter, Registrants providing disclosure in a single prospectus for more
than one Contract, may depart from the requirement of paragraph (a) as
necessary to present the required information clearly and effectively (although the
order of information required by each Item must remain the same). For example,
the prospectus may present all of the Item 2 information for several Contracts
(e.g., by providing several Key Information Tables sequentially or by providing a
single Key Information Table containing separate disclosures for each Contract to
the extent that such disclosures would vary by Contract), followed by all of the
Item 3 information for the Contracts, and followed by all of the Item 4 information
for the Contracts. Alternatively, the prospectus may present Items 2, 3, and 4 for
each of several Contracts sequentially. Other presentations also would be
acceptable if they are consistent with the Form’s intent to disclose the information
required by Items 2, 3, and 4 in a standard order at the beginning of the
prospectus. Registrants that present Items 2, 3, and 4 for each of several
Contracts sequentially or that utilize another presentation should consider
whether investors might benefit from a brief explanation about how the
information in the prospectus is presented, such as headings for each contract in
the prospectus’ table of contents and/or a brief narrative at the beginning of the
prospectus explaining the presentation. Registrants are encouraged to present
information in a manner that limits repetition.

(B)

The Registrant should generally include appropriate titles, headings, or any other
information to promote clarity and facilitate understanding regarding which
disclosures apply to which Contract, if such disclosures would vary based on the
Contract.

(ii) Multiple prospectuses may be combined in a single registration statement on Form N-3
when the prospectuses describe Contracts that are substantially similar. For example, a
Registrant could determine it is appropriate to include multiple prospectuses in a
registration statement in the following situations: (i) the prospectuses describe the same
Contract that is sold through different distribution channels; (ii) the prospectuses
describe Contracts that differ only with respect to Investment Options offered; or (iii) the
prospectuses describe both the original and a modified version of the same Contract
(where the “modified” version differs in the features or options that the Registrant offers
under that Contract).
(f)

Dates. Rule 423 under the Securities Act [17 CFR 230.423] applies to the dates of the
prospectus and the SAI. The SAI should be made available at the same time that the
prospectus becomes available for purposes of rules 430 and 460 under the Securities Act
[17 CFR 230.430 and 230.460].

(g)

Sales Literature. A Registrant may include sales literature in the prospectus so long as the
amount of this information does not add substantial length to the prospectus and its
placement does not obscure essential disclosure.

ix

(h)

Interactive Data File
(i) An Interactive Data File (see rule 232.11 of Regulation S-T [17 CFR 232.11]) is required
to be submitted to the Commission in the manner provided by rule 405 of Regulation S-T
[17 CFR 232.405] for any registration statement or post-effective amendment thereto on
Form N-3 that includes or amends information provided in response to Items 2, 4, 5, 11,
18, or 19 with regards to Contracts that are being sold to new investors.
(A)

Except as required by paragraph (h)(i)(B), the Interactive Data File must be
submitted as an amendment to the registration statement to which the Interactive
Data File relates. The amendment must be submitted on or before the date the
registration statement or post-effective amendment that contains the related
information becomes effective.

(B)

In the case of a post-effective amendment to a registration statement filed
pursuant to paragraphs (b)(1)(i), (ii), (v), or (vii) of rule 485 under the Securities Act
[17 CFR 230.485(b)], the Interactive Data File must be submitted either with the
filing, or as an amendment to the registration statement to which the Interactive
Data Filing relates that is submitted on or before the date the post-effective
amendment that contains the related information becomes effective.

(ii) An Interactive Data File is required to be submitted to the Commission in the manner
provided by rule 405 of Regulation S-T for any form of prospectus filed pursuant to
paragraphs (c) or (e) of rule 497 under the Securities Act [17 CFR 230.497(c) or (e)] that
includes information provided in response to Items 2, 4, 5, 11, 18 or 19 that varies from
the registration statement with regards to Contracts that are being sold to new investors.
The Interactive Data File must be submitted with the filing made pursuant to rule 497.
(iii) The Interactive Data File must be submitted in accordance with the specifications in the
EDGAR Filer Manual, and in such a manner that will permit the information for each
Contract, and, for any information that does not relate to all of the Classes in a filing,
each Class of the Contract to be separately identified.
(i)

Website Addresses. Any website address included in an electronic version of the Statutory
Prospectus must include an active hyperlink or other means of facilitating access that leads
directly to the relevant website address. This requirement does not apply to an electronic
Statutory Prospectus filed on the EDGAR system.

D. Incorporation by Reference
1. General Requirements
All incorporation by reference must comply with the requirements of this Form and the following
rules on incorporation by reference: rule 411 under the Securities Act [17 CFR 230.411] (general
rules on incorporation by reference in a prospectus); rule 303 of Regulation S-T [17 CFR 232.303]
(specific requirements for electronically filed documents); and rule 0-4 under the Investment
Company Act [17 CFR 270.0-4] (additional rule on incorporation by reference for investment
companies). In general, a Registrant may incorporate by reference, in the answer to any item of
Form N-3 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.

x

2. Specific Rules for Incorporation by Reference in Form N-3
(a)

A Registrant may not incorporate by reference into a prospectus information that Part A of
this Form requires to be included in a prospectus, except as specifically permitted by Part A,
of the Form.

(b)

A Registrant may incorporate by reference any or all of the SAI into the prospectus (but not
to provide any information required by Part A to be included in the prospectus) without
delivering the SAI with the prospectus.

(c)

A Registrant may incorporate by reference into the SAI or its response to Part C information
that Parts B and C require to be included in the Registrant’s registration statement.

xi

PART A - INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Front and Back Cover Pages
(a) Front Cover Page. Include the following information on the outside front cover page of the
prospectus:
(1)

The Registrant’s name.

(2)

The Insurance Company’s name.

(3)

The types of Variable Annuity Contracts offered by the prospectus (e.g., group, individual, single
premium immediate, flexible premium deferred).

(4)

The Investment Options available under the contract.

(5)

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

(6)

The date of the prospectus.

(7)

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

(8)

The statement that additional information about certain investment products, including variable
annuities, has been prepared by the Securities and Exchange Commission’s staff and is
available at Investor.gov.

(9)

In the case of a Registrant holding itself out as a Money Market Fund or an Investment Option
holding itself out as a Money Market Account, a prominent statement that an investment in the
Registrant or the Investment Option is neither insured nor guaranteed by the U.S. Government.

(10) If applicable, the legend: “If you are a new investor in the Contract, you may cancel your
Contract within 10 days of receiving it without paying fees or penalties. In some states, this
cancellation period may be longer. Upon cancellation, you will receive either a full refund of the
amount you paid with your application or your total Contract value. You should review this
prospectus, or consult with your investment professional, for additional information about the
specific cancellation terms that apply.”
Instruction. A Registrant may include on the front cover page any additional information, subject to the
requirement of General Instruction C.3.(b) and (c).
(b) Back Cover Page. Include the following information on the outside back cover page of the
prospectus:
(1) A statement that the SAI includes additional information about the Registrant. Explain that the
SAI is available, without charge, upon request, and explain how investors may make inquiries
about their Contracts. Provide a toll-free (or collect) telephone number for investors to call to
request the SAI, to request other information about the Contracts, and to make investor inquiries.
Instructions.
1. A Registrant may indicate, if applicable, that the SAI and other information are available on its
website and/or by email request.

1

2. A Registrant may indicate, if applicable, that the SAI and other information are available from
an insurance agent or financial intermediary (such as a broker-dealer or bank) through which
the Contracts may be purchased or sold.
3. When a Registrant (or an insurance agent or financial intermediary through which Contracts
may be purchased or sold) receives a request for the SAI, the Registrant (or insurance agent
or financial intermediary) must send the SAI within 3 business days of receipt of the request,
by first-class mail or other means designed to ensure equally prompt delivery.
(2) A statement whether and from where information is incorporated by reference into the prospectus
as permitted by General Instruction D. Unless the information is delivered with the prospectus,
explain that the Registrant will provide the information without charge, upon request (referring to
the telephone number provided in response to paragraph (b)(1)).
Instruction. The Registrant may combine the information about incorporation by reference with the
statements required under paragraph (b)(1).
(3) A statement that reports and other information about the Registrant are available on the
Commission’s website at http://www.sec.gov, and that copies of this information may be
obtained, upon payment of a duplicating fee, by electronic request at the following email address:
[email protected].
(4) The EDGAR contract identifier for the Contract on the bottom of the back cover page in type size
smaller than that generally used in the prospectus (e.g., 8-point modern type).
Item 2. Key Information
Include the following information:
Important Information You Should Consider About the [Contract]
FEES AND EXPENSES
Charges for Early
Withdrawals
Transaction Charges
Ongoing Fees and
Expenses (annual
charges)
RISKS
Risk of Loss
Not a Short-Term
Investment
Risks Associated
with Investments

2

FEES AND EXPENSES
Insurance Company
Risks
RESTRICTIONS
Investments
Optional Benefits
TAXES
Tax Implications
CONFLICTS OF INTEREST
Investment
Professional
Compensation
Exchanges
Instructions
1. General.
(a) Disclose the required information in the tabular presentation(s) reflected herein, in the order
specified. A Registrant may exclude any disclosures that are not applicable, or modify any of
the statements required to be included, so long as the modified statement contains
comparable information. Notwithstanding this instruction and General Instruction C.3.(d)(ii),
the title, headings, and sub-headings for this tabular presentation may not be modified or
substituted with alternate terminology unless otherwise provided.
(b) Provide cross-references to the location in the Statutory Prospectus where the subject matter
is described in greater detail. Cross-references in electronic versions of the Summary
Prospectus and/or Statutory Prospectus should link directly to the location in the Statutory
Prospectus where the subject matter is discussed in greater detail, or should provide a means
of facilitating access to that information through equivalent methods or technologies. The
cross-reference should be adjacent to the relevant disclosure, either within the table row, or
presented in an additional table column.
(c) All disclosures provided in response to this Item should be short and succinct, consistent with
the limitations of a tabular presentation.
2. Fees and Expenses.
(a) Charges for Early Withdrawals. Include a statement that if the investor withdraws money from
the Contract within [x] years following his or her last purchase payment, he or she will be
assessed a surrender charge. Include in this statement the maximum surrender charge (as a
3

percentage of [purchase payment or amount surrendered]), and the maximum number of
years that a surrender charge may be assessed since the last purchase payment under the
Contract. Provide an example of the maximum surrender charge an investor could pay (in
dollars) under the Contract assuming a $100,000 investment (e.g., “[i]f you make an early
withdrawal, you could pay a surrender charge of up to $9,000 on a $100,000 investment.”).
(b) Transaction Charges. State that in addition to surrender charges (if applicable), the investor
may also be charged for other transactions, and provide a brief narrative description of the
types of such charges (e.g., front-end loads, charges for transferring cash value between
Investment Options, charges for wire transfers, etc.).
(c) Ongoing Fees and Expenses (annual charges).
Include the following information, in the order specified:
(i) Minimum and Maximum Annual Fee Table.
(A) The legend: “The table below describes the fees and expenses that you may pay each
year, depending on the options you choose. Please refer to your Contract
specifications page for information about the specific fees you will pay each year based
on the options you have elected.”
(B) Provide Minimum and Maximum Annual Fees in substantially the following tabular
format, in the order specified.
Annual Fee
Annual Contract expenses
(varies by Contract Class)
Optional benefits available for an
additional charge
(for a single optional benefit, if elected)

Minimum
[ ]%

Maximum
[ ]%

[ ]%

[ ]%

(C) Explain, in a parenthetical or footnote to the table or each caption, the basis for each
percentage (e.g., % of separate account value or benefit base).
(D) Annual Contract expenses should be calculated in accordance with the instructions for
Total Annual Contract Expenses in Item 4, before any expense reimbursements or fee
waiver arrangements that may be associated with Investment Options, and excluding
Optional Benefit Expenses.
(E) The Minimum Annual Fee means the lowest current fee for each annual fee category
(i.e., the least expensive Contract Class, the lowest management fees, and the least
expensive optional benefit available for an additional charge). The Maximum Annual
Fee means the highest current fee for each annual fee category (i.e., the most
expensive annual Contract expenses, the highest management fees, and the most
expensive optional benefit).
(ii) Lowest and Highest Annual Cost Table.
(A) The legend: “Because your Contract is customizable, the choices you make affect how
much you will pay. To help you understand the cost of owning your Contract, the
following table shows the lowest and highest cost you could pay each year. This
estimate assumes that you do not take withdrawals from the Contract, which could add
charges for early withdrawals that substantially increase costs.”
4

(B) Provide Lowest and Highest Annual Costs in substantially the following tabular format,
in the order specified.
Lowest Annual Cost:
$[ ]
Assumes:
•
•
•
•
•
•

Highest Annual Cost:
$[ ]
Assumes:

Investment of $100,000
5% annual appreciation
Least expensive combination
of Contract Classes and
management fees
No optional benefits
No sales charges
No additional purchase
payments, transfers or
withdrawals

•
•
•

•
•

Investment of $100,000
5% annual appreciation
Most expensive combination
of Contract Classes,
management fees, and
optional benefits
No sales charges
No additional purchase
payments, transfers or
withdrawals

(C) Calculate the Lowest and Highest Annual Cost estimates in the following manner:
a. Calculate the dollar amount of fees that would be assessed based on the
assumptions described in the table above for each of the first 10 Contract years.
b. Total each year’s fees (discounted to the present value using a 5% annual discount
rate) and divide by 10 to calculate the estimated dollar amounts that are required
to be set forth in the table above.
c. Sales loads, other than ongoing sales charges, should be excluded from the Lowest
and Highest Annual Cost estimates.
d. Amounts of any bonus payment should be excluded from the Lowest and Highest
Annual Cost estimates.
e. Unless otherwise stated, the least and most expensive combination of Contract
classes, management fees, and optional benefits should be based on the
disclosures provided in the Example in Item 4. If a different combination of
Contract classes, management fees, and optional benefits would result in different
Minimum or Maximum fees in different years, use the least expensive or most
expensive combination of Contract classes, management fees, and optional
benefits each year.
3. Risks
(a) Risk of Loss. State that an investor can lose money by investing in the Contract
(b) Not a Short-Term Investment. State that a Contract is not a short-term investment and is not
appropriate for an investor who needs ready access to cash, accompanied by a brief
explanation.
(c) Risks Associated with Investments. State that an investment in the Contract is subject to the
risk of poor investment performance and can vary depending on the performance of the
Investment Options available under the Contract, that each investment (including any fixed
5

account investment option) will have its own unique risks, and that the investor should review
the investments available under the Contract before making an investment decision.
(d) Insurance Company Risks. State that an investment in the Contract is subject to the risks
related to the Insurance Company, including that any obligations (including under any fixed
account investment options), guarantees, or benefits are subject to the claims-paying ability of
the Insurance Company. Further state that more information about the Insurance Company,
including if applicable its financial strength ratings, is available upon request, and indicate
how such requests can be made (e.g., via toll-free telephone number).
Instruction. A Registrant may include the Insurance Company’s financial strength rating(s) and
omit the portion of the disclosures regarding the availability of the financial strength ratings
specified by the last sentence of Instruction 3.(d).
4. Restrictions
(a) Investments. State whether there are any restrictions that may limit the investments that an
investor may choose, as well as any limitations on the transfer of Contract value among
Investment Options. If applicable, state that the insurer reserves the right to remove or
substitute Investment Options.
(b) Optional Benefits. State whether there are any restrictions or limitations relating to optional
benefits, and/or whether an optional benefit may be modified or terminated by the Registrant.
If applicable, state that withdrawals that exceed limits specified by the terms of an optional
benefit may affect the availability of the benefit by reducing the benefit by an amount greater
than the value withdrawn, and/or could terminate the benefit.
5. Taxes–Tax Implications. State that an investor should consult with a tax professional to
determine the tax implications of an investment in and purchase payments received under the
Contract, and that there is no additional tax benefit to the investor if the Contract is purchased
through a tax-qualified plan or individual retirement account (IRA). Explain that withdrawals will
be subject to ordinary income tax, and may be subject to tax penalties.
6. Conflicts of Interest.
(a) Investment Professional Compensation. State that some investment professionals may
receive compensation for selling the Contract to investors, and briefly describe the basis upon
which such compensation is typically paid (e.g., commissions, revenue sharing, compensation
from affiliates and third parties). State that these investment professionals may have a
financial incentive to offer or recommend the Contract over another investment.
(b) Exchanges. State that some investment professionals may have a financial incentive to offer
an investor a new contract in place of the one he or she already owns, and that an investor
should only exchange his or her Contract if he or she determines, after comparing the
features, fees, and risks of both contracts, that it is preferable for him or her to purchase the
new contract rather than continue to own the existing Contract.
Instruction. A Registrant may omit these line-items if neither the Registrant nor any of its related
companies pay financial intermediaries for the sale of the Contract or related services.
Item 3. Overview of the Contract
Provide a concise description of the Contract, including the following information:
6

(a) Purpose. Briefly describe the purpose(s) of the Contract (e.g., to help the investor accumulate assets
through an investment portfolio, to provide or supplement the investor’s retirement income, to
provide death and/or other benefits). State for whom the Contract may be appropriate (e.g., by
discussing a representative investor’s time horizon, liquidity needs, and financial goals).
(b) Phases of Contract. Briefly describe the accumulation (savings) phase and annuity (income) phase of
the Contract.
(1) This discussion should include a brief overview of the Investment Options available under the
Contract, as well as any “fixed account” (general account) investment options.
Instructions.
1. Prominently disclose that additional information about each Investment Option is provided
later in the prospectus, and provide cross-references as appropriate.
2. A detailed explanation of the separate account, Investment Options, and any “fixed account”
(general account) investment options is not necessary and should be avoided.
(2) State, if applicable, that if an investor annuitizes, he or she will receive a stream of income
payments, however (i) he or she will be unable to make withdrawals, and (ii) death benefits and
living benefits will terminate.
(c) Contract Features. Summarize the Contract’s primary features, including death benefits, withdrawal
options, loan provisions, and any available optional benefits. If applicable, state that the investor will
incur an additional fee for selecting a particular benefit.
Item 4. Fee Table
Include the following information:
The following tables describe the fees and expenses that you will pay when buying, owning, and
surrendering or making withdrawals from the Contract. Please refer to your Contract specifications page
for information about the specific fees you will pay each year based on the options you have elected.
The first table describes the fees and expenses that you will pay at the time that you buy the Contract,
surrender or make withdrawals from the Contract, or transfer Contract value between Investment
Options. State premium taxes may also be deducted.

7

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

__%

Deferred Sales Load (or Surrender Charge) (as a percentage of purchase
payments or amount surrendered, as applicable)

__%

Redemption Fee (as a percentage of amount redeemed, if applicable)

__%

Exchange Fee

__%

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

Annual Contract Expenses
Administrative Expenses

$__

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

__%

Management Fees

__%

Other Expenses

__%

___________________________________

__%

___________________________________

__%

___________________________________

__%

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

__%

Total Annual Contract Expenses

__%

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

8

If you surrender
your Contract at
the end of the
applicable time
period:
If you annuitize
at the end of the
applicable time
period:
If you do not
surrender your
Contract:

1 year

3 years

5 years

10 years

$___

$___

$___

$___

1 year

3 years

5 years

10 years

$___

$___

$___

$___

1 year

3 years

5 years

10 years

$___

$___

$___

$___

Portfolio Turnover
The Investment Option pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs.
These costs, which are not reflected in annual Contract expenses or in the example, affect the
Investment Option’s performance. During the most recent fiscal year, the Investment Option’s portfolio
turnover rate was ______% of the average value of its portfolio.
Instructions
1. Include the narrative explanations in the order indicated. A Registrant may modify a narrative
explanation if the explanation contains comparable information to that shown.
2. Assume that the Contract is owned during the accumulation period for purposes of the table
(including the Example). If an annuitant would pay different fees or be subject to different
expenses, disclose this in a brief narrative and provide a cross-reference to those portions of the
prospectus describing these fees.
3. A Registrant may omit captions if the Registrant does not charge or reserve the right to charge the
fees or expenses covered by the captions.
4. Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one
percent.
5. In the Transaction Expenses and Annual Contract Expenses tables, the Registrant must disclose
the maximum guaranteed charge, unless a specific instruction directs otherwise. If a fee is
calculated based on a benchmark (e.g., a fee that varies according to volatility levels or Treasury
yields), the Registrant must also disclose the maximum guaranteed charge as a single number.
The Registrant may disclose the current charge, in addition to the maximum charge, if the
disclosure of the current charge is no more prominent than, and does not obscure or impede
understanding of, the disclosure of the maximum charge. In addition, the Registrant may include
in a footnote to the table a tabular, narrative, or other presentation providing further detail
regarding variations in the charge. For example, if deferred sales charges decline over time, the
Registrant may include in a footnote a presentation regarding the scheduled reductions in the
deferred sales charges.
9

6. Provide a separate fee table (or separate column within the table) for each Contract form offered
by the prospectus that has different fees.
7. If the Registrant offers more than one Investment Option, provide a separate response for each
Investment Option. In addition, for a Contract with more than one Class, provide a separate
response for each Class.
Transaction Expenses
8. “Sales Load Imposed on Purchases” includes the maximum sales load imposed upon purchase
payments and may include a tabular presentation, within the larger table, of the range of such
sales loads.
9. “Deferred Sales Load” includes the maximum contingent deferred sales load (or surrender
charge), expressed as a percentage of the original purchase price or amount surrendered, and
may include a tabular presentation, within the larger table, of the range of contingent deferred
sales loads over time.
10.“Exchange Fee” includes the maximum fee charged for any exchange or transfer of Contract value
from the Registrant to another investment company or from one Investment Option of the
Registrant to another Investment Option or the insurance company’s general account. The
Registrant may include a tabular presentation of the range of exchange fees unless such a
presentation would be so lengthy as to encumber the larger table, in which case the Registrant
should only provide a cross-reference to the narrative portion of the prospectus discussing the
exchange fee.
11.If the Registrant (or any other party pursuant to an agreement with the Registrant) charges any
other transaction fee, add another caption describing it and list the (maximum) amount or basis
on which the fee is deducted.
Annual Contract Expenses
12.Administrative Expenses include any contract, account, or similar fee imposed on all Investor
Accounts on a dollar basis and charged on any recurring basis (e.g., $50 per year).
13.Base Contract Expenses include mortality and expense risk fees, and account fees and expenses.
Account fees and expenses include all fees and expenses (except sales loads, mortality and
expense risk fees, Management Fees, Other Expenses, and optional benefit expenses) that are
deducted from separate account assets or charged to all Investor Accounts on a percentage
basis.
14.Optional Benefits Expenses include any optional features (e.g., enhanced death benefits and
living benefits) offered under the Contract for an additional charge.
15.Other Annual Expenses
(a) “Management Fees” include investment advisory fees (including any component thereof
based on the performance of the Registrant), any other management fees payable to the
investment adviser or its affiliates and administrative fees payable to the investment adviser
or its affiliates not included as “Other Expenses.”

10

(b) (i) “Other Expenses” includes all expenses (except fees and expenses reported in other
items in the table) that are deducted from separate account assets and are reflected as
expenses in the Registrant’s statement of operations (including increases resulting from
complying with paragraph 2(g) of rule 6-07 of Regulation S-X [17 CFR 210.6-07]).
(ii) “Other Expenses” do not include extraordinary expenses. “Extraordinary expenses”
refers to expenses that are distinguished by their unusual nature and by the infrequency
of occurrence. Unusual nature means the expense has a high degree of abnormality and
is clearly unrelated to, or only incidentally related to, the ordinary and typical activities of
the fund, taking into account the environment in which the fund operates. Infrequency
of occurrence means the expense is not reasonably expected to recur in the foreseeable
future, taking into consideration the environment in which the fund operates. The
environment of a fund includes such factors as the characteristics of the industry or
industries in which it operates, the geographical location of its operations, and the
nature and extent of governmental regulation. If extraordinary expenses were incurred
that materially affected the Registrant’s “Other Expenses,” the Registrant should
disclose in the narrative following the table what the “Other Expenses” would have been
had extraordinary expenses been included.
(iii) The Registrant may subdivide this caption into no more than three subcategories of
the Registrant’s choosing, but must also include a total of all “Other Expenses.”
(c) The percentages expressing annual expenses should be based on amounts incurred during
the most recent fiscal year. However, if the Registrant has changed its fiscal year, and as a
result the most recent fiscal year is less than three months, the Registrant should use the
fiscal year prior to the most recent fiscal year as the basis for determining annual expenses.
(d) If there have been any changes in the annual expenses that would materially affect the
information disclosed in the table:
(i) Restate the expense information using the current fees that would have been applicable
had they been in effect during the previous fiscal year; and
(ii) In the narrative following the table, disclose that the expense information in the table has
been restated to reflect current fees.
Instruction. A change in annual expenses means either an increase or a decrease in expenses
that occurred during the most recent fiscal year or that is expected to occur during the current
fiscal year. It includes the elimination of any expense reimbursement or fee waiver arrangement,
in which case the expenses that would have been incurred had there been no reimbursement or
waiver should be listed, but does not include circumstances where separate account expenses
decrease in relation to the size of the separate account so as to make any waiver or
reimbursement arrangement inoperative. An expected decrease in expenses as a percentage of
assets due to economies of scale or breakpoints in a fee arrangement for a separate account
whose assets have increased is an example of a change that should not be treated as a change
requiring restatement.
(e) If there are expense reimbursements or fee waiver arrangements that will reduce any
operating expenses for no less than one year from the effective date of the Registrant’s
registration statement: (i) revise the appropriate caption by adding “After Expense
Reimbursements” or some similar phrase; (ii) state the amount of the actual expenses
incurred, (i.e., net of the amount reimbursed or waived); and (iii) disclose in the narrative

11

following the table the amount the expenses would have been absent the reimbursement or
waiver.
(f) (i) If an Investment Option invests in shares of one or more Acquired Funds, add a subcaption
to the “Annual Expenses” portion of the table directly above the subcaption titled “Total
Annual Contract Expenses.” Title the additional subcaption: “Acquired Fund Fees and
Expenses.” Disclose in the subcaption fees and expenses incurred indirectly by the
Investment Option as a result of investment in shares of one or more Acquired Funds. For
purposes of this Item, an “Acquired Fund” means any company in which the Investment
Option invests that (i) is an investment company or (ii) would be an investment company
under section 3(a) of the Investment Company Act [15 U.S.C. 80a3(a)] but for the
exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment
Company Act [15 U.S.C. 80a3(c)(1) and 80a-3(c)(7)]. If a Registrant uses another term in
response to other requirements of this Form to refer to Acquired Funds, it may include that
term in parentheses following the subcaption title.
(ii) Determine the “Acquired Fund Fees and Expenses” according to the following formula:
AFFE = [(F1 /FY)*AI1 * D1]+[(F2 /FY)*AI2 * D2]+[(F3/FY)*AI3 * D3] + Transaction Fees +
Incentive Allocations Average Net Assets of the Registrant
Where:
AFFE

= Acquired Fund fees and expenses;

F1, F2, F3, . . .

= Total annual operating expense ratio for each Acquired Fund;

FY

= Number of days in the relevant fiscal year;

AI1, AI2, AI3, . . .

= Average invested balance in each Acquired Fund;

D1, D2, D3, . . .

= Number of days invested in each Acquired Fund;

“Transaction Fees”

= The total amount of sales loads, redemption fees, or other
transaction fees paid by the Investment Option in connection
with acquiring or disposing of shares in any Acquired Funds
during the most recent fiscal year.

(iii) Calculate the average net assets of the Investment Option for the most recent fiscal year
based on the value of the net assets determined no less frequently than the end of each
month.
(iv) The total annual operating expense ratio used for purposes of this calculation (F1) is the
annualized ratio of operating expenses to average net assets for the Acquired Fund’s most
recent fiscal period as disclosed in the Acquired Fund’s most recent shareholder report. If
the ratio of expenses to average net assets is not included in the most recent shareholder
report or the Acquired Fund is a newly formed fund that has not provided a shareholder
report, then the ratio of expenses to average net assets of the Acquired Fund is the ratio of
total annual operating expenses to average annual net assets of the Acquired Fund for its
most recent fiscal period as disclosed in the most recent communication from the
Acquired Fund to the Registrant. For purposes of this instruction, Acquired Fund expenses
include increases resulting from brokerage service and expense offset arrangements and
reductions resulting from fee waivers or reimbursements by the Acquired Funds’
investment advisers or sponsors.
12

(v) To determine the average invested balance (AI1), the numerator is the sum of the amount
initially invested in an Acquired Fund during the most recent fiscal year (if the investment
was held at the end of the previous fiscal year, use the amount invested as of the end of
the previous fiscal year) and the amounts invested in the Acquired Fund no less frequently
than monthly during the period the investment is held by the Investment Option (if the
investment was held through the end of the fiscal year, use each month-end through and
including the fiscal year-end). Divide the numerator by the number of measurement points
included in the calculation of the numerator (i.e., if an investment is made during the fiscal
year and held for 3 succeeding months, the denominator would be 4).
Total Annual Contract Expenses
16. If optional benefit expenses are calculated on a basis other than account value, Registrants
should prominently indicate that those optional benefit expenses are not included in Total
Annual Contract Expenses (which are calculated as a percentage of account value).
Example
17. For purposes of the Example(s) in the table, provide the following for each Contract Class of each
Investment Option:
(a) Assume that the percentage amounts listed under “Annual Contract Expenses” remain the
same in each year of the 1-, 3-, 5-, and 10-year periods;
(b) The most expensive combination of Contract features must be shown first. Additional
expense presentations are permi